0001546417-22-000096 | 10-Q | XBRL Viewer

Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 25, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Cash Flow Hedges of Interest Rate Risk - In October 2018, the Company entered into variable-to-fixed interest rate swap agreements with 12 counterparties to hedge a portion of the cash flows of the Company’s variable rate debt. The swap agreements had an aggregate notional amount of $550.0 million and mature on November 30, 2022. Under the terms of the swap agreements, the Company paid a weighted average fixed rate of 3.04% on the notional amount and received payments from the counterparty based on one-month LIBOR. During 2021, the Company terminated its variable-to-fixed interest rate swap agreements with certain counterparties and as a result, as of December 26, 2021 had interest rate swap agreements remaining with two counterparties for an aggregate notional amount of $125.0 million.

In connection with the Amended Credit Agreement, on April 26, 2022 the Company terminated its remaining variable-to-fixed interest rate swap agreements. Following these terminations, the unrealized loss related to the terminated swap agreements included in Accumulated other comprehensive loss is amortized to Interest expense, net during 2022.

The Company’s swap agreements were designated and qualified as cash flow hedges, recognized on its Consolidated Balance Sheet at fair value as of December 26, 2021 and classified based on the instruments’ maturity dates. As of September 25, 2022, the Company estimated $2.2 million of interest expense from the terminated swap agreements will be reclassified to Interest expense, net through the November 2022 maturity date of the swaps.

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

(dollars in thousands)

DECEMBER 26, 2021

CONSOLIDATED BALANCE SHEET CLASSIFICATION

Interest rate swaps - liability (1)

3,056

Accrued and other current liabilities

Accrued interest

276

Accrued and other current liabilities

____________________

(1)See Note 13 - Fair Value Measurements for fair value discussion of the interest rate swaps.

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Interest rate swap agreements:
Interest rate swap expense recognized in Interest expense, net	$	—	$	(2,045)	$	(1,284)	$	(8,127)
Income tax benefit recognized in Provision (benefit) for income taxes	—		526		330		2,091
Net effects of interest rate swap agreements	$	—	$	(1,519)	$	(954)	$	(6,036)
Terminated interest rate swap agreements:
Terminated interest rate swap expense recognized in Interest expense, net	$	(3,034)	$	(1,992)	$	(10,014)	$	(3,973)
Income tax benefit recognized in Provision (benefit) for income taxes	779		513		2,574		1,023
Net effects of terminated interest rate swap agreements	$	(2,255)	$	(1,479)	$	(7,440)	$	(2,950)
Total net effects on Net income	$	(2,255)	$	(2,998)	$	(8,394)	$	(8,986)

Impairments and Exit Costs

9 Months Ended

Sep. 25, 2022

Impairments, Exit Costs and Disposals [Abstract]

Impairments and Exit Costs

The components of Provision for impaired assets and restaurant closings are as follows for the period indicated:


	THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 26, 2021
Impairment losses
U.S.	$	8,289
International	180
Corporate	257
Total impairment losses	8,726
Restaurant closure charges (benefits)
U.S.	389
International	(153)
Total restaurant closure charges	236
Provision for impaired assets and restaurant closings	$	8,962

Impairment and closure charges during the period presented resulted primarily from locations identified for closure.

Annual Goodwill and Intangible Asset Impairment Assessment - The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets during its second fiscal quarter. The Company’s 2022 and 2021 assessments were qualitative. In connection with these assessments, the Company did not record any impairment charges.

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


	THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022
Balance, beginning of the period	$	8,485

Cash payments	(2,813)
Accretion	434
Adjustments	(272)
Balance, end of the period (1)	$	5,834

________________

(1)As of September 25, 2022, the Company had exit-related accruals related to certain closure and restructuring initiatives of $1.5 million recorded in Accrued and other current liabilities and $4.3 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.

Fair Value Measurements

9 Months Ended

Sep. 25, 2022

Fair Value Disclosures [Abstract]

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 2						Observable inputs available at measurement date other than quoted prices included in Level 1
Level 3						Unobservable 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:


	SEPTEMBER 25, 2022				DECEMBER 26, 2021
(dollars in thousands)	TOTAL		LEVEL 1			TOTAL		LEVEL 1		LEVEL 2
Assets:
Cash equivalents:
Fixed income funds	$	6,277	$	6,277		$	6,714	$	6,714	$	—
Money market funds	10,254		10,254			9,039		9,039		—
Restricted cash equivalents:

Money market funds	143		143			1,472		1,472		—




Total asset recurring fair value measurements	$	16,674	$	16,674		$	17,225	$	17,225	$	—

Liabilities:
Accrued and other current liabilities:
Derivative instruments - interest rate swaps	$	—	$	—		$	3,056	$	—	$	3,056

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


FINANCIAL INSTRUMENT						METHODS AND ASSUMPTIONS
Fixed income funds and Money market funds						Carrying value approximates fair value because maturities are less than three months.
Derivative instruments						The Company’s derivative instruments include interest rate swaps. Fair value measurements are based on the contractual terms of the derivatives and use 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 December 26, 2021, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

Fair Value Measurements on a Nonrecurring Basis - Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to property, fixtures and equipment, operating lease right-of-use assets, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value. Carrying value after impairment approximates fair value. The following table summarizes the Company’s assets measured at fair value by hierarchy level on a nonrecurring basis for the period indicated:












	THIRTY-NINE WEEKS ENDED
	SEPTEMBER 26, 2021
(dollars in thousands)		REMAINING CARRYING VALUE (1)		TOTAL IMPAIRMENT

Operating lease right-of-use assets		$	7,651	$	1,466
Property, fixtures and equipment		8,928		7,260

		$	16,579	$	8,726

________________

(1)All asset carrying values measured using discounted cash flow models (Level 3).

Interim Disclosures about Fair Value of Financial Instruments - The Company’s non-derivative financial instruments consist of cash equivalents, accounts receivable, accounts payable and current and long-term debt. 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 25, 2022				DECEMBER 26, 2021
	CARRYING VALUE		FAIR VALUE LEVEL 2		CARRYING VALUE	FAIR VALUE LEVEL 2
(dollars in thousands)
Senior Secured Credit Facility:
Term loan A	$	—	$	—		$	195,000	$	190,125
Revolving credit facility	$	420,000	$	409,500		$	80,000	$	76,926



2025 Notes	$	105,000	$	178,869		$	230,000	$	447,615
2029 Notes	$	300,000	$	252,471		$	300,000	$	304,395

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingencies (Lease Guarantees) (Details) - Property lease guarantee - USD ($) $ in Millions	Sep. 25, 2022	Dec. 26, 2021
Loss Contingencies [Line Items]
Guarantor obligations, maximum exposure, undiscounted	$ 22.4
Guarantee obligations, maximum exposure at present value	15.7
Lease guarantee contingent liabilities	$ 7.5	$ 8.7

Long-term Debt, Net (Schedule of Long-term Debt, Net) (Details) - USD ($)

9 Months Ended

May 25, 2022

Sep. 25, 2022

Dec. 26, 2021

Sep. 26, 2021

Debt Instrument [Line Items]

Finance lease liabilities

$ 3,816,000

$ 2,376,000

Less: unamortized debt discount and issuance costs

(6,836,000)

^[1]

(14,157,000)

Less: finance lease interest

(274,000)

(154,000)

Total debt, net

821,706,000

793,065,000

Less: current portion of long-term debt

(1,481,000)

(10,958,000)

Long-term debt, net

820,225,000

782,107,000

Senior Secured Credit Facility and 2025 Notes

Debt Instrument [Line Items]

Write off of deferred debt issuance cost

5,700,000

Secured debt | Senior Secured Credit Facility

Debt Instrument [Line Items]

Long-term debt, gross

420,000,000

275,000,000

Secured debt | Term loan A facility | Senior Secured Credit Facility

Debt Instrument [Line Items]

Long-term debt, gross

$ 195,000,000

Secured debt | Term loan A facility | Senior Secured Credit Facility | Weighted average

