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美國
證券交易委員會
華盛頓特區20549

表格 10-Q
(標記一個) 
☒根據1934年證券交易法第13或15(d)條款的季度報告。
 
截至2024年6月30日季度結束 2024年9月29日
或
☐根據1934年證券交易法第13或15(d)條款的過渡報告
 過渡期從______到_____。
委員會檔案編號： 001-35625

blmnlogov3.jpg

BLOOMIN’品牌公司。
（依憑章程所載的完整登記名稱）
特拉華州20-8023465
(成立地或組織其他管轄區)(國稅局雇主身份識別號碼)
2202北西岸大道, 500套房, Tampa, 佛羅里達州 33607
(主要行政辦公室的地址)（郵政編碼）

(813) 282-1225
(註冊人電話號碼，包括區號)

無可奉告
(如與上次報告不同，列明前名稱、前地址及前財政年度)

根據法案第12(b)條規定註冊的證券：
每種類別的名稱交易標的（s）每個註冊交易所的名稱
普通股
$0.01 面值
BLMN
輝瑞公司面臨數起分開的訴訟，這些訴訟仍在進行中，需等待第三項索賠條款的裁決。2023年9月，我們與輝瑞公司同意合併2022和2023年的訴訟，並將審判日期從2024年11月推遲至2025年上半年，具體時間將由法院確定。 納斯達克股票市場有限責任公司
(納斯達克全球精選市場)

請勾選以下項目，以判定在過去12個月(或更短期間，該註冊人被要求提交報告)內所有根據1934年證券交易法第13條或第15(d)條要求提供報告的報告是否已經提交，並且該註冊人在過去90天中是否受到提交報告的要求。 是 ☒無 ☐

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截至2024年11月5日， 84,843,072 公司常股的股份已發行。

目錄
BLOOMIN’品牌公司。


第10-Q表格季度報告目錄
截至2024年9月29日的季度結束
(未經查核)

目 錄

 頁碼
項目 1。
 
  
 
 
   
 
項目2。
第3項目。
項目 4。
 
項目 1。
项目1A。
项目2。
项目5。
第6項。
  
 
2
目錄
BLOOMIN’品牌公司。

第一部分：財務資訊

項目1. 基本報表

合併資產負債表
(以千為單位，除了股份和每股數據) 
2024年9月29日2023年12月31日
(未經查核)
資產  
流動資產合計  
現金及現金等價物$83,632 $111,519 
受限現金及現金等價物— 2,854 
存貨71,949 75,939 
其他流動資產，淨額105,477 153,002 
全部流動資產261,058 343,314 
資產、器具及設備，淨值1,069,447 1,031,922 
營運租賃權使用資產1,081,498 1,084,951 
商譽268,594 276,317 
無形資產，扣除累計攤銷437,602 442,985 
遞延所得稅資產，淨額177,798 159,405 
其他資產，淨額137,612 85,187 
資產總額$3,433,609 $3,424,081 
負債及股東權益  
流動負債  
應付賬款$168,293 $189,202 
當期營運租賃負債169,407 175,442 
應計負債及其他流動負債217,773 255,814 
未來收入293,497 381,877 
流動負債合計848,970 1,002,335 
非流動經營租賃負債1,141,936 1,131,639 
長期負債淨額1,092,189 780,719 
其他長期負債淨額105,543 97,385 
總負債3,188,638 3,012,078 
承諾和或有事項（註13）
股東權益
Bloomin' Brands股東權益
優先股，面額$0.01，授權股數為5,000,000股，發行且流通股數為截至2024年6月30日和2023年12月31日之184,668,188股和181,364,180股。0.01 面值， 25,000,000 授權股份為 無 2024年9月29日和2023年12月31日股份發行並流通
— — 
0.010.01 面值， 475,000,000 授權股份為 84,830,409 和 86,968,536 shares issued and outstanding as of September 29, 2024 and December 31, 2023, respectively
848 870 
資本公積額額外增資1,291,576 1,115,387 
累積虧損(846,376)(528,831)
累積其他全面損失(203,929)(178,304)
總Bloomin’ Brands股東權益242,119 409,122 
非控制權益2,852 2,881 
股東權益總額244,971 412,003 
負債和股東權益總額$3,433,609 $3,424,081 
附註是這些未經審計的合併財務報表的一個不可分割的部分。

3
目錄
BLOOMIN’品牌公司。

綜合損益及綜合損益表
(以千美元計算，除每股數據外，未經審計)

十三周年完結三十九周年完結
2024年9月29日2023年9月24日2024年9月29日2023年9月24日
收益    
餐廳銷售額$1,025,090 $1,064,413 $3,308,142 $3,429,977 
特許經營和其他收入13,681 15,420 44,822 47,296 
總收益1,038,771 1,079,833 3,352,964 3,477,273 
成本及費用    
食品和飲料304,285 321,865 998,177 1,057,305 
勞動及其他相關312,968 314,432 985,083 981,908 
其他餐廳營運280,018 281,084 851,111 837,349 
折舊與攤提50,208 47,998 149,015 141,865 
總務與行政68,485 62,246 196,413 191,408 
對受損資產和餐廳關閉提供5,597 (6,008)32,731 (857)
總費用及支出1,021,561 1,021,617 3,212,530 3,208,978 
營業收入17,210 58,216 140,434 268,295 
債務清償能造成的損失(225)— (136,022)— 
利息費用，淨額(15,953)(12,843)(44,371)(38,248)
稅前（利潤）蝕（利益）所得稅提列1,032 45,373 (39,959)230,047 
(利益)所得稅費用提列(6,509)(58)5,159 21,186 
凈利潤（損失）7,541 45,431 (45,118)208,861 
減：歸屬於非控股權益的凈利潤629 903 3,439 4,745 
歸屬於Bloomin' Brands的凈利潤（虧損）
$6,912 $44,528 $(48,557)$204,116 
凈利潤（損失）$7,541 $45,431 $(45,118)$208,861 
其他全面損益:
外幣兌換調整(11,849)3,103 (23,638)6,471 
衍生工具虧損，稅後凈值(3,474)— (1,987)— 
綜合(虧損)收益(7,782)48,534 (70,743)215,332 
減：歸屬於非控制權益的綜合收益629 903 3,439 4,745 
所歸屬於Bloomin’ Brands的綜合（虧損）收益$(8,411)$47,631 $(74,182)$210,587 
每股收益（損失）：
基礎$0.08 $0.50 $(0.56)$2.30 
稀釋$0.08 $0.45 $(0.56)$2.08 
加權平均普通股股本：
基礎85,063 88,707 86,258 88,794 
稀釋86,164 98,548 86,258 97,987 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
BLOOMIN’ BRANDS, INC.
COMMON STOCKADDITIONAL PAID-IN CAPITALACCUM-
ULATED DEFICIT		ACCUMULATED OTHER
COMPREHENSIVE LOSS		NON-CONTROLLING INTERESTSTOTAL
SHARESAMOUNT
Balance,
June 30, 2024		85,776 $858 $1,309,482 $(834,926)$(188,606)$2,885 $289,693 
Net income— — — 6,912 — 629 7,541 
Other comprehensive loss, net of tax— — — — (15,323)— (15,323)
Cash dividends declared, $0.24 per common share
— — (20,375)— — — (20,375)
Repurchase and retirement of common stock, including excise tax of $177
(969)(10)— (18,362)— — (18,372)
Stock-based compensation— — 2,360 — — — 2,360 
Common stock issued under stock plans (1)23 — 109 — — — 109 
Distributions to noncontrolling interests— — — — — (1,082)(1,082)
Contributions from noncontrolling interests— — — — — 420 420 
Balance,
September 29, 2024		84,830 $848 $1,291,576 $(846,376)$(203,929)$2,852 $244,971 
Balance,
December 31, 2023		86,969 $870 $1,115,387 $(528,831)$(178,304)$2,881 $412,003 
Net (loss) income— — — (48,557)— 3,439 (45,118)
Other comprehensive loss, net of tax— — — — (25,625)— (25,625)
Cash dividends declared, $0.72 per common share
— — (62,212)— — — (62,212)
Repurchase and retirement of common stock, including excise tax of $328
(10,073)(100)(5,681)(260,645)— — (266,426)
Stock-based compensation— — 5,291 — — — 5,291 
Common stock issued under stock plans (1)734 7 (1,617)— — — (1,610)
Distributions to noncontrolling interests— — — — — (4,556)(4,556)
Contributions from noncontrolling interests— — — — — 1,088 1,088 
Issuance of common stock from repurchase of convertible senior notes7,489 74 216,078 — — — 216,152 
Retirement of convertible senior note hedges(289)(3)126,543 (8,343)— — 118,197 
Retirement of warrants— — (102,213)— — — (102,213)
Balance,
September 29, 2024		84,830 $848 $1,291,576 $(846,376)$(203,929)$2,852 $244,971 
(CONTINUED...)
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BLOOMIN’ BRANDS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
BLOOMIN’ BRANDS, INC.
COMMON STOCKADDITIONAL PAID-IN CAPITALACCUM-
ULATED DEFICIT		ACCUMULATED OTHER
COMPREHENSIVE LOSS		NON-CONTROLLING INTERESTSTOTAL
SHARESAMOUNT
Balance,
June 25, 2023		87,339 $873 $1,132,732 $(582,738)$(181,943)$2,944 $371,868 
Net income— — — 44,528 — 903 45,431 
Other comprehensive income— — — — 3,103 — 3,103 
Cash dividends declared, $0.24 per common share
— — (20,901)— — — (20,901)
Repurchase and retirement of common stock, including excise tax of $45
(590)(6)— (15,995)— — (16,001)
Stock-based compensation— — 4,411 — — — 4,411 
Common stock issued under stock plans (1)422 5 9,080 — — — 9,085 
Distributions to noncontrolling interests— — — — — (1,306)(1,306)
Contributions from noncontrolling interests— — — — — 229 229 
Balance,
September 24, 2023		87,171 $872 $1,125,322 $(554,205)$(178,840)$2,770 $395,919 
Balance,
December 25, 2022		87,696 $877 $1,161,912 $(706,109)$(185,311)$2,540 $273,909 
Net income— — — 204,116 — 4,745 208,861 
Other comprehensive income— — — — 6,471 — 6,471 
Cash dividends declared, $0.72 per common share
— — (62,905)— — — (62,905)
Repurchase and retirement of common stock, including excise tax of $93
(2,072)(21)— (52,212)— — (52,233)
Stock-based compensation— — 12,453 — — — 12,453 
Common stock issued under stock plans (1)1,547 16 13,862 — — — 13,878 
Distributions to noncontrolling interests— — — — — (5,946)(5,946)
Contributions from noncontrolling interests— — — — — 1,431 1,431 
Balance,
September 24, 2023		87,171 $872 $1,125,322 $(554,205)$(178,840)$2,770 $395,919 
________________
(1)Net of shares withheld for employee taxes.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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BLOOMIN’ BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS, UNAUDITED)

THIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Cash flows provided by operating activities:  
Net (loss) income$(45,118)$208,861 
Adjustments to reconcile Net (loss) income to cash provided by operating activities:  
Depreciation and amortization149,015 141,865 
Amortization of debt discounts and issuance costs1,993 2,305 
Amortization of deferred gift card sales commissions17,155 17,891 
Provision for impaired assets and restaurant closings32,731 (857)
Non-cash operating lease costs64,729 64,845 
Stock-based compensation expense5,291 12,453 
Deferred income tax benefit(18,166)(3,610)
Loss on extinguishment of debt136,022 — 
Other, net(3,653)(3,067)
Change in assets and liabilities(231,617)(67,133)
Net cash provided by operating activities108,382 373,553 
Cash flows used in investing activities:  
Capital expenditures(198,668)(227,086)
Other investments, net2,192 1,551 
Net cash used in investing activities(196,476)(225,535)
Cash flows provided by (used in) financing activities:
Proceeds from borrowings on revolving credit facilities2,040,000 728,000 
Repayments of borrowings on revolving credit facilities(1,646,000)(768,000)
Financing fees(6,945)— 
Repayments of finance lease obligations(2,060)(1,302)
Principal settlements and repurchase of convertible senior notes(2,335)(214)
Proceeds from retirement of convertible senior note hedges118,197 — 
Payments for retirement of warrants(102,213)— 
(Payment of taxes) proceeds from share-based compensation, net(1,610)13,878 
Distributions to noncontrolling interests(4,556)(5,946)
Contributions from noncontrolling interests1,088 1,431 
Purchase of noncontrolling interests(100)(100)
Repurchase of common stock(265,695)(52,347)
Cash dividends paid on common stock(62,212)(62,905)
Net cash provided by (used in) financing activities65,559 (147,505)
Effect of exchange rate changes on cash and cash equivalents(8,206)1,331 
Net (decrease) increase in cash, cash equivalents and restricted cash(30,741)1,844 
Cash, cash equivalents and restricted cash as of the beginning of the period114,373 84,735 
Cash, cash equivalents and restricted cash as of the end of the period$83,632 $86,579 
Supplemental disclosures of cash flow information:  
Cash paid for interest$41,914 $30,486 
Cash paid for income taxes, net of refunds$19,509 $22,244 
Supplemental disclosures of non-cash investing and financing activities:  
Leased assets obtained in exchange for new operating lease liabilities$79,758 $70,305 
Leased assets obtained in exchange for new finance lease liabilities$1,163 $5,435 
Increase in liabilities from the acquisition of property, fixtures and equipment$2,662 $15,486 
Shares issued on settlement of convertible senior notes$216,152 $— 
Shares received and retired on exercise of call option under bond hedge upon settlement of convertible senior notes$(8,346)$— 
Financing fees in accrued liabilities$2,040 $— 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.    Description of the Business and Basis of Presentation

Description of the Business - Bloomin’ Brands (“Bloomin’ Brands” or the “Company”) owns and operates casual, upscale casual and fine dining restaurants. OSI Restaurant Partners, LLC (“OSI”) is the Company’s primary operating entity. The Company’s restaurant portfolio includes Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Additional Outback Steakhouse, Carrabba’s Italian Grill and Bonefish Grill restaurants in which the Company has no direct investment are operated under franchise agreements.

Basis of Presentation - The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. In the opinion of the Company, all adjustments necessary for fair financial statement presentation for the periods presented have been included and are of a normal, recurring nature. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” (“ASU No. 2023-07”) which requires disclosure of significant segment expenses regularly provided to the Company’s chief operating decision-maker (“CODM”). ASU No. 2023-07 also allows for multiple measures of segment profit (loss) if the CODM utilizes such measures to allocate resources or assess performance. ASU No. 2023-07 is effective for the Company beginning with the 2024 Form 10-K, with early adoption permitted, and is required to be applied retrospectively for all prior periods presented. The Company expects ASU No. 2023-07 to only impact its disclosures with no impacts to its results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU No. 2023-09”) which expands existing income tax disclosures, including disaggregation of the Company’s effective income tax rate reconciliation table and income taxes paid disclosures. ASU No. 2023-09 is effective for the Company beginning with the 2025 Form 10-K, with early adoption permitted. The Company is currently evaluating the impact ASU No. 2023-09 will have on its disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” which requires registrants to include climate-related disclosures in their annual reports, including, but not limited to, material Scope 1 and Scope 2 greenhouse gas emissions, climate-related financial metrics, and governance, oversight and risk management processes for material climate-related risks in their audited financial statements. The final rule also requires certain disclosures regarding expenses incurred in relation to severe weather events and other natural conditions. The disclosure requirements are first effective for the Company beginning with the 2026 Form 10-K. In April 2024, the SEC voluntarily stayed the final rule due to pending legal challenges. The Company is currently monitoring legal challenges to the final rule and evaluating the impact the rule will have on its disclosures.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses,” (“ASU No. 2024-03”) which requires detailed disclosures in the notes to financial statements of expense categories within relevant income statement captions including purchases of inventory, employee compensation, depreciation and intangible asset amortization. ASU No. 2024-03 is effective for the Company beginning with the 2027 Form 10-K, with early adoption permitted, and may
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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
be applied either prospectively for reporting periods after the effective date or retrospectively to prior periods presented. The Company is currently evaluating the impact ASU No. 2024-03 will have on its disclosures.

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

Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including presentation of certain items within the notes to the consolidated financial statements. These reclassifications had no effect on previously reported net income.

2.    Revenue Recognition

The following tables include the disaggregation of Restaurant sales and franchise revenues by restaurant concept and major international market for the periods indicated:
THIRTEEN WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023
(dollars in thousands)RESTAURANT SALESFRANCHISE REVENUESRESTAURANT SALESFRANCHISE REVENUES
U.S.
Outback Steakhouse$518,152 $7,542 $526,960 $7,517 
Carrabba’s Italian Grill159,840 635 165,742 704 
Bonefish Grill118,941 97 128,425 87 
Fleming’s Prime Steakhouse & Wine Bar78,424 — 76,919 — 
Other1,695 30 3,092 16 
U.S. total877,052 8,304 901,138 8,324 
International
Outback Steakhouse - Brazil127,175 — 138,187 — 
Other (1)20,863 3,331 25,088 3,496 
International total148,038 3,331 163,275 3,496 
Total$1,025,090 $11,635 $1,064,413 $11,820 
THIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023
(dollars in thousands)RESTAURANT SALESFRANCHISE REVENUESRESTAURANT SALESFRANCHISE REVENUES
U.S.
Outback Steakhouse$1,684,669 $23,938 $1,732,132 $24,280 
Carrabba’s Italian Grill518,845 2,123 530,450 2,257 
Bonefish Grill397,723 385 429,572 353 
Fleming’s Prime Steakhouse & Wine Bar262,976 — 272,543 — 
Other5,823 86 10,448 41 
U.S. total2,870,036 26,532 2,975,145 26,931 
International
Outback Steakhouse - Brazil370,369 — 379,498 — 
Other (1)67,737 10,029 75,334 10,980 
International total438,106 10,029 454,832 10,980 
Total$3,308,142 $36,561 $3,429,977 $37,911 
________________
(1)Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily include revenues from franchised Outback Steakhouse restaurants.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The following table includes a detail of assets and liabilities from contracts with customers included on the Company’s Consolidated Balance Sheets as of the periods indicated:
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023
Other current assets, net
Deferred gift card sales commissions$11,137 $18,081 
Unearned revenue
Deferred gift card revenue$283,810 $374,274 
Deferred loyalty revenue6,633 5,664 
Deferred franchise fees - current491 473 
Other2,563 1,466 
Total Unearned revenue$293,497 $381,877 
Other long-term liabilities, net
Deferred franchise fees - non-current$3,939 $4,036 

The following table is a rollforward of deferred gift card sales commissions for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Balance, beginning of the period$12,650 $12,694 $18,081 $17,755 
Deferred gift card sales commissions amortization(4,494)(4,711)(17,155)(17,891)
Deferred gift card sales commissions capitalization3,570 3,766 12,426 13,509 
Other(589)(608)(2,215)(2,232)
Balance, end of the period$11,137 $11,141 $11,137 $11,141 

The following table is a rollforward of unearned gift card revenue for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Balance, beginning of the period$300,590 $304,942 $374,274 $386,495 
Gift card sales42,541 44,374 148,486 162,717 
Gift card redemptions(55,733)(60,412)(225,057)(248,870)
Gift card breakage(3,588)(3,641)(13,893)(15,079)
Balance, end of the period$283,810 $285,263 $283,810 $285,263 

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
3.    Impairments and Exit Costs

The components of Provision for impaired assets and restaurant closings are as follows for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 29, 2024
Impairment losses
U.S. (1)$1,251 $3,103 
International (2)17 14,065 
Total impairment losses$1,268 $17,168 
Restaurant closure charges
U.S. (1)$615 $11,834 
International (2)3,714 3,729 
Total restaurant closure charges4,329 15,563 
Provision for impaired assets and restaurant closings$5,597 $32,731 
________________
(1)Primarily includes charges in connection with the 2023 Restaurant Closures, as discussed below.
(2)Primarily includes charges in connection with the Q2 2024 decision to close nine restaurants in Hong Kong.