Debt Instrument [Line Items]

Debt instrument, effective interest rate

^[2]

1.60%

Secured debt | Revolving credit facility | Senior Secured Credit Facility

Debt Instrument [Line Items]

Line of credit facility, amount outstanding

$ 420,000,000

$ 80,000,000

Debt instrument, effective interest rate

^[3]

4.26%

3.75%

Convertible debt | 2025 Notes

Debt Instrument [Line Items]

Long-term debt, gross

$ 105,000,000

^[4]

$ 230,000,000

Debt instrument, effective interest rate

5.85%

Debt instrument, interest rate, stated percentage

5.00%

2025 Notes repurchase amount

$ 125,000,000

Write off of deferred debt issuance cost

2,800,000

Unsecured debt | 2029 Notes

Debt Instrument [Line Items]

Long-term debt, gross

$ 300,000,000

Debt instrument, interest rate, stated percentage

5.13%

[1]	In connection with the Amended Credit Agreement and the partial repurchase of the 2025 Notes, $5.7 million of debt issuance costs were written off during the thirty-nine weeks ended September 25, 2022. See Note 8 - Convertible Senior Notes for additional details.
[2]	Interest rate represents the weighted average interest rate as of December 26, 2021.
[3]	Interest rate represents the weighted average interest rate as of September 25, 2022 and the base rate option elected in anticipation of impending repayment as of December 26, 2021.
[4]	During the thirty-nine weeks ended September 25, 2022, the Company repurchased $125.0 million of the 2025 Notes. See Note 8 - Convertible Senior Notes for additional details.

Stock-based Compensation Plans (Tables)

9 Months Ended

Sep. 25, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of compensation cost for stock-based payment arrangements, allocation of share-based compensation costs by plan

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Performance-based share units (1)	$	67	$	3,026	$	5,526	$	11,813
Restricted stock units	1,872		2,043		5,709		6,373
Stock options	38		495		470		1,829

	$	1,977	$	5,564	$	11,705	$	20,015

________________

(1)The thirteen and thirty-nine weeks ended September 25, 2022 include a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2020 based on revised Company projections of performance criteria set forth in the award agreements. The thirty-nine weeks ended September 26, 2021 includes a cumulative life-to-date adjustment to increase expense for PSUs granted in fiscal years 2019, 2020 and 2021 based on revised Company projections of performance criteria set forth in the award agreements.

Schedule of stock-based payment award, performance-based shares, valuation assumptions

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 25, 2022			SEPTEMBER 26, 2021
Assumptions:
Risk-free interest rate (1)	1.64		%	0.20		%
Dividend yield (2)	2.31		%	—		%

Volatility (3)	49.11		%	48.45		%

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

________________

(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 premium above the per share value of the Company’s common stock for the Relative TSR modifier as of the grant date of 7.9% and 14.3% for grants during the thirty-nine weeks ended September 25, 2022 and September 26, 2021, respectively.

Schedule of unrecognized compensation cost, nonvested awards

The following represents unrecognized stock-based compensation expense and the remaining weighted average vesting period as of September 25, 2022:


	UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)		REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years)
Performance-based share units	$	14,620	1.4
Restricted stock units	$	9,673	1.8

Income Taxes (Change in Effective Rate) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Income Tax Disclosure [Abstract]
Income before provision (benefit) for income taxes	$ 38,613	$ 597	$ 82,092	$ 184,562
Provision (benefit) for income taxes	$ 5,563	$ (4,454)	$ 33,028	$ 24,827
Effective income tax rate	14.40%		40.20%	13.50%
Change in effective income tax rate			26.70%
Blended federal and state statutory income tax rate			26.00%

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Stockholders' Equity (Tables)

9 Months Ended

Sep. 25, 2022

Stockholders' Equity Attributable to Parent [Abstract]

Schedule of repurchases of common stock

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


(in thousands, except per share data)	NUMBER OF SHARES	AVERAGE REPURCHASE PRICE PER SHARE		AMOUNT
First fiscal quarter	551	$	21.26	$	11,702
Second fiscal quarter	1,761	$	20.30	35,749
Third fiscal quarter	1,746	$	19.21	33,549
Total common stock repurchases (1)	4,058	$	19.96	$	81,000

________________

(1)Subsequent to September 25, 2022, the Company repurchased 682 thousand shares of its common stock for $13.8 million under a Rule 10b5-1 plan through October 28, 2022.

Dividends declared and paid

The Company declared and paid dividends per share during fiscal year 2022 as follows:




(dollars in thousands, except per share data)	DIVIDENDS PER SHARE		AMOUNT
First fiscal quarter	$	0.14	$	12,559
Second fiscal quarter	0.14		12,418
Third fiscal quarter	0.14		12,475

Total cash dividends declared and paid	$	0.42	$	37,452

Schedule of accumulated other comprehensive loss

Following are the components of AOCL as of the periods indicated:


(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Foreign currency translation adjustment	$	(185,298)	$	(195,480)
Unrealized loss on derivatives, net of tax	(1,542)		(10,509)
Accumulated other comprehensive loss	$	(186,840)	$	(205,989)

Other comprehensive income

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Foreign currency translation adjustment	$	(13,041)	$	1,673	$	10,182	$	5,113

Unrealized (loss) gain on derivatives, net of tax	—		(153)		573		(323)
Reclassification of adjustments for loss on derivatives included in Net income, net of tax (1)	—		1,519		954		6,036
Impact of terminated interest rate swaps included in Net income, net of tax (1)	2,255		1,479		7,440		2,950
Total gain on derivatives, net of tax	2,255		2,845		8,967		8,663

Other comprehensive (loss) income attributable to Bloomin’ Brands	$	(10,786)	$	4,518	$	19,149	$	13,776

________________

(1)See Note 11 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications and the terminated swaps.

Derivative Instruments and Hedging Activities (Cash Flow Hedges of Interest Rate Risk) (Details) - Designated as hedging instrument - Interest rate swap		9 Months Ended
	Oct. 25, 2018 USD ($) counterparty	Sep. 25, 2022 USD ($)	Dec. 26, 2021 USD ($) counterparty
Derivative [Line Items]
Derivative agreements, number of counterparties \| counterparty	12		2
Derivative, notional amount	$ 550,000,000		$ 125,000,000
Derivative, maturity date	Nov. 30, 2022
Derivative, average fixed interest rate	3.04%
Interest expense
Derivative [Line Items]
Cash flow hedge loss to be reclassified through maturity		$ 2,200,000
London Interbank Offered Rate (LIBOR) swap rate
Derivative [Line Items]
Derivative, variable interest rate	one-month LIBOR

Cover Page - $ / shares	9 Months Ended
Cover Page - $ / shares	Sep. 25, 2022	Oct. 27, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 25, 2022
Document Transition Report	false
Entity File Number	001-35625
Entity Registrant Name	BLOOMIN’ BRANDS, INC.
Entity Incorporation, State	DE
Entity Tax Identification Number	20-8023465
Entity Address, Address Line One	2202 North West Shore Boulevard
Entity Address, Address Line Two	Suite 500
Entity Address City	Tampa
Entity Address State	FL
Entity Address Postal Zip Code	33607
City Area Code	813
Local Phone Number	282-1225
Title of 12(b) Security	Common Stock
Security Trading Currency	USD
Par Value Per Share	$ 0.01
Trading Symbol	BLMN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Reporting Company	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		87,793,644
Amendment Flag	false
Entity Central Index Key	0001546417
Current Fiscal Year End Date	--12-25
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3

Leases (Other Information) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 145,797	$ 155,661

Leases (Tables)

9 Months Ended

Sep. 25, 2022

Leases [Abstract]

Assets and liabilities, lessee

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 CLASSIFICATION	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,115,004	$	1,130,873
Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	3,404		2,074
Total lease assets, net		$	1,118,408	$	1,132,947

Current operating lease liabilities (2)	Accrued and other current liabilities	$	181,427	$	177,028
Current finance lease liabilities	Current portion of long-term debt	1,481		958
Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,160,392		1,178,998
Non-current finance lease liabilities	Long-term debt, net	2,061		1,264
Total lease liabilities		$	1,345,361	$	1,358,248

________________

(1)Net of accumulated amortization of $3.4 million and $3.3 million as of September 25, 2022 and December 26, 2021, respectively.

(2)Excludes current accrued contingent percentage rent of $3.3 million and $3.5 million, as of September 25, 2022 and December 26, 2021, respectively, and immaterial current and non-current COVID-19-related deferred rent accruals.

Lease, cost

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


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Operating leases (1)	Other restaurant operating	$	45,817	$	44,807	$	136,757	$	133,362
Variable lease cost (2)	Other restaurant operating	1,519		1,574		5,021		3,082
Finance leases:
Amortization of leased assets	Depreciation and amortization	355		280		1,048		800
Interest on lease liabilities	Interest expense, net	44		34		120		101
Sublease revenue	Franchise and other revenues	(2,455)		(3,276)		(7,449)		(6,936)
Lease costs, net		$	45,280	$	43,419	$	135,497	$	130,409

________________

(1)Excludes rent expense for office facilities and Company-owned closed or subleased properties of $3.1 million and $3.2 million for the thirteen weeks ended September 25, 2022 and September 26, 2021, respectively, and $9.1 million and $9.9 million for the thirty-nine weeks ended September 25, 2022 and September 26, 2021, respectively, which is included in General and administrative expense.

(2)Includes COVID-19-related rent abatements for the thirteen and thirty-nine weeks ended September 26, 2021.

Cash flow, operating activities

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 25, 2022		SEPTEMBER 26, 2021

Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities	$	145,797	$	155,661

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021
Cash flows provided by operating activities:
Net income	$ 49,064	$ 159,735
Adjustments to reconcile Net income to cash provided by operating activities:
Depreciation and amortization	125,203	122,592
Amortization of debt discounts and issuance costs	2,779	3,441
Amortization of deferred gift card sales commissions	18,213	19,277
Provision for impaired assets and restaurant closings	4,099	8,962
Non-cash interest expense from terminated interest rate swaps	10,014	3,973
Non-cash operating lease costs	62,539	57,791
Stock-based and other non-cash compensation expense	11,815	20,100
Deferred income tax expense	6,604	3,842
Loss on extinguishment and modification of debt	107,630	2,073
Loss on fair value adjustment of derivatives, net	17,685	0
Other, net	5,381	(946)
Change in assets and liabilities	(128,447)	(96,594)
Net cash provided by operating activities	292,579	304,246
Cash flows used in investing activities:
Proceeds from disposal of property, fixtures and equipment	207	7,052
Proceeds received on life insurance policies	14,598	9,270
Capital expenditures	(137,260)	(85,339)
Other investments, net	1,000	(68)
Net cash used in investing activities	(121,455)	(69,085)
Cash flows used in financing activities:
Proceeds from issuance of long-term debt	0	200,000
Repayments of long-term debt and finance lease obligations	(196,076)	(428,364)
Proceeds from borrowings on revolving credit facilities	929,500	378,000
Repayments of borrowings on revolving credit facilities	(589,500)	(701,000)
Financing fees	(1,205)	(5,868)
Proceeds from issuance of senior notes	0	300,000
Issuance costs related to senior notes	0	(5,546)
Repurchase of convertible senior notes	(196,919)	0
Proceeds from retirement of convertible senior note hedges	131,869	0
Payments for retirement of warrants	(114,825)	0
Proceeds from share-based compensation, net	2,494	9,883
Distributions to noncontrolling interests	(6,631)	(6,203)
Contributions from noncontrolling interests	602	1,044
Purchase of noncontrolling interests	(4,904)	(3)
Payments for partner equity plan	(7,813)	(7,135)
Repurchase of common stock	(79,900)	0
Cash dividends paid on common stock	(37,452)	0
Net cash used in financing activities	(170,760)	(265,192)
Effect of exchange rate changes on cash and cash equivalents	1,400	207
Net increase (decrease) in cash, cash equivalents and restricted cash	1,764	(29,824)
Cash, cash equivalents and restricted cash as of the beginning of the period	89,057	110,408
Cash, cash equivalents and restricted cash as of the end of the period	90,821	80,584
Supplemental disclosures of cash flow information:
Cash paid for interest	23,050	28,787
Cash paid for income taxes, net of refunds	25,354	23,449
Supplemental disclosures of non-cash investing and financing activities:
Leased assets obtained in exchange for new operating lease liabilities	44,556	38,154
Leased assets obtained in exchange for new finance lease liabilities	2,417	1,229
Increase in liabilities from the acquisition of property, fixtures and equipment	$ 14,961	$ 3,006

Other Long-term Liabilities, Net (Details) - USD ($)
$ in Thousands

9 Months Ended

Sep. 25, 2022

Dec. 26, 2021

Schedule of Other Long-term Liabilities, Net [Line Items]

Accrued insurance liability

$ 30,419

$ 31,517

Deferred payroll tax liabilities

^[1]

27,302

Deferred compensation obligations

28,351

37,514

Other long-term liabilities

28,082

28,909

Other long-term liabilities, net

86,852

$ 125,242

COVID-19 pandemic

Schedule of Other Long-term Liabilities, Net [Line Items]

Decrease in deferred payroll taxes

$ (27,300)

[1]	During the thirty-nine weeks ended September 25, 2022, the Company reclassified $27.3 million of payroll taxes deferred under the CARES Act to current.

Stockholders' Equity

9 Months Ended

Sep. 25, 2022

Stockholders' Equity Attributable to Parent [Abstract]

Stockholders' Equity

Stockholders’ Equity

Share Repurchases - On February 8, 2022, the Company’s Board of Directors (the “Board”) approved a share repurchase program (the “2022 Share Repurchase Program”) under which the Company was authorized to repurchase up to $125.0 million of its outstanding common stock. The 2022 Share Repurchase Program will expire on August 9, 2023. As of September 25, 2022, $44.0 million remained available for repurchase under the 2022 Share Repurchase Program. Following is a summary of the shares repurchased under the 2022 Share Repurchase Program during fiscal year 2022:


(in thousands, except per share data)	NUMBER OF SHARES	AVERAGE REPURCHASE PRICE PER SHARE		AMOUNT
First fiscal quarter	551	$	21.26	$	11,702
Second fiscal quarter	1,761	$	20.30	35,749
Third fiscal quarter	1,746	$	19.21	33,549
Total common stock repurchases (1)	4,058	$	19.96	$	81,000

________________

(1)Subsequent to September 25, 2022, the Company repurchased 682 thousand shares of its common stock for $13.8 million under a Rule 10b5-1 plan through October 28, 2022.

Dividends - The Company declared and paid dividends per share during fiscal year 2022 as follows:




(dollars in thousands, except per share data)	DIVIDENDS PER SHARE		AMOUNT
First fiscal quarter	$	0.14	$	12,559
Second fiscal quarter	0.14		12,418
Third fiscal quarter	0.14		12,475

Total cash dividends declared and paid	$	0.42	$	37,452

In October 2022, the Board declared a quarterly cash dividend of $0.14 per share, payable on November 23, 2022 to shareholders of record at the close of business on November 9, 2022.