2023 Restaurant Closures - During the fourth quarter of 2023, the Company closed three U.S. and two international Aussie Grill restaurants and made the decision to close 36 predominantly older, underperforming U.S. restaurants (the “2023 Restaurant Closures”). Following is a summary of expenses recognized in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the period indicated (dollars in thousands):
DESCRIPTIONCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATIONTHIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024
Asset impairments and closure chargesProvision for impaired assets and restaurant closings$11,890 
Severance and other expensesGeneral and administrative3,403 
Closure-related labor costsLabor and other related434 
Total (1)
$15,727 
________________
(1)During the fourth quarter of 2023, the Company recognized $32.4 million of net charges in connection with the 2023 Restaurant Closures.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
4.    Earnings (Loss) Per Share

The following table presents the computation of basic and diluted earnings (loss) per share for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(in thousands, except per share data)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Net income (loss) attributable to Bloomin’ Brands
$6,912 $44,528 $(48,557)$204,116 
Basic weighted average common shares outstanding85,063 88,707 86,258 88,794 
Effect of dilutive securities:
Stock-based compensation awards84 674 — 719 
Convertible senior notes (1)744 5,367 — 5,067 
Warrants (1)273 3,800 — 3,407 
Diluted weighted average common shares outstanding86,164 98,548 86,258 97,987 
Basic earnings (loss) per share$0.08 $0.50 $(0.56)$2.30 
Diluted earnings (loss) per share$0.08 $0.45 $(0.56)$2.08 
Antidilutive stock-based compensation awards2,155 373 1,541 951 
________________
(1)During the thirty-nine weeks ended September 29, 2024, the Company repurchased $83.6 million of the convertible notes due in 2025 and settled the corresponding portion of the related note hedges and warrants (the “2025 Notes Partial Repurchase”).

5.    Stock-based Compensation Plans

The Company recognized stock-based compensation expense as follows for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Stock-based compensation expense, net of capitalized expense (1)$2,342 $4,392 $5,237 $12,395 
________________
(1)The thirty-nine weeks ended September 29, 2024 includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2023 based on updated assumptions regarding the criteria set forth in the award agreements.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The following table presents a summary of the Company’s performance-based share units (“PSUs”) and restricted stock units (“RSUs”) activity:
WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNITAGGREGATE INTRINSIC VALUE (1)
(in thousands, except per unit data)PSUsRSUsPSUsRSUsPSUsRSUs
Outstanding as of December 31, 2023818 631 $26.92 $23.58 $23,026 $17,757 
Granted (2)290 619 $27.26 $20.25 
Performance adjustment (3)237 — $25.40 $— 
Vested(473)(288)$25.40 $24.26 
Forfeited(150)(73)$27.55 $23.93 
Outstanding as of September 29, 2024722 889 $27.42 $21.02 $12,133 $14,937 
Expected to vest as of September 29, 2024 (4)264 889 $4,432 $14,937 
________________
(1)Based on the $28.15 and $16.80 share price of the Company’s common stock on December 29, 2023 and September 27, 2024, the last trading day of the year ended December 31, 2023 and thirty-nine weeks ended September 29, 2024, respectively.
(2)The weighted average dividend yield for RSUs granted during 2024 is 4.53%.
(3)Represents adjustment to 200% payout for PSUs granted during 2021.
(4)For PSUs, estimated number of units to be issued upon the vesting of outstanding PSUs based on Company performance projections of performance criteria set forth in the 2022, 2023 and 2024 PSU award agreements.

Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:
THIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Assumptions:
Risk-free interest rate (1)4.37 %4.26 %
Dividend yield (2)3.49 %3.47 %
Volatility (3)51.41 %51.02 %
Grant date fair value per unit (4)$27.26 $29.01 
________________
(1)Risk-free interest rate is the U.S. Treasury yield curve in effect as of the grant date for the performance period of the unit.
(2)Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term.
(3)Based on the historical volatility of the Company’s stock over the last seven years.
(4)Represents a discount below and a premium above the grant date per share value of the Company’s common stock for the relative total shareholder return modifier of (1.6)% and 2.7% during the thirty-nine weeks ended September 29, 2024 and September 24, 2023, respectively.

The following represents unrecognized stock-based compensation expense and the remaining weighted average recognition period as of September 29, 2024:
UNRECOGNIZED COMPENSATION EXPENSE
(dollars in thousands)		REMAINING WEIGHTED AVERAGE RECOGNITION PERIOD (in years)
Performance-based share units$5,787 2.4
Restricted stock units$14,308 1.9

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
6.    Supplemental Balance Sheet Information

Other current assets, net, consisted of the following as of the periods indicated:
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023
Prepaid expenses$30,102 $26,674 
Accounts receivable - gift cards, net7,887 67,424 
Accounts receivable - vendors, net23,466 13,648 
Accounts receivable - franchisees, net3,789 3,671 
Accounts receivable - other, net21,534 18,100 
Deferred gift card sales commissions11,137 18,081 
Other current assets, net7,562 5,404 
$105,477 $153,002 

Goodwill and Intangible Assets - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter. The Company’s 2024 assessment was qualitative and its 2023 assessment was quantitative. In connection with these assessments, the Company did not record any impairment charges.

Other assets, net, consisted of the following as of the periods indicated:
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023
Company-owned life insurance$31,874 $28,018 
Deferred debt issuance costs - revolving credit facility (1)11,310 3,813 
Liquor licenses22,583 23,125 
Judicial deposits (2)64,493 20,485 
Other assets7,352 9,746 
$137,612 $85,187 
________________
(1)Net of accumulated amortization of $0.1 million and $11.7 million as of September 29, 2024 and December 31, 2023, respectively. During the thirteen weeks ended September 29, 2024, the Company recorded $9.0 million of deferred debt issuance costs in connection with the Third Amended and Restated Credit Agreement, as defined below. See Long-term debt, net below for details regarding the Third Amended and Restated Credit Agreement.
(2)These assets arise from the Company’s Brazilian operations and their realization could take several years. Includes $43.2 million as of September 29, 2024 related to the Brazil tax legislation. See Note 12 - Income Taxes for details regarding the judicial deposits in connection with Brazil tax legislation.

Accrued and other current liabilities consisted of the following as of the periods indicated:
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023
Accrued payroll and other compensation$72,976 $98,903 
Accrued insurance16,995 19,310 
Other current liabilities127,802 137,601 
$217,773 $255,814 

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
Long-term debt, net, consisted of the following as of the periods indicated:
SEPTEMBER 29, 2024DECEMBER 31, 2023
(dollars in thousands)OUTSTANDING BALANCEINTEREST RATEOUTSTANDING BALANCEINTEREST RATE
Senior secured credit facility - revolving credit facility (1)$775,000 6.86 %$— 
Former credit facility - revolving credit facility (1)— 381,000 6.96 %
2025 Notes (2)(3)20,724 5.00 %104,786 5.00 %
2029 Notes300,000 5.13 %300,000 5.13 %
Long-term debt1,095,724 785,786 
Less: unamortized debt discount and issuance costs (2)(3,535)(5,067)
Long-term debt, net$1,092,189 $780,719 
________________
(1)Interest rate represents the weighted average interest rate as of the respective periods.
(2)During the thirty-nine weeks ended September 29, 2024, the Company repurchased $83.6 million of the 2025 Notes and as a result, wrote off $0.8 million of debt issuance costs. See Note 7 - Convertible Senior Notes for additional details.
(3)Obligations under the 2025 Notes, which mature on May 1, 2025, have been classified as long-term, reflecting the Company’s intent and ability to refinance these notes through its existing revolving credit facility.

Third Amended and Restated Credit Agreement – On September 19, 2024, the Company and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), which provides for senior secured financing of up to $1.2 billion consisting of a revolving credit facility (the “Senior Secured Credit Facility”). The Senior Secured Credit Facility matures on September 19, 2029 and replaced the Company’s prior senior secured financing of up to $1.0 billion (the “Former Credit Facility”). The total indebtedness of the Company and interest rate applied to the Company’s borrowings remained unchanged as a result of the Third Amended and Restated Credit Agreement.

The commitments under the Third Amended and Restated Credit Agreement may be increased in an aggregate principal amount of up to; (i) $550.0 million or (ii) at the Company’s option, up to an unlimited amount of incremental facilities, so long as the Consolidated Senior Secured Net Leverage Ratio, as defined in the Third Amended and Restated Credit Agreement, is no more than 3.00 to 1.00 as of the last day of the most recent period of four consecutive fiscal quarters ended, after giving effect to any such incurrence on a pro forma basis.

Under the Third Amended and Restated Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Term SOFR, plus an applicable spread. The Term SOFR rate is the forward-looking term rate based on the secured overnight financing rate (“SOFR”) that is published by CME Group Benchmark Administration Limited (“Term SOFR”). The Base Rate option is the highest of: (i) the prime rate of Wells Fargo Bank, National Association, (ii) the federal funds effective rate plus 0.5 of 1.0% or (iii) the one-month Term SOFR plus a 0.10% Term SOFR Adjustment, plus 1.0% (the “Base Rate”). The Adjusted Term SOFR option is the Term SOFR rate plus a 0.10% Term SOFR Adjustment, subject to a 0% floor. The interest rate spreads are as follows:
BASE RATE ELECTIONADJUSTED TERM SOFR ELECTION
Revolving credit facility
50 to 150 basis points over the Base Rate
150 to 250 basis points over the Adjusted Term SOFR

The Third Amended and Restated Credit Agreement requires a Total Net Leverage Ratio (“TNLR”) not to exceed 4.50 to 1.00 (with a limited ability to temporarily increase TNLR to 5.00 to 1.00 in connection with material acquisitions). TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net of cash, excluding the 2025 Notes) to Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization and certain other adjustments as defined in the Third Amended and Restated Credit Agreement).

Debt Covenants - As of September 29, 2024 and December 31, 2023, the Company was in compliance with its debt covenants.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of September 29, 2024:
PERIOD
(dollars in thousands)YEAR 1YEAR 2YEAR 3YEAR 4YEAR 5THEREAFTERTOTAL
Debt repayments$20,724 $— $— $— $1,075,000 $— $1,095,724 

7.    Convertible Senior Notes

2025 Notes - On February 29, 2024, the Company entered into exchange agreements (the “Exchange Agreements”) with certain holders (the “Noteholders”) of its 5.00% Convertible Senior Notes due 2025 (the “2025 Notes”). The Exchange Agreements provided for the Company to deliver and pay at the closing of the transactions on March 5, 2024, an aggregate of approximately 7.5 million shares of its common stock and $3.3 million in cash, including accrued interest, in exchange for $83.6 million in aggregate principal amount of the Company’s outstanding 2025 Notes (the “2025 Notes Partial Repurchase”). In connection with the 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $135.8 million and recorded a $216.1 million increase to Additional paid-in capital during the thirty-nine weeks ended September 29, 2024.