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


(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Foreign currency translation adjustment	$	(185,298)	$	(195,480)
Unrealized loss on derivatives, net of tax	(1,542)		(10,509)
Accumulated other comprehensive loss	$	(186,840)	$	(205,989)

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Foreign currency translation adjustment	$	(13,041)	$	1,673	$	10,182	$	5,113

Unrealized (loss) gain on derivatives, net of tax	—		(153)		573		(323)
Reclassification of adjustments for loss on derivatives included in Net income, net of tax (1)	—		1,519		954		6,036
Impact of terminated interest rate swaps included in Net income, net of tax (1)	2,255		1,479		7,440		2,950
Total gain on derivatives, net of tax	2,255		2,845		8,967		8,663

Other comprehensive (loss) income attributable to Bloomin’ Brands	$	(10,786)	$	4,518	$	19,149	$	13,776

________________

(1)See Note 11 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications and the terminated swaps.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stock-based Compensation Plans (Assumptions Used in the Monte Carlo Simulation Model and the Grant Date Fair Value of PSUs Granted) (Details) - Nonvested performance-based share units - $ / shares
shares in Millions

1 Months Ended

9 Months Ended

Feb. 28, 2022

Sep. 25, 2022

Sep. 26, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in period

0.5

Share-based compensation arrangement by share-based payment award, total shareholder return modifier, option 1

75.00%

Share-based compensation arrangement by share-based payment award, total shareholder return modifier, option 2

100.00%

Share-based compensation arrangement by share-based payment award, total shareholder return modifier, option 3

125.00%

Share-based compensation arrangement by share-based payment award, award vesting period

3 years

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]

Risk-free interest rate

^[1]

1.64%

0.20%

Dividend yield

^[2]

2.31%

0.00%

Volatility

^[3]

49.11%

48.45%

Grant date fair value per unit (in USD per share)

^[4]

$ 26.10

$ 29.73

Share-based compensation arrangement by share-based payment award, stock price premium, percentage

7.90%

14.30%

Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation arrangement by share-based payment award, award vesting rights, percentage

200.00%

[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 premium above the per share value of the Company’s common stock for the Relative TSR modifier as of the grant date of 7.9% and 14.3% for grants during the thirty-nine weeks ended September 25, 2022 and September 26, 2021, respectively.

Derivative Instruments and Hedging Activities (Fair Value and Classification of Interest Rate Swaps) (Details)
$ in Thousands

Dec. 26, 2021

USD ($)

Derivative [Line Items]

Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]

Accrued and other current liabilities

Interest rate swap | Designated as hedging instrument

Derivative [Line Items]

Interest rate swaps - liability

$ 3,056

^[1]

Interest rate swap | Designated as hedging instrument | Accrued and other current liabilities

Derivative [Line Items]

Accrued interest

$ 276

[1]	See Note 13 - Fair Value Measurements for fair value discussion of the interest rate swaps.

Segment Reporting (Revenue by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	$ 1,055,763	$ 1,010,463	$ 3,321,460	$ 3,075,302
U.S. segment
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	922,521	912,733	2,957,555	2,820,709
International segment
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenues	$ 133,242	$ 97,730	$ 363,905	$ 254,593

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Other Current Assets, Net (Details) - USD ($) $ in Thousands	Sep. 25, 2022	Jun. 26, 2022	Dec. 26, 2021	Sep. 26, 2021	Jun. 27, 2021	Dec. 27, 2020
Accounts, Notes, Loans and Financing Receivable [Line Items]
Prepaid expenses	$ 31,468		$ 21,194
Deferred gift card sales commissions	10,798	$ 12,338	17,793	$ 10,832	$ 12,548	$ 19,300
Company-owned life insurance policies	7,420		17,244
Other current assets, net	5,575		5,297
Total other current assets, net	101,639		184,623
Accounts receivable - gift cards, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	8,584		91,248
Accounts receivable - vendors, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	18,348		11,793
Accounts receivable - franchisees, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	2,124		1,701
Accounts receivable - other, net
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, net	$ 17,322		$ 18,353

Earnings Per Share (Tables)

9 Months Ended

Sep. 25, 2022

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(in thousands, except per share data)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Net income attributable to Bloomin’ Brands	$	31,986	$	3,449	$	43,862	$	154,856


Convertible senior notes if-converted method interest adjustment, net of tax (1)	—		—		—		460
Diluted net income attributable to Bloomin’ Brands	$	31,986	$	3,449	$	43,862	$	155,316

Basic weighted average common shares outstanding	89,192		89,229		89,149		88,890

Effect of dilutive securities:
Stock options	173		864		261		913
Nonvested restricted stock units	117		286		167		380
Nonvested performance-based share units	—		—		96		31
Convertible senior notes (1)(2)	3,690		10,476		6,732		12,300
Warrants (2)	1,564		6,928		3,204		6,896
Diluted weighted average common shares outstanding	94,736		107,783		99,609		109,410

Basic earnings per share	$	0.36	$	0.04	$	0.49	$	1.74
Diluted earnings per share	$	0.34	$	0.03	$	0.44	$	1.42

________________

(1)Adjustment for interest related to the 2025 Notes weighted for the portion of the period prior to the Company’s election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes in cash. Effective with the Company’s election, there will be no further numerator adjustments for interest or denominator adjustments for shares required to settle the principal portion.

(2)During the thirty-nine weeks ended September 25, 2022, the Company repurchased $125.0 million of the 2025 Notes and retired the corresponding portion of the related warrants. See Note 8 - Convertible Senior Notes for additional details.

Schedule of antidilutive securities excluded from computation of earnings per share

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


	THIRTEEN WEEKS ENDED		THIRTY-NINE WEEKS ENDED
(shares in thousands)	SEPTEMBER 25, 2022	SEPTEMBER 26, 2021	SEPTEMBER 25, 2022	SEPTEMBER 26, 2021
Stock options	2,297	—	2,012	455
Nonvested restricted stock units	150	77	249	53
Nonvested performance-based share units	771	376	574	424

Convertible Senior Notes (Convertible Senior Notes Interest Expense) (Details) - 2025 Notes - Convertible debt - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 25, 2022

Sep. 26, 2021

Sep. 25, 2022

Sep. 26, 2021

Debt Instrument [Line Items]

Coupon interest

$ 1,313

$ 2,875

$ 6,785

$ 8,625

Debt issuance cost amortization

190

392

963

1,159

Total interest expense

^[1]

$ 1,503

$ 3,267

$ 7,748

$ 9,784

Debt instrument, effective interest rate

5.85%

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

Earnings Per Share

9 Months Ended

Sep. 25, 2022

Earnings Per Share [Abstract]

Earnings Per Share

In February 2021, the Company provided the trustee of its convertible senior notes due in 2025 (the “2025 Notes”) notice of the Company’s irrevocable election to settle the principal portion of the 2025 Notes in cash and any excess in shares. As a result, subsequent to the election, only the amounts in excess of the principal amount are considered in diluted earnings per share. The amount of the 2025 Notes settled in shares of common stock will have a dilutive impact on diluted earnings per share when the average market price of the Company’s common stock for a given period exceeds the conversion price, which was initially $11.89 per share of common stock.

In connection with the offering of the 2025 Notes, the Company entered into warrant transactions (the “Warrant Transactions”), which have a dilutive effect on the Company’s common stock to the extent the price of its common stock exceeds the strike price of the Warrant Transactions, which was initially $16.64.

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(in thousands, except per share data)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Net income attributable to Bloomin’ Brands	$	31,986	$	3,449	$	43,862	$	154,856


Convertible senior notes if-converted method interest adjustment, net of tax (1)	—		—		—		460
Diluted net income attributable to Bloomin’ Brands	$	31,986	$	3,449	$	43,862	$	155,316

Basic weighted average common shares outstanding	89,192		89,229		89,149		88,890

Effect of dilutive securities:
Stock options	173		864		261		913
Nonvested restricted stock units	117		286		167		380
Nonvested performance-based share units	—		—		96		31
Convertible senior notes (1)(2)	3,690		10,476		6,732		12,300
Warrants (2)	1,564		6,928		3,204		6,896
Diluted weighted average common shares outstanding	94,736		107,783		99,609		109,410

Basic earnings per share	$	0.36	$	0.04	$	0.49	$	1.74
Diluted earnings per share	$	0.34	$	0.03	$	0.44	$	1.42

________________


	THIRTEEN WEEKS ENDED		THIRTY-NINE WEEKS ENDED
(shares in thousands)	SEPTEMBER 25, 2022	SEPTEMBER 26, 2021	SEPTEMBER 25, 2022	SEPTEMBER 26, 2021
Stock options	2,297	—	2,012	455
Nonvested restricted stock units	150	77	249	53
Nonvested performance-based share units	771	376	574	424

Revenue Recognition (Disaggregated Revenue) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 25, 2022

Sep. 26, 2021

Sep. 25, 2022

Sep. 26, 2021

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

$ 1,055,763

$ 1,010,463

$ 3,321,460

$ 3,075,302

U.S. segment

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

922,521

912,733

2,957,555

2,820,709

International segment

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

133,242

97,730

363,905

254,593

Restaurant sales

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

1,040,375

996,718

3,272,868

3,031,396

Restaurant sales | U.S. segment

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

910,679

898,790

2,920,241

2,789,142

Restaurant sales | International segment

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

129,696

97,928

352,627

242,254

Restaurant sales | Outback Steakhouse

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

536,793

523,142

1,705,749

1,649,433

Restaurant sales | Carrabba’s Italian Grill

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

159,728

159,147

505,546

488,241

Restaurant sales | Bonefish Grill

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

130,669

134,603

427,557

410,613

Restaurant sales | Fleming’s Prime Steakhouse & Wine Bar

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

80,748

79,687

272,343

234,099

Restaurant sales | Other - U.S.