In connection with dividends paid during the thirty-nine weeks ended September 29, 2024, the conversion rate for the Company’s remaining 2025 Notes decreased to approximately $10.79 per share, which represents 92.643 shares of common stock per $1,000 principal amount of the 2025 Notes, or a total of approximately 1.920 million shares.

The following table includes the outstanding principal amount and carrying value of the 2025 Notes as of the periods indicated:
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023
Principal$20,724 $104,786 
Less: unamortized debt issuance costs (1)(97)(1,138)
Net carrying amount$20,627 $103,648 
________________
(1)During the thirty-nine weeks ended September 29, 2024, the Company wrote off $0.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.

Following is a summary of interest expense for the 2025 Notes by component for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Coupon interest$259 $1,310 $1,524 $3,932 
Debt issuance cost amortization41 201 239 594 
Total interest expense (1)$300 $1,511 $1,763 $4,526 
________________
(1)The effective rate of the 2025 Notes over their expected life is 5.85%. The decrease in interest expense during the thirteen and thirty-nine weeks ended September 29, 2024 relates to the 2025 Notes Partial Repurchase in February 2024.

Based on the daily closing prices of the Company’s stock during the quarter ended September 29, 2024, the remaining holders of the 2025 Notes are eligible to convert their notes during the fourth quarter of 2024.

Convertible Note Hedge and Warrant Transactions - In connection with the 2025 Notes Partial Repurchase, on February 29, 2024, the Company entered into partial unwind agreements with certain financial institutions (the “Derivative Counterparties”) relating to a portion of the convertible note hedge transactions (the “Note Hedge Early Termination Agreements”) and a portion of the warrant transactions (the “Warrant Early Termination Agreements” and together with the Note Hedge Early Termination Agreements, the “Early Termination Agreements”) that were
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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
previously entered into by the Company in connection with the issuance of the 2025 Notes. Pursuant to the Early Termination Agreements, the Derivative Counterparties made a termination payment to the Company which consisted of approximately $118.2 million in cash and 0.3 million shares of common stock, and the Company made a termination payment to the Derivative Counterparties in an aggregate amount of approximately $102.2 million in cash. In connection with the Note Hedge Early Termination Agreements and the Warrant Early Termination Agreements, the Company recorded a $126.5 million increase and a $102.2 million decrease, respectively, to Additional paid-in capital during the thirty-nine weeks ended September 29, 2024. The Company also recorded an $8.3 million increase to Accumulated deficit in connection with the Note Hedge Early Termination Agreements.

The remaining warrants have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the warrants. In connection with dividends paid during thirty-nine weeks ended September 29, 2024, the strike price for the remaining warrants decreased to $15.11.

8.    Stockholders’ Equity

Share Repurchases - In February 2024, the Company’s Board of Directors (the “Board”) canceled the remaining $57.5 million under the Company’s former share repurchase authorization and approved a new $350.0 million share repurchase authorization (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program includes capacity above the Company’s normal repurchase activity to provide flexibility in retiring the 2025 Notes at or prior to their May 2025 maturity. The 2024 Share Repurchase Program will expire on August 13, 2025.

On March 1, 2024, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”), in connection with the 2024 Share Repurchase Program, with Wells Fargo Bank, National Association (“Wells Fargo”) to repurchase $220.0 million of the Company’s common stock.

Under the ASR Agreement, the Company made an aggregate payment of $220.0 million to Wells Fargo and received an aggregate initial delivery of approximately 6.5 million shares of common stock on March 4, 2024, representing approximately 80% of the total shares that were estimated to be repurchased under the ASR Agreement based on the price per share of common stock as of that date. The $176.0 million fair value of the initial shares received was recorded as a reduction to Accumulated deficit and the par value from Common stock, with the remaining $44.0 million recorded within Additional paid-in capital during the thirteen weeks ended March 31, 2024. The exact number of shares the Company repurchased under the ASR Agreement was based generally on the average of the daily volume-weighted average price per share of common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. On April 23, 2024, the Company received 1.4 million additional shares of common stock from Wells Fargo in connection with the final settlement of the ASR Agreement. In connection with the settlement, the Company reduced Accumulated deficit and the par value from Common stock by an aggregate of $38.3 million based on the fair value of the shares delivered on the date of settlement, with an offset of $38.3 million within Additional paid-in capital during the thirteen weeks ended June 30, 2024.

The Company funded the payment under the ASR Agreement, together with the cash portion of the amounts payable under the Exchange Agreements, primarily with borrowings under the revolving credit facility and net proceeds from the Early Termination Agreements.

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
As of September 29, 2024, $96.8 million remained available for repurchase under the 2024 Share Repurchase Program. Following is a summary of the shares repurchased during fiscal year 2024:
(in thousands, except per share data)NUMBER OF SHARES AVERAGE REPURCHASE PRICE PER SHAREAMOUNT
First fiscal quarter6,948 $27.13 $188,500 
Second fiscal quarter (1)2,156 $27.36 59,000 
Third fiscal quarter969 $18.78 18,195 
Total common stock repurchases (2)10,073 $26.38 $265,695 
________________
(1)Includes $44.0 million of share repurchases in connection with the ASR Agreement that settled during the thirteen weeks ended June 30, 2024.
(2)Excludes $0.4 million of fees recorded in Accumulated deficit related to repurchases under the ASR Agreement.

Dividends - The Company declared and paid dividends per share during fiscal year 2024 as follows:
(dollars in thousands, except per share data)DIVIDENDS PER SHAREAMOUNT
First fiscal quarter$0.24 $21,075 
Second fiscal quarter0.24 20,762 
Third fiscal quarter0.24 20,375 
Total cash dividends declared and paid$0.72 $62,212 

In October 2024, the Board declared a quarterly cash dividend of $0.24 per share, payable on December 11, 2024 to shareholders of record at the close of business on November 25, 2024.

Accumulated Other Comprehensive Loss (“AOCL”) - The following table is a rollforward of the components of AOCL for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Foreign currency translation adjustment:
Balance, beginning of the period$(189,478)$(181,943)$(177,689)$(185,311)
Foreign currency translation adjustment(11,849)3,103 (23,638)6,471 
Balance, end of the period$(201,327)$(178,840)$(201,327)$(178,840)
Loss on derivatives, net of tax:
Balance, beginning of the period$872 $(615)
Change in fair value of derivatives, net of tax(2,917)(584)
Reclassification realized in Net income (loss), net of tax(557)(1,403)
Balance, end of the period$(2,602)$(2,602)
Accumulated other comprehensive loss:
Balance beginning of the period$(188,606)$(181,943)$(178,304)$(185,311)
Other comprehensive (loss) income attributable to Bloomin' Brands(15,323)3,103 (25,625)6,471 
Balance, end of the period$(203,929)$(178,840)$(203,929)$(178,840)

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
9.    Derivative Instruments and Hedging Activities

Cash Flow Hedges of Interest Rate Risk - In March 2024 and December 2023, OSI entered into 11 interest rate swap agreements with ten counterparties (the “Swap Transactions”) to manage its exposure to fluctuations in variable interest rates. The Swap Transactions have an aggregate notional amount of $375.0 million and include one and two-year tenors with the following terms:
NOTIONAL AMOUNTWEIGHTED AVERAGE FIXED INTEREST RATE (1)EFFECTIVE DATETERMINATION DATE
$100,000,000 4.92%December 29, 2023December 31, 2024
100,000,000 4.34%December 29, 2023December 31, 2025
175,000,000 4.40%March 29, 2024March 31, 2026
$375,000,000 4.52%
____________________
(1)The weighted average fixed interest rate excludes the term SOFR adjustment and interest rate spread described below.

In connection with the Swap Transactions, the Company effectively converted $375.0 million of its outstanding indebtedness from SOFR, plus a term SOFR adjustment of 0.10% and a spread of 150 to 250 basis points, to the weighted average fixed interest rates within the table above, plus a term SOFR adjustment of 0.10% and a spread of 150 to 250 basis points. The Swap Transactions have an embedded floor of minus 0.10%.

The Swap Transactions have been designated and qualify as cash flow hedges, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates. The Company estimates $1.9 million of interest expense will be reclassified from AOCL to Interest expense, net over the next 12 months related to its Swap Transactions.

The following table presents the fair value and classification of the Company’s swap agreements as of the periods indicated:
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023CONSOLIDATED BALANCE SHEET CLASSIFICATION
Interest rate swaps - asset (1)$— $320 Other current assets, net
Interest rate swaps - liability$1,617 $253 Accrued and other current liabilities
Interest rate swaps - liability1,879 893 Other long-term liabilities, net
Total fair value of derivative instruments - liabilities (1)$3,496 $1,146 
____________________
(1)    See Note 11 - Fair Value Measurements for fair value discussion of the interest rate swaps.

By utilizing the interest rate swaps, the Company is exposed to credit-related losses in the event that the counterparty fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties. As of September 29, 2024, all counterparties to the Swap Transactions performed in accordance with their contractual obligations.

As of September 29, 2024 and December 31, 2023, the fair value of the Swap Transactions was in a net liability position, including accrued interest but excluding any adjustment for nonperformance risk, of $3.3 million and $0.8 million, respectively. As of September 29, 2024 and December 31, 2023, the Company has not posted any collateral related to the Swap Transactions.

The Swap Transactions contain provisions whereby the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness. If the Company had breached any of these provisions as of September 29, 2024 and
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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
December 31, 2023, it could have been required to settle its obligations under the Swap Transactions at their termination value of $3.3 million and $0.8 million, respectively.

10.    Leases

The following table includes a detail of lease assets and liabilities included on the Company’s Consolidated Balance Sheets as of the periods indicated:
(dollars in thousands)CONSOLIDATED BALANCE SHEET CLASSIFICATIONSEPTEMBER 29, 2024DECEMBER 31, 2023
Operating lease right-of-use assetsOperating lease right-of-use assets$1,081,498 $1,084,951 
Finance lease right-of-use assets (1)Property, fixtures and equipment, net8,733 9,941 
Total lease assets, net$1,090,231 $1,094,892 
Current operating lease liabilitiesCurrent operating lease liabilities$169,407 $175,442 
Current finance lease liabilitiesAccrued and other current liabilities2,481 3,197 
Non-current operating lease liabilitiesNon-current operating lease liabilities1,141,936 1,131,639 
Non-current finance lease liabilitiesOther long-term liabilities, net7,127 7,414 
Total lease liabilities$1,320,951 $1,317,692 
________________
(1)Net of accumulated amortization of $5.3 million and $4.7 million as of September 29, 2024 and December 31, 2023, respectively.

Following is a summary of expenses and income related to leases recognized in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the periods indicated:
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME CLASSIFICATIONTHIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Operating lease cost (1)Other restaurant operating$44,622 $46,686 $135,557 $138,670 
Variable lease costOther restaurant operating2,085 2,081 6,867 5,434 
Finance lease costs:
Amortization of leased assetsDepreciation and amortization732 572 2,299 1,609 
Interest on lease liabilitiesInterest expense, net191 191 581 501 
Sublease revenueFranchise and other revenues(1,833)(2,530)(5,426)(5,873)
Lease costs, net$45,797 $47,000 $139,878 $140,341 
________________
(1)Excludes rent expense for office facilities and Company-owned closed or subleased properties of $3.7 million and $3.1 million for the thirteen weeks ended September 29, 2024 and September 24, 2023, respectively, and $10.9 million and $9.1 million for the thirty-nine weeks ended September 29, 2024 and September 24, 2023, respectively, which is included in General and administrative expense.

The following table is a summary of cash flow impacts to the Company’s Consolidated Financial Statements related to its leases for the periods indicated:
THIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities$147,845 $147,051 

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
11.    Fair Value Measurements

Fair value is the price that would be received for an asset or paid to transfer a liability, or the exit price, in an orderly transaction between market participants on the measurement date. Fair value is categorized into one of the following three levels based on the lowest level of significant input:
Level 1
Unadjusted quoted market prices in active markets for identical assets or liabilities
Level 2Observable inputs available at measurement date other than quoted prices included in Level 1
Level 3Unobservable inputs that cannot be corroborated by observable market data

Fair Value Measurements on a Recurring Basis - The following table summarizes the Company’s financial assets and liabilities measured at fair value by hierarchy level on a recurring basis as of the periods indicated:
CONSOLIDATED BALANCE SHEET CLASSIFICATIONMEASUREMENT LEVELFAIR VALUE
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023
Assets:
Short-term investmentsCash and cash equivalentsLevel 1$12,106 $23,920 
Short-term investmentsRestricted cash and cash equivalentsLevel 1$— $2,854 
Interest rate swapsOther current assets, netLevel 2$— $320 
Liabilities:
Interest rate swapsAccrued and other current liabilitiesLevel 2$1,617 $253 
Interest rate swapsOther long-term liabilitiesLevel 2$1,879 $893 

Fair value of each class of financial instruments is determined based on the following:
FINANCIAL INSTRUMENTMETHODS AND ASSUMPTIONS
Short-term investments
Carrying value approximates fair value because maturities are less than three months.
Interest rate swaps
Fair value measurements are based on the contractual terms of the derivatives and observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative using observable inputs including interest rate curves and credit spreads. The Company also considers its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of September 29, 2024 and December 31, 2023, the Company determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives.

Interim Disclosures about Fair Value of Financial Instruments - The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and long-term debt. The fair values of cash equivalents, accounts receivable and accounts payable approximate their carrying amounts reported on its Consolidated Balance Sheets due to their short duration.

Debt is carried at amortized cost; however, the Company estimates the fair value of debt for disclosure purposes. The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:
SEPTEMBER 29, 2024DECEMBER 31, 2023
(dollars in thousands)CARRYING VALUEFAIR VALUE LEVEL 2CARRYING VALUEFAIR VALUE LEVEL 2
Senior secured credit facility - revolving credit facility$775,000 $775,000 $381,000 $381,000 
2025 Notes$20,724 $31,767 $104,786 $265,896 
2029 Notes$300,000 $280,887 $300,000 $277,809 

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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
12.    Income Taxes
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Income (loss) before (benefit) provision for income taxes$1,032 $45,373 $(39,959)$230,047 
(Benefit) provision for income taxes$(6,509)$(58)$5,159 $21,186 
Effective income tax rate(NM)(0.1)%(12.9)%9.2 %
________________
NM Not meaningful.

For the thirteen weeks ended September 29, 2024, the benefit for income taxes 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.

For the thirteen weeks ended September 24, 2023, the benefit for income taxes includes the benefits of Brazil tax legislation, that included a temporary reduction in the Brazilian income tax rate from 34% to 0%, as well as the income tax exemption on Brazil state value added tax (“VAT”) benefits.

The effective income tax rate for the thirty-nine weeks ended September 29, 2024 is lower than the effective income tax rate for the thirty-nine weeks ended September 24, 2023, primarily due to 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.

On January 24, 2024, the Company’s Brazilian subsidiary received an unfavorable second level court ruling related to its ongoing litigation regarding its eligibility for tax exemptions under the Brazil tax legislation. This legislation temporarily granted certain industries a 100% exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS). The Company claimed this benefit for the periods between September 2022 and December 2023. The Company is appealing this ruling and in connection with the appeal made a cash judicial deposit of $42.9 million, inclusive of principal, interest and potential penalties, in July 2024. The deposit was recorded in Other assets, net, on the Company’s Consolidated Balance Sheet. The judicial deposit accumulates interest income until final resolution of the judicial proceedings. The Company believes that it will more likely than not prevail in this appeal and, accordingly, has not recorded any expense or liability for the disputed amounts.

On November 6, 2024, the Company entered into a purchase agreement to sell 67% of its Brazil operations. In connection with the purchase agreement, the Company expects to retain the legal rights to fully recover the judicial deposit related to the Brazil tax legislation. The Company is still evaluating the value of those legal rights to recovery and the accounting for such amounts. See Note 15 - Subsequent Events of the Notes to Consolidated Financial Statements for additional details regarding the purchase agreement.

During the second quarter of 2024, Brazil enacted new tax legislation that temporarily grants certain industries a 100% exemption from income tax (IRPJ and CSLL) for the periods between May 23, 2024 and December 2024 and 100% exemption from federal value added taxes (PIS and COFINS) for the periods between May 23, 2024 and December 2026. The Company applied for this exemption and was approved by the Brazilian tax authorities. The Company’s estimated annual effective income tax rate for the thirteen and thirty-nine weeks ended September 29, 2024 includes the benefit expected from this legislation. The new Brazil tax legislation also established a country-wide limitation to the total benefits that will be granted under this law. The exemption from value added taxes could end before December 2026 due to this country-wide limitation.

In the U.S., a restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”). The level of FICA tax credits is primarily driven by U.S. Restaurant sales and is not impacted by costs incurred that may reduce Income before provision for income taxes.
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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The effective income tax rate for the thirty-nine weeks ended September 29, 2024 was lower than the Company’s blended federal and state statutory rate of approximately 26% primarily due to 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.

The effective income tax rates for the thirteen and thirty-nine weeks ended September 24, 2023 were lower than the Company’s blended federal and state statutory rate of approximately 26% primarily due to the benefit of FICA tax credits on certain tipped wages, benefits of Brazil tax legislation that include a temporary reduction in the Brazilian income tax rate from 34% to 0%, and the income tax exemption on Brazil state VAT benefits.

13.    Commitments and Contingencies

Litigation and Other Matters - The Company recorded reserves of $5.1 million and $13.3 million for certain of its outstanding legal proceedings as of September 29, 2024 and December 31, 2023, respectively, within Accrued and other current liabilities on its Consolidated Balance Sheets. While the Company believes that additional losses beyond these accruals are reasonably possible, it cannot estimate a possible loss contingency or range of reasonably possible loss contingencies beyond these accruals.

Lease Guarantees - The Company assigned its interest, and is contingently liable, under certain real estate leases. These leases have varying terms, the latest of which expires in 2032. As of September 29, 2024, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was $11.1 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of September 29, 2024 was $8.7 million. In the event of default, the indemnity clauses in the Company’s purchase and sale agreements generally govern its ability to pursue and recover damages incurred. As of September 29, 2024 and December 31, 2023, the Company’s recorded contingent lease liability was $1.8 million and $5.3 million, respectively.

14.    Segment Reporting

The following is a summary of reporting segments:
REPORTABLE SEGMENT (1)CONCEPTGEOGRAPHIC LOCATION
U.S.Outback SteakhouseUnited States of America
Carrabba’s Italian Grill
Bonefish Grill
Fleming’s Prime Steakhouse & Wine Bar
InternationalOutback SteakhouseBrazil, Hong Kong/China
Carrabba’s Italian Grill (Abbraccio)Brazil
_________________
(1)Includes franchise locations.

Segment accounting policies are the same as those described in Note 2 - Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Revenues for all segments include only transactions with customers and exclude intersegment revenues. 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.


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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
The following tables summarize Total revenues, Depreciation and amortization, and Income (loss) from operations by segment for the periods indicated:
THIRTEEN WEEKS ENDED SEPTEMBER 29, 2024
(dollars in thousands)U.S.INTERNATIONALCORPORATECONSOLIDATED
Total revenues$887,325 $151,446 $— $1,038,771 
Depreciation and amortization$41,922 $6,184 $2,102 $50,208 
Income (loss) from operations$38,853 $15,608 $(37,251)$17,210 
THIRTEEN WEEKS ENDED SEPTEMBER 24, 2023
(dollars in thousands)U.S.INTERNATIONALCORPORATECONSOLIDATED
Total revenues$912,972 $166,861 $— $1,079,833 
Depreciation and amortization$39,829 $6,231 $1,938 $47,998 
Income (loss) from operations$68,014 $22,034 $(31,832)$58,216 

THIRTY-NINE WEEKS ENDED SEPTEMBER 29, 2024
(dollars in thousands)U.S.INTERNATIONALCORPORATECONSOLIDATED
Total revenues$2,904,602 $448,362 $— $3,352,964 
Depreciation and amortization$122,506 $20,140 $6,369 $149,015 
Income (loss) from operations$216,014 $30,496 $(106,076)$140,434 
THIRTY-NINE WEEKS ENDED SEPTEMBER 24, 2023
(dollars in thousands)U.S.INTERNATIONALCORPORATECONSOLIDATED
Total revenues$3,011,197 $466,076 $— $3,477,273 
Depreciation and amortization$117,367 $18,276 $6,222 $141,865 
Income (loss) from operations$304,265 $67,028 $(102,998)$268,295 

The following table is a reconciliation of segment income from operations to Income (loss) before (benefit) provision for income taxes for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Income from operations$17,210 $58,216 $140,434 $268,295 
Loss on extinguishment of debt(225)— (136,022)— 
Interest expense, net(15,953)(12,843)(44,371)(38,248)
Income (loss) before (benefit) provision for income taxes$1,032 $45,373 $(39,959)$230,047 

15.    Subsequent Events

On November 6, 2024, Bloom Group Holdings, B.V., (the “Seller”) and an indirect wholly owned subsidiary of the Company, entered into a Quota Purchase Agreement and Other Covenants (the “Purchase Agreement”), by and among the Seller, Bloom Participações Ltda. (“BPar”), Outback Steakhouse Restaurantes Brasil S.A. (“OSRB” and, together with BPar, the “Target Entities”), and Osaka Participações Societárias S.A. (“Buyer”). Buyer is owned by a fund managed by an affiliate of Vinci Partners Investments Ltd.