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

2,741

2,211

9,046

6,756

Restaurant sales | Outback Brazil

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

105,932

74,020

291,880

178,178

Restaurant sales | Other - international

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

23,764

^[1]

23,908

^[1]

60,747

^[2]

64,076

^[2]

Franchise revenues

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

11,826

12,908

37,828

31,918

Franchise revenues | U.S. segment

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

8,365

9,989

26,801

22,949

Franchise revenues | International segment

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

3,461

2,919

11,027

8,969

Franchise revenues | Outback Steakhouse

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

7,447

9,335

24,062

20,709

Franchise revenues | Carrabba’s Italian Grill

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

738

482

2,196

1,764

Franchise revenues | Bonefish Grill

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

163

169

513

473

Franchise revenues | Fleming’s Prime Steakhouse & Wine Bar

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

Franchise revenues | Other - U.S.

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

Franchise revenues | Outback Brazil

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

Franchise revenues | Other - international

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

$ 3,461

^[1]

$ 2,919

^[1]

$ 11,027

^[2]

$ 8,969

^[2]

[1]	Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily includes revenues from franchised Outback Steakhouse restaurants.
[2]	Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily includes revenues from franchised Outback Steakhouse restaurants.

Description of the Business and Basis of Presentation - Description of the Business (Details)	Sep. 25, 2022 restraurant_concept
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restaurant concepts in portfolio	4

Stock-based Compensation Plans (Stock-based Compensation Expense) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 25, 2022

Sep. 26, 2021

Sep. 25, 2022

Sep. 26, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense

$ 1,977

$ 5,564

$ 11,705

$ 20,015

Performance-based share units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense

3,026

5,526

11,813

^[1]

Restricted stock units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense

1,872

2,043

5,709

6,373

Stock options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Compensation expense

$ 38

$ 495

$ 470

$ 1,829

[1]

The thirteen and thirty-nine weeks ended September 25, 2022 include a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2020 based on revised Company projections of performance criteria set forth in the award agreements. The thirty-nine weeks ended September 26, 2021 includes a cumulative life-to-date adjustment to increase expense for PSUs granted in fiscal years 2019, 2020 and 2021 based on revised Company projections of performance criteria set forth in the award agreements.

Description of the Business and Basis of Presentation	9 Months Ended
Description of the Business and Basis of Presentation	Sep. 25, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business and Basis of Presentation	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. The Company’s restaurant portfolio has four concepts: 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. 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 26, 2021. Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU No. 2021-10”), which requires financial statement footnote disclosure regarding government assistance accounted for by applying a grant or contribution accounting model by analogy. ASU No. 2021-10 is effective for the Company for the fiscal year ending December 25, 2022. Upon adoption of ASU No. 2021-10 during the fourth quarter of 2022, the Company anticipates government assistance financial statement footnote disclosures within the 2022 Form 10-K, primarily in connection with employee retention credits provided under the Coronavirus, Aid, Relief and Economic Security (“CARES”) Act. Recent accounting guidance not discussed herein is not applicable, did not have, or is not expected to have a material impact to the Company. Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including, but not limited to, presentation of certain items within the condensed consolidated statements of cash flows and certain notes to the consolidated financial statements. These reclassifications had no effect on previously reported net income.

Long-term Debt, Net (Maturities-Table) (Details) - USD ($)
$ in Thousands

Sep. 25, 2022

Dec. 26, 2021

Debt Disclosure [Abstract]

$ 1,250

1,202

105,662

420,350

220

300,132

828,816

Less: unamortized debt discount and issuance costs

(6,836)

^[1]

$ (14,157)

Less: finance lease interest

(274)

(154)

Total principal payments

$ 821,706

$ 793,065

[1]	In connection with the Amended Credit Agreement and the partial repurchase of the 2025 Notes, $5.7 million of debt issuance costs were written off during the thirty-nine weeks ended September 25, 2022. See Note 8 - Convertible Senior Notes for additional details.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands

Total

Cumulative-effect from a change in accounting principle

Common stock

Additional paid-in capital

Cumulative-effect from a change in accounting principle

Accumulated deficit

Cumulative-effect from a change in accounting principle

Accumulated other comprehensive loss

Non-controlling interests

Balance at beginning of period (in shares) at Dec. 27, 2020

87,856,000

Balance at beginning of period at Dec. 27, 2020

$ 10,957

$ (42,953)

$ 879

$ 1,132,808

$ (47,323)

$ (918,096)

$ 4,370

$ (211,446)

$ 6,812

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Accounting Standards Update [Extensible Enumeration]

Accounting Standards Update 2020-06 [Member]

Net income

$ 159,735

154,856

4,879

Other comprehensive income (loss), net of tax

13,776

Stock-based compensation

20,100

Common stock issued under stock plans (in shares)

^[1]

1,392,000

Common stock issued under stock plans

^[1]

9,883

$ 13

9,870

Purchase of noncontrolling interest, net of tax

(3)

(12)

Distributions to noncontrolling interests

(6,203)

Contributions from noncontrolling interests

1,044

Balance at end of period (in shares) at Sep. 26, 2021

89,248,000

Balance at end of period at Sep. 26, 2021

166,336

$ 892

1,115,464

(758,870)

(197,670)

6,520

Balance at beginning of period (in shares) at Jun. 27, 2021

89,211,000

Balance at beginning of period at Jun. 27, 2021

152,907

$ 892

1,109,904

(762,319)

(202,188)

6,618

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

5,051

3,449

1,602

Other comprehensive income (loss), net of tax

4,518

Stock-based compensation

5,593

Common stock issued under stock plans (in shares)

^[1]

37,000

Common stock issued under stock plans

^[1]

(42)

Purchase of noncontrolling interest, net of tax

(3)

(12)

Distributions to noncontrolling interests

(2,062)

Contributions from noncontrolling interests

374

Balance at end of period (in shares) at Sep. 26, 2021

89,248,000

Balance at end of period at Sep. 26, 2021

$ 166,336

$ 892

1,115,464

(758,870)

(197,670)

6,520

Balance at beginning of period (in shares) at Dec. 26, 2021

89,252,823

89,253,000

Balance at beginning of period at Dec. 26, 2021

$ 222,850

$ 893

1,119,728

(698,171)

(205,989)

6,389

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

49,064

43,862

5,202

Other comprehensive income (loss), net of tax

19,149

Cash dividends declared, per common share

(37,452)

Repurchase and retirement of common stock (in shares)

(4,058,000)

Repurchase and retirement of common stock

(81,000)

$ (41)

(80,959)

Stock-based compensation

11,815

Common stock issued under stock plans (in shares)

^[1]

942,000

Common stock issued under stock plans

^[1]

2,494

$ 9

2,485

Purchase of noncontrolling interest, net of tax

(4,650)

(735)

(3,915)

Distributions to noncontrolling interests

(6,631)