BPar is a wholly owned subsidiary of Seller and owns substantially all of the capital stock and all of the voting rights of OSRB. Pursuant to the Purchase Agreement, the Seller will sell to Buyer shares representing 67% of the capital stock of BPar and, as a consequence, Buyer will hold the corresponding pro rata portion of the capital stock of the Target Entities (such purchase and sale, together with the other transactions and agreements contemplated by the Purchase Agreement, the “Transaction”). The Company will retain an indirect 33% interest in its Brazil operations through the Target Entities.Under the terms and conditions of the Purchase Agreement, the aggregate
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BLOOMIN’ BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) - Continued
consideration paid to the Seller consists of 67% of the enterprise valuation of the Target Entities in the amount of R$2.06 billion Brazilian Reais, which equals R$1.4 billion Brazilian Reais (approximately $243 million in U.S. Dollars based on the current exchange rate), subject to customary adjustments for working capital, net indebtedness and unpaid transactions expenses, and withholding for Brazilian taxes (the “Purchase Price”). The Purchase Price will be paid in two installments: 52% on the closing date (the “Closing Date”) of the Purchase Agreement and 48% on the first anniversary of the Closing Date.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, and customary indemnification obligations of the Company.

Subject to satisfaction of closing conditions, the Company expects the Transaction to close on or before December 31, 2024.

Following the closing, the Brazil restaurants will be operated as unconsolidated franchisees and a subsidiary of the Company will enter into amended and restated franchise agreements with OSRB.

At the closing, the Seller will also enter into a Shareholders Agreement (the “Shareholders Agreement”) by and among Seller, BPar, OSRB and Buyer, pursuant to which Buyer and Seller will have representation on the board of directors and in executive management of the Target Entities based on their respective post-Transaction interests. The Shareholders Agreement will also contain customary corporate governance provisions, customary restrictions on transfer of shares and customary shareholders’ rights.

The Shareholders Agreement will set forth a put-call mechanism pursuant to which: (i) Buyer may cause Seller to sell the totality of its interest in the Target Entities for a period between October 1, 2028 and December 31, 2028 (the “Option Exercise Period”), and (ii) the Seller may cause Buyer to purchase the totality of Seller’s interest in the Target Entities during the Option Exercise Period.

In connection with the Transaction, the Company expects to mitigate most of the exchange rate risk associated with the Purchase Price installment payments by entering into foreign exchange forward contracts.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes. Unless the context otherwise indicates, as used in this report, the term the “Company,” “we,” “us,” “our” and other similar terms mean Bloomin’ Brands, Inc. and its subsidiaries.

Cautionary Statement

This Quarterly Report on Form 10-Q (the “Report”) includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “feels,” “seeks,” “forecasts,” “projects,” “intends,” “plans,” “may,” “will,” “should,” “could” or “would” or, in each case, their negative or other variations or comparable terminology, although not all forward-looking statements are accompanied by such terms. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause actual results to differ materially from statements made or suggested by forward-looking statements include, but are not limited to, the following:

(i)Consumer reactions to public health and food safety issues;

(ii)Minimum wage increases, additional mandated employee benefits and fluctuations in the cost and availability of employees;

(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;

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

(vi)Our ability to protect our information technology systems from interruption or security breach, including cybersecurity threats, and to protect consumer data and personal employee information;

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
(vii)Fluctuations in the price and availability of commodities, including supplier freight charges and restaurant distribution expenses, and other impacts of inflation and our dependence on a limited number of suppliers and distributors to meet our beef, pork, chicken and other major product supply needs;

(viii)Our ability to preserve and grow the reputation and value of our brands, particularly in light of changes in consumer engagement with social media platforms and limited control with respect to the operations of our franchisees;

(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;

(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;

(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;

(xv)Seasonal and periodic fluctuations in our results and the effects of significant adverse weather conditions and other disasters or unforeseen events;

(xvi)The effects of our leverage and restrictive covenants in our various credit facilities on our ability to raise additional capital to fund our operations, to make capital expenditures to invest in new or renovate restaurants and to react to changes in the economy or our industry;

(xvii)Any impairment in the carrying value of our goodwill or other intangible or long-lived assets and its effect on our financial condition and results of operations; and

(xviii)Such other factors as discussed in Part I, Item IA. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023.

Given these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior
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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

Overview

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: 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:

•U.S. combined and Outback Steakhouse comparable restaurant sales of (1.5)% and (1.3)%, respectively;
•Decrease in Total revenues of (3.8)% as compared to the third quarter of 2023;
•Operating income and restaurant-level operating margins of 1.7% and 12.5%, respectively, as compared to 5.4% and 13.8%, respectively, for the third quarter of 2023;
•Operating income of $17.2 million as compared to $58.2 million in the third quarter of 2023; and
•Diluted earnings per share of $0.08 as compared to $0.45 for the third quarter of 2023.

Agreement to Sell Majority Ownership of our Brazil Operations - On November 8, 2024, we announced an agreement to sell 67% of our Brazil operations at a total enterprise valuation of R$2.06 billion Brazilian Reais, which equals R$1.4 billion Brazilian Reais (approximately $243 million in U.S. Dollars based on current exchange rates) to Buyer. We will retain an indirect 33% interest in our Brazil operations.

The sale transaction is expected to close on or before December 31, 2024. Following the closing of the sale, our subsidiary will enter into amended and restated franchise agreements with the buyer and our Brazil restaurants will be operated as unconsolidated franchisees. See Note 15 - Subsequent Events of the Notes to Consolidated Financial Statements for additional details regarding the sale agreement.

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

•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.

•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. Our
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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. 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:

(i)Franchise and other revenues, which are earned primarily from franchise royalties and other non-food and beverage revenue streams, such as rental and sublease income;
(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;
(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; and
(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. 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. In addition, our presentation of restaurant-level operating margin may not be comparable to similarly titled measures used by other companies in our industry.

•Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share—non-GAAP financial measures utilized to evaluate our operating performance.
    
We believe that our use of these non-GAAP financial measures permits investors to assess the operating performance of our business relative to our performance based on U.S. GAAP results and relative to other companies within the restaurant industry by isolating the effects of certain items that may vary from period to period without correlation to core operating performance or that vary widely among similar companies. However, our inclusion of these adjusted measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items or that the items for which we have made adjustments are unusual or infrequent or will not recur. We believe that the disclosure of these non-GAAP measures is useful to investors as they form part of the basis for how our management team and Board evaluate our operating performance, allocate resources and administer employee incentive plans.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Selected Operating Data - The table below presents the number of our restaurants in operation as of the periods indicated:
Number of restaurants (at end of the period):SEPTEMBER 29, 2024SEPTEMBER 24, 2023
U.S.
Outback Steakhouse  
Company-owned550 557 
Franchised123 127 
Total673 684 
Carrabba’s Italian Grill
Company-owned192 199 
Franchised18 19 
Total210 218 
Bonefish Grill
Company-owned162 170 
Franchised4 5 
Total166 175 
Fleming’s Prime Steakhouse & Wine Bar
Company-owned63 64 
Aussie Grill
Company-owned4 7 
Franchised2 — 
Total6 7 
U.S. total1,118 1,148 
International
Company-owned
Outback Steakhouse - Brazil (1)172 153 
Other (1)30 37 
Franchised
Outback Steakhouse - South Korea94 92 
Other49 47 
International total345 329 
System-wide total1,463 1,477 
System-wide total - Company-owned1,173 1,187 
System-wide total - Franchised290 290 
____________________
(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.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Results of Operations

REVENUES

Restaurant Sales - Following is a summary of the change in Restaurant sales for the periods indicated:
(dollars in millions)THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
For the periods ended September 24, 2023$1,064.4 $3,430.0 
Change from:
Restaurant closures (1)(31.6)(92.8)
Comparable restaurant sales (2)(18.1)(65.5)
Effect of foreign currency translation(16.5)(9.5)
Restaurant openings (3)26.5 64.8 
Brazil value added tax exemptions (4)0.4 (18.9)
For the periods ended September 29, 2024$1,025.1 $3,308.1 
________________
(1)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.