Contributions from noncontrolling interests

602

Retirement of convertible senior note hedges

112,956

Retirement of warrants

(97,617)

Issuance of common stock from repurchase of convertible senior notes (in shares)

2,313,000

Issuance of common stock from repurchase of convertible senior notes

$ 48,565

$ 23

48,542

Balance at end of period (in shares) at Sep. 25, 2022

88,449,929

88,450,000

Balance at end of period at Sep. 25, 2022

$ 240,145

$ 884

1,159,722

(735,268)

(186,840)

1,647

Balance at beginning of period (in shares) at Jun. 26, 2022

90,151,000

Balance at beginning of period at Jun. 26, 2022

262,741

$ 902

1,169,697

(733,723)

(176,054)

1,919

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net income

33,050

31,986

1,064

Other comprehensive income (loss), net of tax

(10,786)

Cash dividends declared, per common share

(12,475)

Repurchase and retirement of common stock (in shares)

(1,746,000)

Repurchase and retirement of common stock

(33,549)

$ (18)

(33,531)

Stock-based compensation

2,013

Common stock issued under stock plans (in shares)

^[1]

45,000

Common stock issued under stock plans

^[1]

487

$ 0

487

Distributions to noncontrolling interests

(1,477)

Contributions from noncontrolling interests

$ 141

141

Balance at end of period (in shares) at Sep. 25, 2022

88,449,929

88,450,000

Balance at end of period at Sep. 25, 2022

$ 240,145

$ 884

$ 1,159,722

$ (735,268)

$ (186,840)

$ 1,647

[1]	Net of forfeitures and shares withheld for employee taxes.

Convertible Senior Notes (Convertible Notes Hedge Transactions) (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	May 08, 2020
Debt Instrument [Line Items]
Proceeds from retirement of convertible senior note hedges	$ 131,869	$ 0
Payments for retirement of warrants	(114,825)	$ 0
Retirement of convertible senior note hedges	(112,956)
Retirement of warrants	97,617
Additional paid-in capital
Debt Instrument [Line Items]
Retirement of convertible senior note hedges	(112,956)
Retirement of warrants	97,617
Convertible debt \| 2025 Notes
Debt Instrument [Line Items]
Proceeds from retirement of convertible senior note hedges	131,900
Payments for retirement of warrants	(114,800)
Class of warrant or right, exercise price of warrants or rights			$ 16.64
Convertible debt \| 2025 Notes \| Additional paid-in capital
Debt Instrument [Line Items]
Retirement of convertible senior note hedges	113,000
Retirement of warrants	$ (97,600)

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 25, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative instruments in statement of financial position, fair value

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

(dollars in thousands)

DECEMBER 26, 2021

CONSOLIDATED BALANCE SHEET CLASSIFICATION

Interest rate swaps - liability (1)

3,056

Accrued and other current liabilities

Accrued interest

276

Accrued and other current liabilities

____________________

(1)See Note 13 - Fair Value Measurements for fair value discussion of the interest rate swaps.

Schedule of derivatives instruments statements of financial performance, location

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Interest rate swap agreements:
Interest rate swap expense recognized in Interest expense, net	$	—	$	(2,045)	$	(1,284)	$	(8,127)
Income tax benefit recognized in Provision (benefit) for income taxes	—		526		330		2,091
Net effects of interest rate swap agreements	$	—	$	(1,519)	$	(954)	$	(6,036)
Terminated interest rate swap agreements:
Terminated interest rate swap expense recognized in Interest expense, net	$	(3,034)	$	(1,992)	$	(10,014)	$	(3,973)
Income tax benefit recognized in Provision (benefit) for income taxes	779		513		2,574		1,023
Net effects of terminated interest rate swap agreements	$	(2,255)	$	(1,479)	$	(7,440)	$	(2,950)
Total net effects on Net income	$	(2,255)	$	(2,998)	$	(8,394)	$	(8,986)

Commitments and Contingencies (Litigation and Other Matters) (Details) - USD ($) $ in Millions	Sep. 25, 2022	Dec. 26, 2021
Commitments and Contingencies Disclosure [Abstract]
Estimated litigation liability	$ 8.6	$ 7.1

Revenue Recognition (Tables)

9 Months Ended

Sep. 25, 2022

Revenue Recognition [Line Items]

Schedule of principal transactions, revenue

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Revenues
Restaurant sales	$	1,040,375	$	996,718	$	3,272,868	$	3,031,396
Franchise and other revenues
Franchise revenues	11,826		12,908		37,828		31,918
Other revenues (1)	3,562		837		10,764		11,988
Total Franchise and other revenues	15,388		13,745		48,592		43,906
Total revenues	$	1,055,763	$	1,010,463	$	3,321,460	$	3,075,302

________________

(1)The thirteen and thirty-nine weeks ended September 26, 2021 include an adjustment of $(3.2) million to reduce the Company’s initial recorded estimate and net $3.1 million benefit, respectively, within other revenues in connection with favorable court rulings in Brazil regarding the calculation methodology and taxable base of Program of Social Integration (“PIS”) and Contribution for the Financing of Social Security (“COFINS”) taxes. The net amount recognized as a result of the favorable court rulings primarily represents refundable PIS and COFINS taxes for prior years, including accrued interest.

Disaggregation of revenue

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 25, 2022				SEPTEMBER 26, 2021
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.
Outback Steakhouse	$	536,793	$	7,447	$	523,142	$	9,335
Carrabba’s Italian Grill	159,728		738		159,147		482
Bonefish Grill	130,669		163		134,603		169
Fleming’s Prime Steakhouse & Wine Bar	80,748		—		79,687		—
Other	2,741		17		2,211		3
U.S. total	910,679		8,365		898,790		9,989
International
Outback Steakhouse Brazil	105,932		—		74,020		—
Other (1)	23,764		3,461		23,908		2,919
International total	129,696		3,461		97,928		2,919
Total	$	1,040,375	$	11,826	$	996,718	$	12,908

________________

(1)Includes Restaurant sales for Company-owned Outback Steakhouse restaurants outside of Brazil and Abbraccio restaurants in Brazil. Franchise revenues primarily includes revenues from franchised Outback Steakhouse restaurants.


















	THIRTY-NINE WEEKS ENDED
	SEPTEMBER 25, 2022				SEPTEMBER 26, 2021
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.
Outback Steakhouse	$	1,705,749	$	24,062	$	1,649,433	$	20,709
Carrabba’s Italian Grill	505,546		2,196		488,241		1,764
Bonefish Grill	427,557		513		410,613		473
Fleming’s Prime Steakhouse & Wine Bar	272,343		—		234,099		—
Other	9,046		30		6,756		3
U.S. total	2,920,241		26,801		2,789,142		22,949
International
Outback Steakhouse Brazil	291,880		—		178,178		—
Other (1)	60,747		11,027		64,076		8,969
International total	352,627		11,027		242,254		8,969
Total	$	3,272,868	$	37,828	$	3,031,396	$	31,918

________________

Contract with customers, asset and liability

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 25, 2022		DECEMBER 26, 2021
Other current assets, net
Deferred gift card sales commissions	$	10,798	$	17,793

Unearned revenue
Deferred gift card revenue	$	283,559	$	387,945
Deferred loyalty revenue	5,226		9,386
Deferred franchise fees - current	457		443
Other	2,589		1,021
Total unearned revenue	$	291,831	$	398,795

Other long-term liabilities, net
Deferred franchise fees - non-current	$	4,244	$	4,280

Deferred gift card sales commissions

Revenue Recognition [Line Items]

Contract with customers, asset and liability

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Balance, beginning of the period	$	12,338	$	12,548	$	17,793	$	19,300
Deferred gift card sales commissions amortization	(4,755)		(4,841)		(18,213)		(19,277)
Deferred gift card sales commissions capitalization	3,836		3,698		13,441		12,494
Other	(621)		(573)		(2,223)		(1,685)
Balance, end of the period	$	10,798	$	10,832	$	10,798	$	10,832

Unearned revenue

Revenue Recognition [Line Items]

Contract with customers, asset and liability

The following table is a rollforward of unearned gift card revenue for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Balance, beginning of the period	$	303,544	$	293,955	$	387,945	$	373,048
Gift card sales	46,692		45,036		162,146		153,126
Gift card redemptions	(63,041)		(61,189)		(252,091)		(237,988)
Gift card breakage	(3,636)		(3,598)		(14,441)		(13,982)
Balance, end of the period	$	283,559	$	274,204	$	283,559	$	274,204

Fair Value Measurements (Fair Value Measurements on a Recurring Basis) (Details) - USD ($) $ in Thousands	Sep. 25, 2022	Dec. 26, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, statement of financial position [Extensible Enumeration]		Accrued and other current liabilities
Fair value, measurements, recurring \| Fair value, inputs, level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure	$ 16,674	$ 17,225
Fair value, measurements, recurring \| Fair value, inputs, level 1 \| Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments - interest rate swaps, current liabilities	0	0
Fair value, measurements, recurring \| Fair value, inputs, level 1 \| Fixed income funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value disclosure	6,277	6,714
Fair value, measurements, recurring \| Fair value, inputs, level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value disclosure	10,254	9,039
Restricted cash and cash equivalents, fair value disclosure	143	1,472
Fair value, measurements, recurring \| Fair value, inputs, level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure		0
Fair value, measurements, recurring \| Fair value, inputs, level 2 \| Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments - interest rate swaps, current liabilities		3,056
Fair value, measurements, recurring \| Fair value, inputs, level 2 \| Fixed income funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value disclosure		0
Fair value, measurements, recurring \| Fair value, inputs, level 2 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value disclosure		0
Restricted cash and cash equivalents, fair value disclosure		0
Fair value, measurements, recurring \| Carrying value measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets, fair value disclosure	16,674	17,225
Fair value, measurements, recurring \| Carrying value measurement \| Interest rate swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative instruments - interest rate swaps, current liabilities	0	3,056
Fair value, measurements, recurring \| Carrying value measurement \| Fixed income funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value disclosure	6,277	6,714
Fair value, measurements, recurring \| Carrying value measurement \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents, fair value disclosure	10,254	9,039
Restricted cash and cash equivalents, fair value disclosure	$ 143	$ 1,472

Segment Reporting (Depreciation and Amortization by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	$ 42,171	$ 40,827	$ 125,203	$ 122,592
Operating segments \| U.S. segment
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	34,432	33,422	102,735	100,645
Operating segments \| International segment
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	5,882	5,842	17,438	17,128
Corporate, non-segment
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	$ 1,857	$ 1,563	$ 5,030	$ 4,819

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 25, 2022 USD ($) $ / shares
Cash dividends declared per common share (in dollars per share) \| $ / shares	$ 0.42
Additional paid-in capital
Deferred tax effect of purchase of noncontrolling interests \| $	$ (254)

Revenue Recognition (Principal Revenue Transactions) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 25, 2022

Sep. 26, 2021

Sep. 25, 2022

Sep. 26, 2021

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

$ 1,055,763

$ 1,010,463

$ 3,321,460

$ 3,075,302

Restaurant sales

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

1,040,375

996,718

3,272,868

3,031,396

Franchise and other revenues

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

15,388

13,745

48,592

43,906

Franchise revenues

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

11,826

12,908

37,828

31,918

Other revenues

Disaggregation of Revenue [Line Items]

Restaurant sales, franchise and other revenues

$ 3,562

837

^[1]

$ 10,764

11,988

^[1]

Recognized (expense) benefit related to Brazilian tax ruling

$ (3,200)

$ 3,100

[1]

The thirteen and thirty-nine weeks ended September 26, 2021 include an adjustment of $(3.2) million to reduce the Company’s initial recorded estimate and net $3.1 million benefit, respectively, within other revenues in connection with favorable court rulings in Brazil regarding the calculation methodology and taxable base of Program of Social Integration (“PIS”) and Contribution for the Financing of Social Security (“COFINS”) taxes. The net amount recognized as a result of the favorable court rulings primarily represents refundable PIS and COFINS taxes for prior years, including accrued interest.

- Definition

+ References

+ Details

Revenue Recognition (Contract Assets and Liabilities - Deferred Gift Card Commissions Rollforward) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Revenue Recognition and Deferred Revenue [Abstract]
Balance, beginning of the period	$ 12,338	$ 12,548	$ 17,793	$ 19,300
Deferred gift card sales commissions amortization	(4,755)	(4,841)	(18,213)	(19,277)
Deferred gift card sales commissions capitalization	3,836	3,698	13,441	12,494
Other	(621)	(573)	(2,223)	(1,685)
Balance, end of the period	$ 10,798	$ 10,832	$ 10,798	$ 10,832

Leases (Lessee, Lease Costs) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 25, 2022

Sep. 26, 2021

Sep. 25, 2022

Sep. 26, 2021

Schedule of Lease Costs [Line Items]

Operating leases

^[1]

$ 45,817

$ 44,807

$ 136,757

$ 133,362

Variable lease cost

1,519

1,574

^[2]

5,021

3,082

^[2]

Amortization of leased assets

355

280

1,048

800

Interest on lease liabilities

120

101

Sublease revenue

(2,455)

(3,276)

(7,449)

(6,936)

Lease costs, net

45,280

43,419

135,497

130,409

General and administrative expense

Schedule of Lease Costs [Line Items]

Operating leases

$ 3,100

$ 3,200

$ 9,100

$ 9,900

[1]	Excludes rent expense for office facilities and Company-owned closed or subleased properties of $3.1 million and $3.2 million for the thirteen weeks ended September 25, 2022 and September 26, 2021, respectively, and $9.1 million and $9.9 million for the thirty-nine weeks ended September 25, 2022 and September 26, 2021, respectively, which is included in General and administrative expense.
[2]	Includes COVID-19-related rent abatements for the thirteen and thirty-nine weeks ended September 26, 2021.

Stockholders' Equity (Dividend) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended
	Oct. 31, 2022	Sep. 25, 2022	Jun. 26, 2022	Mar. 27, 2022	Sep. 25, 2022
Dividends payable [Line Items]
Common stock, dividends, per share, cash paid		$ 0.14	$ 0.14	$ 0.14	$ 0.42
Dividends, common stock, cash		$ 12,475	$ 12,418	$ 12,559	$ 37,452
Common stock, dividends per share		$ 0.14			$ 0.42
Subsequent event
Dividends payable [Line Items]
Common stock, dividends per share	$ 0.14
Dividends payable, date to be paid	Nov. 23, 2022
Dividends payable, date of record	Nov. 09, 2022

Earnings Per Share (2025 Notes Impact) (Details) - 2025 Notes - Convertible debt - USD ($)		9 Months Ended
	May 25, 2022	Sep. 25, 2022	May 08, 2020
Debt Instrument [Line Items]
Debt instrument, convertible, conversion price		$ 11.66	$ 11.89
Class of warrant or right, exercise price of warrants or rights			$ 16.64
2025 Notes repurchase amount	$ 125,000,000	$ 125,000,000

Stock-based Compensation Plans (Unrecognized Stock Compensation Expense and the Remaining Weighted-Average Vesting Period) (Details) $ in Thousands	9 Months Ended
	Sep. 25, 2022 USD ($)
Performance-based share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation, nonvested awards, compensation expense not yet recognized, stock-based awards other than options	$ 14,620
Employee service share-based compensation, nonvested awards, compensation expense not yet recognized, period for recognition	1 year 4 months 24 days
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation, nonvested awards, compensation expense not yet recognized, stock-based awards other than options	$ 9,673
Employee service share-based compensation, nonvested awards, compensation expense not yet recognized, period for recognition	1 year 9 months 18 days

Description of the Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 25, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of presentation	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. 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 26, 2021.
Recently issued financial accounting standards not yet adopted	Recently Issued Financial Accounting Standards Not Yet Adopted - In November 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” (“ASU No. 2021-10”), which requires financial statement footnote disclosure regarding government assistance accounted for by applying a grant or contribution accounting model by analogy. ASU No. 2021-10 is effective for the Company for the fiscal year ending December 25, 2022. Upon adoption of ASU No. 2021-10 during the fourth quarter of 2022, the Company anticipates government assistance financial statement footnote disclosures within the 2022 Form 10-K, primarily in connection with employee retention credits provided under the Coronavirus, Aid, Relief and Economic Security (“CARES”) Act. 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	Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for the current period, including, but not limited to, presentation of certain items within the condensed consolidated statements of cash flows and certain notes to the consolidated financial statements. These reclassifications had no effect on previously reported net income.