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 ENDEDTHIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Average restaurant unit volumes (weekly):   
U.S.
Outback Steakhouse$72,108 $72,072 $77,952 $78,325 
Carrabba’s Italian Grill$64,038 $64,067 $68,867 $68,348 
Bonefish Grill$56,477 $58,111 $62,342 $64,343 
Fleming’s Prime Steakhouse & Wine Bar$95,755 $92,452 $106,296 $108,066 
International
Outback Steakhouse - Brazil (1)$52,606 $64,554 $56,351 $62,030 
Operating weeks: 
U.S.
Outback Steakhouse7,148 7,269 21,461 21,947 
Carrabba’s Italian Grill2,496 2,587 7,534 7,761 
Bonefish Grill2,106 2,210 6,380 6,676 
Fleming’s Prime Steakhouse & Wine Bar819 832 2,474 2,522 
International
Outback Steakhouse - Brazil2,219 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.
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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
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 ENDEDTHIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024 (1)SEPTEMBER 24, 2023SEPTEMBER 29, 2024 (1)SEPTEMBER 24, 2023
Year over year percentage change:
Comparable restaurant sales (restaurants open 18 months or more):
U.S. (2)
Outback Steakhouse (1.3)%(1.1)%(0.9)%1.6 %
Carrabba’s Italian Grill(1.5)%3.0 %0.4 %4.4 %
Bonefish Grill(4.1)%(0.5)%(3.7)%2.2 %
Fleming’s Prime Steakhouse & Wine Bar1.2 %(4.1)%(0.8)%(0.9)%
Combined U.S.(1.5)%(0.5)%(1.1)%1.9 %
International
Outback Steakhouse - Brazil (3)(4)(3.6)%4.1 %(1.9)%7.3 %
Traffic: 
U.S.
Outback Steakhouse(3.9)%(6.1)%(4.0)%(4.3)%
Carrabba’s Italian Grill(3.4)%(0.1)%(2.7)%0.3 %
Bonefish Grill(8.5)%(5.7)%(6.7)%(3.1)%
Fleming’s Prime Steakhouse & Wine Bar(7.3)%(4.4)%(6.7)%(2.1)%
Combined U.S.(4.4)%(4.7)%(4.2)%(3.1)%
International
Outback Steakhouse - Brazil (3)(7.7)%(1.0)%(4.9)%(1.0)%
Average check per person (5):
U.S.
Outback Steakhouse2.6 %5.0 %3.1 %5.9 %
Carrabba’s Italian Grill1.9 %3.1 %3.1 %4.1 %
Bonefish Grill4.4 %5.2 %3.0 %5.3 %
Fleming’s Prime Steakhouse & Wine Bar8.5 %0.3 %5.9 %1.2 %
Combined U.S.2.9 %4.2 %3.1 %5.0 %
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.
(2)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.
(5)Includes the impact of menu pricing changes, product mix and discounts.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
COSTS AND EXPENSES

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 ENDEDTHIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Revenues
Restaurant sales98.7 %98.6 %98.7 %98.6 %
Franchise and other revenues1.3 1.4 1.3 1.4 
Total revenues100.0 100.0 100.0 100.0 
Costs and expenses
Food and beverage (1)29.7 30.2 30.2 30.8 
Labor and other related (1)30.5 29.5 29.8 28.6 
Other restaurant operating (1)27.3 26.4 25.7 24.4 
Depreciation and amortization4.8 4.4 4.4 4.1 
General and administrative 6.6 5.8 5.9 5.5 
Provision for impaired assets and restaurant closings0.5 (0.6)1.0 (*)
Total costs and expenses98.3 94.6 95.8 92.3 
Income from operations1.7 5.4 4.2 7.7 
Loss on extinguishment of debt(*)— (4.1)— 
Interest expense, net(1.6)(1.2)(1.3)(1.1)
Income (loss) before (benefit) provision for income taxes0.1 4.2 (1.2)6.6 
(Benefit) provision for income taxes(0.6)(*)0.1 0.6 
Net income (loss)0.7 4.2 (1.3)6.0 
Less: net income attributable to noncontrolling interests*0.1 0.1 0.1 
Net income (loss) attributable to Bloomin’ Brands
0.7 %4.1 %(1.4)%5.9 %
____________________
(1)As a percentage of Restaurant sales.
*    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.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
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. restaurant.

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. segment.

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.

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 and interest income in connection with the Brazil judicial deposit.

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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.

SEGMENT PERFORMANCE

The following is a summary of reporting segments:
REPORTABLE SEGMENT (1)CONCEPTGEOGRAPHIC LOCATION
U.S.Outback SteakhouseUnited States of America
Carrabba’s Italian Grill
Bonefish Grill
Fleming’s Prime Steakhouse & Wine Bar
InternationalOutback SteakhouseBrazil, 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. 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.

Refer to Note 14 - 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:
U.S.INTERNATIONAL
THIRTEEN WEEKS ENDEDTHIRTEEN WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Revenues
Restaurant sales$877,052 $901,138 $148,038 $163,275 
Franchise and other revenues10,273 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 margin4.4 %7.4 %10.3 %13.2 %
Restaurant-level operating income$100,315 $114,869 $31,210 $32,404 
Restaurant-level operating margin11.4 %12.7 %21.1 %19.8 %
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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
U.S.INTERNATIONAL
THIRTY-NINE WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Revenues
Restaurant sales$2,870,036 $2,975,145 $438,106 $454,832 
Franchise and other revenues34,566 36,052 10,256 11,244 
Total revenues$2,904,602 $3,011,197 $448,362 $466,076 
Income from operations$216,014 $304,265 $30,496 $67,028 
Operating income margin7.4 %10.1 %6.8 %14.4 %
Restaurant-level operating income$398,746 $457,533 $80,411 $96,092 
Restaurant-level operating margin13.9 %15.4 %18.4 %21.1 %

Restaurant sales - Following is a summary of the change in segment Restaurant sales for the periods indicated:
U.S.INTERNATIONAL
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDEDTHIRTEEN WEEKS ENDEDTHIRTY-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 
Change from:Change from:
Restaurant closures (1)(26.2)(83.8)Effect of foreign currency translation(16.5)(9.5)
Comparable restaurant sales (2)(13.5)(57.2)Restaurant closures (1)(5.4)(9.0)
Restaurant openings (3)15.7 35.9 Comparable restaurant sales(4.6)(8.3)
For the periods ended September 29, 2024$877.1 $2,870.0 Restaurant openings (3)10.8 28.9 
Brazil value added tax exemptions (4)0.4 (18.9)
For the periods ended September 29, 2024$148.0 $438.1 
____________________
(1)The thirteen weeks ended 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.
(2)U.S. 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

U.S. - 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.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
The decrease in U.S. Income from operations generated during the thirty-nine weeks ended September 29, 2024 as compared to the thirty-nine weeks ended September 24, 2023 was primarily due to: (i) lower restaurant sales, as discussed above, (ii) higher labor, operating and commodity costs, primarily due to inflation, (iii) higher impairment, closure costs and severance, including a lease termination gain in Q3 2023, (iv) unfavorable product mix and (v) higher advertising expense. These decreases were partially offset by increases from an increase in average check per person and the impact of certain cost-saving and productivity initiatives.

International - The decrease in international Income from operations generated during the thirteen weeks ended September 29, 2024 as compared to the thirteen weeks ended September 24, 2023 was primarily due to: (i) lower restaurant sales, as discussed above, (ii) higher closure costs and severance and (iii) higher operating, labor and commodity costs, primarily due to inflation. These decreases were partially offset by: (i) favorable product mix, (ii) an increase in average check per person and (iii) lower advertising expense.

The decrease in international Income from operations generated during the thirty-nine weeks ended September 29, 2024 as compared to the thirty-nine weeks ended September 24, 2023 was primarily due to: (i) higher impairment and closure costs, (ii) lower restaurant sales, as discussed above, (iii) higher operating, labor and commodity costs, primarily due to inflation and (iv) a lower benefit from value added tax exemptions in Brazil. These decreases were partially offset by: (i) an increase in average check per person, (ii) favorable product mix and (iii) lower advertising expense.

Non-GAAP Financial Measures

Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - The following table reconciles consolidated Income from operations and the corresponding margin to restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:
ConsolidatedTHIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Income from operations$17,210 $58,216 $140,434 $268,295 
Operating income margin1.7 %5.4 %4.2 %7.7 %
Less:
Franchise and other revenues13,681 15,420 44,822 47,296 
Plus:
Depreciation and amortization50,208 47,998 149,015 141,865 
General and administrative68,485 62,246 196,413 191,408 
Provision for impaired assets and restaurant closings5,597 (6,008)32,731 (857)
Restaurant-level operating income$127,819 $147,032 $473,771 $553,415 
Restaurant-level operating margin12.5 %13.8 %14.3 %16.1 %
Adjustments:
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 margin12.5 %14.0 %14.3 %16.2 %
____________________
(1)Costs incurred in connection with the transition to a new partner compensation program.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Segment Restaurant-level and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations - The following tables reconcile segment Income from operations and the corresponding margin to segment restaurant-level operating income and adjusted restaurant-level operating income and the corresponding margins for the periods indicated:
U.S.THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Income from operations$38,853 $68,014 $216,014 $304,265 
Operating income margin4.4 %7.4 %7.4 %10.1 %
Less:
Franchise and other revenues10,273 11,834 34,566 36,052 
Plus:
Depreciation and amortization41,922 39,829 122,506 117,368 
General and administrative27,945 24,868 79,853 72,809 
Provision for impaired assets and restaurant closings1,868 (6,008)14,939 (857)
Restaurant-level operating income$100,315 $114,869 $398,746 $457,533 
Restaurant-level operating margin11.4 %12.7 %13.9 %15.4 %
Adjustments:
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$100,315 $116,763 $399,180 $459,427 
Adjusted restaurant-level operating margin11.4 %13.0 %13.9 %15.4 %
____________________
(1)Costs incurred in connection with the transition to a new partner compensation program.

InternationalTHIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Income from operations$15,608 $22,034 $30,496 $67,028 
Operating income margin10.3 %13.2 %6.8 %14.4 %
Less:
Franchise and other revenues3,408 3,586 10,256 11,244 
Plus:
Depreciation and amortization6,184 6,231 20,140 18,275 
General and administrative9,098 7,725 22,240 22,033 
Provision for impaired assets and restaurant closings3,728 — 17,791 — 
Restaurant-level operating income$31,210 $32,404 $80,411 $96,092 
Restaurant-level operating margin21.1 %19.8 %18.4 %21.1 %

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Adjusted Restaurant-level Operating Margin Non-GAAP Reconciliations (continued) - The following tables present the percentages of certain operating cost financial statement line items in relation to Restaurant sales for the periods indicated:
THIRTEEN WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023
REPORTEDADJUSTEDREPORTEDADJUSTED (1)
Restaurant sales100.0 %100.0 %100.0 %100.0 %
Food and beverage29.7 %29.7 %30.2 %30.2 %
Labor and other related30.5 %30.5 %29.5 %29.4 %
Other restaurant operating27.3 %27.3 %26.4 %26.4 %
Restaurant-level operating margin12.5 %12.5 %13.8 %14.0 %
THIRTY-NINE WEEKS ENDED
SEPTEMBER 29, 2024SEPTEMBER 24, 2023
REPORTEDADJUSTED (1)REPORTEDADJUSTED (1)
Restaurant sales100.0 %100.0 %100.0 %100.0 %
Food and beverage30.2 %30.2 %30.8 %30.8 %
Labor and other related29.8 %29.8 %28.6 %28.6 %
Other restaurant operating25.7 %25.7 %24.4 %24.4 %
Restaurant-level operating margin14.3 %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.

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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 ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in thousands)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Income from operations$17,210 $58,216 $140,434 $268,295 
Operating income margin1.7 %5.4 %4.2 %7.7 %
Adjustments:
Total restaurant-level operating income adjustments (1)— 1,894 434 1,894 
Asset impairments and closure-related charges (2)5,127 (6,586)33,873 (6,586)
Executive transition costs (3)4,121 — 4,121 — 
Strategic initiative fees (4)3,000 — 4,000 — 
Transaction-related expenses (5)1,490 — 1,490 — 
Other (6)— 3,436 — 3,436 
Total income from operations adjustments13,738 (1,256)43,918 (1,256)
Adjusted income from operations$30,948 $56,960 $184,352 $267,039 
Adjusted operating income margin3.0 %5.3 %5.5 %7.7 %
_________________
(1)See the Consolidated Restaurant-level Operating Income and Adjusted Restaurant-level Operating Income and Corresponding Margins Non-GAAP Reconciliations table above for details regarding restaurant-level operating income adjustments.
(2)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. restaurants. 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.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Adjusted Net Income and Adjusted Diluted Earnings Per Share Non-GAAP Reconciliations - The following table reconciles Net income (loss) attributable to Bloomin’ Brands to adjusted net income and adjusted diluted earnings per share for the periods indicated:
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(in thousands, except per share data)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
Net income (loss) attributable to Bloomin’ Brands
$6,912 $44,528 $(48,557)$204,116 
Adjustments:
Income from operations adjustments (1)13,738 (1,256)43,918 (1,256)
Loss on extinguishment of debt (2)— — 135,797 — 
Total adjustments, before income taxes13,738 (1,256)179,715 (1,256)
Adjustment to provision for income taxes (3)(2,498)(2,650)(4,466)(2,650)
Net adjustments11,240 (3,906)175,249 (3,906)
Adjusted net income$18,152 $40,622 $126,692 $200,210 
Diluted earnings (loss) per share$0.08 $0.45 $(0.56)$2.08 
Adjusted diluted earnings per share (4)(5)$0.21 $0.41 $1.41 $2.04 
Diluted weighted average common shares outstanding (5)86,164 98,548 86,258 97,987 
Adjusted diluted weighted average common shares outstanding (4)(5)86,164 98,548 90,057 97,987 
_________________
(1)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 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. However, considering the adjusted net income position, adjusted diluted weighted average common shares outstanding incorporates securities that would have been dilutive for GAAP.

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. Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations. System-wide sales comprise sales of Company-owned and franchised restaurants. For a summary of sales of Company-owned restaurants, refer to Note 2 - Revenue Recognition of the Notes to Consolidated Financial Statements.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
The following table provides a summary of sales of franchised restaurants for the periods indicated, which are not included in our consolidated financial results. Franchise sales within this table do not represent our sales and are presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or service fees.
THIRTEEN WEEKS ENDEDTHIRTY-NINE WEEKS ENDED
(dollars in millions)SEPTEMBER 29, 2024SEPTEMBER 24, 2023SEPTEMBER 29, 2024SEPTEMBER 24, 2023
U.S.
Outback Steakhouse$120 $119 $381 $386 
Carrabba’s Italian Grill10 11 33 36 
Bonefish Grill2 2 7 7 
Aussie Grill— — 1 — 
U.S. total132 132 422 429 
International
Outback Steakhouse - South Korea76 84 228 254 
Other25 26 73 78 
International total101 110 301 332 
Total franchise sales$233 $242 $723 $761 

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.

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 FACILITYTOTAL CREDIT FACILITIES
(dollars in thousands)SENIOR SECURED CREDIT FACILITYFORMER CREDIT FACILITY2025 NOTES2029 NOTES
Balance as of December 31, 2023$— $381,000 $104,786 $300,000 $785,786 
2024 new debt845,000 1,195,000 — — 2,040,000 
2024 payments(70,000)(1,576,000)— — (1,646,000)
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 %
Principal maturity dateSeptember 2029May 2025April 2029
____________________
(1)The revolving credit facility interest rate represents the weighted average interest rate as of September 29, 2024.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
As of September 29, 2024, we had $407.2 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $17.8 million.

Third Amended and Restated Credit Agreement - On September 19, 2024, we and OSI, as co-borrowers, entered into the Third Amended and Restated Credit Agreement which provides for senior secured financing of up to $1.2 billion consisting of the Senior Secured Credit Facility. The Senior Secured Credit Facility matures on September 19, 2029 and replaced our Former Credit Facility financing of up to $1.0 billion. Our total indebtedness and the interest rate applied to our borrowings remained unchanged as a result of the Third Amended and Restated Credit Agreement. See Note 6 - Supplemental Balance Sheet Information - Long-term debt, net of the Notes to Consolidated Financial Statements for additional details regarding the Third Amended and Restated Credit Agreement.

Our credit agreement, as amended, contains various financial and non-financial covenants. A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the revolving credit facility and cause an acceleration of the amounts due under the credit facilities.

As of September 29, 2024 and December 31, 2023, we were in compliance with our debt covenants. We believe that we will remain in compliance with our debt covenants during the next 12 months and beyond.

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.

Use 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 or relocating older restaurants, investments in technology, dividend payments and share repurchases.

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.

Capital Expenditures - We estimate that our capital expenditures will total approximately $260 million to $270 million in 2024. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including raw material constraints.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Brazil Judicial Deposit - In July 2024, we made a judicial deposit of $42.9 million, inclusive of principal, interest and potential penalties, in connection with our appeal of an unfavorable court ruling regarding our eligibility for tax exemptions under the Brazil tax legislation. The judicial deposit includes the disputed amounts through December 31, 2023 and was recorded in Other assets, net, on our Consolidated Balance Sheet. The judicial deposit accumulates interest income until final resolution of the judicial proceedings. We believe that we will more likely than not prevail in this appeal and, accordingly, have not recorded any expense or liability for the disputed amounts.

Dividends and Share Repurchases - In October 2024, our Board declared a quarterly cash dividend of $0.24 per share, payable on December 11, 2024. Future dividend payments are dependent on our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant, as well as continued compliance with the financial covenants in our debt agreements.

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:
(dollars in thousands)DIVIDENDS PAIDSHARE REPURCHASESTOTAL
Fiscal year 2023$83,742 $70,000 $153,742 
First fiscal quarter 2024 (1)21,075 188,500 209,575 
Second fiscal quarter 2024 (2)20,762 59,000 79,762 
Third fiscal quarter 202420,375 18,195 38,570 
Total$145,954 $335,695 $481,649 
________________
(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.

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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Summary of Cash Flows and Financial Condition

Cash Flows - The following chart presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated:
549755815475

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

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

Financing Activities - Net cash provided by financing activities during the thirty-nine weeks ended September 29, 2024 was due to net draws on the revolving credit facility exceeding cash used to repurchase common stock and pay dividends on our common stock, and net cash received from the Early Termination Agreements. Net cash used in financing activities during thirty-nine weeks ended September 24, 2023 was primarily due to cash dividends on our common stock, repurchases of our common stock and net repayments on our revolving credit facility partially offset by proceeds from stock-based compensation.

Financial Condition - Following is a summary of our current assets, current liabilities and working capital (deficit) as of the periods indicated:
(dollars in thousands)SEPTEMBER 29, 2024DECEMBER 31, 2023
Current assets$261,058 $343,314 
Current liabilities848,970 1,002,335 
Working capital (deficit)$(587,912)$(659,021)

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
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BLOOMIN’ BRANDS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
companies). We operate successfully with negative working capital because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories. Additionally, ongoing cash flows from restaurant operations and gift card sales are typically used to service debt obligations and to make capital expenditures.

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.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in commodity prices, labor inflation and foreign currency exchange rates and interest rates. We believe that there have been no material changes in our market risk since December 31, 2023. See Part II, Item 7A., “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2023 for further information regarding market risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 29, 2024.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the thirteen weeks ended September 29, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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BLOOMIN’ BRANDS, INC.
PART II: OTHER INFORMATION

Item 1.    Legal Proceedings

For a description of our legal proceedings, see Note 13 - Commitments and Contingencies of the Notes to Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the other information discussed in this report, please consider the factors described in Part I, Item 1A., “Risk Factors,” in our 2023 Form 10-K which could materially affect our business, financial condition or future results. There have not been any material changes to the risk factors described in our 2023 Form 10-K, but these are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities during the thirteen weeks ended September 29, 2024 that were not registered under the Securities Act.

Share Repurchases - The following table provides information regarding our purchases of common stock during the thirteen weeks ended September 29, 2024:
REPORTING PERIODTOTAL NUMBER OF SHARES PURCHASEDAVERAGE PRICE PAID PER SHARETOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMSAPPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (1)
July 1, 2024 through July 28, 2024663,184 $18.62 663,184 $102,650,393 
July 29, 2024 through August 25, 2024305,555 $19.13 305,555 $96,805,100 
August 26, 2024 through September 29, 2024— $— — $96,805,100 
Total968,739 968,739 
____________________
(1)In February 2024, our Board approved a new share repurchase authorization of up to $350.0 million of our outstanding common stock as announced in our press release issued February 23, 2024 (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program will expire on August 13, 2025.

Item 5. Other Information

Rule 10b5-1 Trading Plans - During the thirteen weeks ended September 29, 2024, none of the Company’s directors or executive officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) .

Item 6. Exhibits
EXHIBIT
NUMBER		DESCRIPTION OF EXHIBITSFILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
10.1*August 7, 2024, Form 10-Q, Exhibit 10.2
10.2*Filed herewith
10.3*Filed herewith
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EXHIBIT
NUMBER		DESCRIPTION OF EXHIBITSFILINGS REFERENCED FOR
INCORPORATION BY REFERENCE
10.4September 24, 2024, Form 8-K, Exhibit 10.1
10.5*October 24, 2024, Form 8-K, Exhibit 10.1
10.6**
November 8, 2024, Form 8-K, Exhibit 10.1
31.1Filed herewith
31.2Filed herewith
32.1Furnished herewith
32.2Furnished herewith
101.INSInline XBRL Instance DocumentFiled herewith
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)Filed herewith
* Management contract or compensatory plan or arrangement required to be filed as an exhibit.
** Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(2)(ii).
(1) These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:November 8, 2024BLOOMIN’ BRANDS, INC.
            (Registrant)
 By: /s/ Philip Pace
 Philip Pace
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)



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