Fair Value Measurements (Fair Value Measurements on a Nonrecurring Basis) (Details) - Fair value, measurements, nonrecurring
$ in Thousands

9 Months Ended

Sep. 26, 2021

USD ($)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Impairment losses

$ 8,726

Operating lease right-of-use assets

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Operating lease assets, impairment

1,466

Property, fixtures and equipment, net

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Property, fixtures and equipment, impairment

7,260

Assets measured with impairment, year-to-date | Carrying value measurement

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Assets, fair value disclosure

16,579

^[1]

Assets measured with impairment, year-to-date | Operating lease right-of-use assets | Fair value, inputs, level 3 | Carrying value measurement

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Assets, fair value disclosure

7,651

^[1]

Assets measured with impairment, year-to-date | Property, fixtures and equipment, net | Fair value, inputs, level 3 | Carrying value measurement

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Assets, fair value disclosure

$ 8,928

^[1]

[1]	All asset carrying values measured using discounted cash flow models (Level 3).

Fair Value Measurements (Tables)

9 Months Ended

Sep. 25, 2022

Fair Value Disclosures [Abstract]

Fair value measurement inputs and valuation techniques

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 2						Observable inputs available at measurement date other than quoted prices included in Level 1
Level 3						Unobservable inputs that cannot be corroborated by observable market data

Schedule of assets and liabilities measured at fair value 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:


	SEPTEMBER 25, 2022				DECEMBER 26, 2021
(dollars in thousands)	TOTAL		LEVEL 1			TOTAL		LEVEL 1		LEVEL 2
Assets:
Cash equivalents:
Fixed income funds	$	6,277	$	6,277		$	6,714	$	6,714	$	—
Money market funds	10,254		10,254			9,039		9,039		—
Restricted cash equivalents:

Money market funds	143		143			1,472		1,472		—




Total asset recurring fair value measurements	$	16,674	$	16,674		$	17,225	$	17,225	$	—

Liabilities:
Accrued and other current liabilities:
Derivative instruments - interest rate swaps	$	—	$	—		$	3,056	$	—	$	3,056

Fair value, assets measured on recurring basis, methods and assumptions

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


FINANCIAL INSTRUMENT						METHODS AND ASSUMPTIONS
Fixed income funds and Money market funds						Carrying value approximates fair value because maturities are less than three months.
Derivative instruments						The Company’s derivative instruments include interest rate swaps. Fair value measurements are based on the contractual terms of the derivatives and use 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 December 26, 2021, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

Fair value, assets and liabilities measured on a nonrecurring basis

The following table summarizes the Company’s assets measured at fair value by hierarchy level on a nonrecurring basis for the period indicated:












	THIRTY-NINE WEEKS ENDED
	SEPTEMBER 26, 2021
(dollars in thousands)		REMAINING CARRYING VALUE (1)		TOTAL IMPAIRMENT

Operating lease right-of-use assets		$	7,651	$	1,466
Property, fixtures and equipment		8,928		7,260

		$	16,579	$	8,726

________________

(1)All asset carrying values measured using discounted cash flow models (Level 3).

Schedule of carrying value and fair value of senior secured credit facilities and other unsecured debt

The following table includes the carrying value and fair value of the Company’s debt by hierarchy level as of the periods indicated:


	SEPTEMBER 25, 2022				DECEMBER 26, 2021
	CARRYING VALUE		FAIR VALUE LEVEL 2		CARRYING VALUE	FAIR VALUE LEVEL 2
(dollars in thousands)
Senior Secured Credit Facility:
Term loan A	$	—	$	—		$	195,000	$	190,125
Revolving credit facility	$	420,000	$	409,500		$	80,000	$	76,926



2025 Notes	$	105,000	$	178,869		$	230,000	$	447,615
2029 Notes	$	300,000	$	252,471		$	300,000	$	304,395

Long-term Debt, Net

9 Months Ended

Sep. 25, 2022

Debt Disclosure [Abstract]

Long-term Debt, Net

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


	SEPTEMBER 25, 2022				DECEMBER 26, 2021
(dollars in thousands)	OUTSTANDING BALANCE		INTEREST RATE		OUTSTANDING BALANCE		INTEREST RATE
Senior Secured Credit Facility:
Term loan A (1)	$	—			$	195,000	1.60	%
Revolving credit facility (2)	420,000		4.26	%	80,000		3.75	%
Total Senior Secured Credit Facility	420,000				275,000




2025 Notes (3)	105,000		5.00	%	230,000		5.00	%
2029 Notes	300,000		5.13	%	300,000		5.13	%
Finance lease liabilities	3,816				2,376

Less: unamortized debt discount and issuance costs (4)	(6,836)				(14,157)
Less: finance lease interest	(274)				(154)
Total debt, net	821,706				793,065
Less: current portion of long-term debt	(1,481)				(10,958)
Long-term debt, net	$	820,225			$	782,107

________________

(1)Interest rate represents the weighted average interest rate as of December 26, 2021.

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

(3)During the thirty-nine weeks ended September 25, 2022, the Company repurchased $125.0 million of the 2025 Notes. See Note 8 - Convertible Senior Notes for additional details.

(4)In connection with the Amended Credit Agreement and the partial repurchase of the 2025 Notes, $5.7 million of debt issuance costs were written off during the thirty-nine weeks ended September 25, 2022. See Note 8 - Convertible Senior Notes for additional details.

Credit Agreement Amendment - On April 16, 2021, the Company and its wholly-owned subsidiary, OSI Restaurant Partners, LLC (“OSI”), as co-borrowers, entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for senior secured financing of up to $1.0 billion consisting of a $200.0 million Term loan A and an $800.0 million revolving credit facility (the “Senior Secured Credit Facility”), maturing on April 16, 2026.

On April 26, 2022, the Company and OSI entered into the First Amendment to the Second Amended and Restated Credit Agreement and Incremental Amendment (the “Amended Credit Agreement”), which included an increase of the Company’s existing revolving credit facility from $800.0 million to $1.0 billion and a transition from London Inter-Bank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”) as the benchmark rate for purposes of calculating interest under the Senior Secured Credit Facility. At closing, an incremental $192.5 million was drawn on the revolving credit facility to fully repay the outstanding balance of Term loan A. The total indebtedness of the Company remained unchanged as a result of the Amended Credit Agreement.

Under the Amended Credit Agreement, the Company may elect an interest rate at each reset period based on the Base Rate or Adjusted Term SOFR, plus an applicable spread. 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 Adjusted Term SOFR with a one-month interest period plus 1.0% (the “Base Rate”). The Adjusted Term SOFR option is the 30, 90 or 180-day SOFR, plus a term SOFR adjustment of 0.10%, subject to a 0% floor (the “Adjusted Term SOFR”). The interest rate spreads are as follows:


	BASE RATE ELECTION	ADJUSTED 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 transition to SOFR did not materially impact the interest rate applied to the Company’s borrowings. No other material changes were made to the terms of the Company’s Credit Agreement as a result of the Amended Credit Agreement.

As of September 25, 2022 and December 26, 2021, the Company was in compliance with its debt covenants.

Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of the period indicated:


(dollars in thousands)	SEPTEMBER 25, 2022
Year 1	$	1,250
Year 2	1,202
Year 3	105,662
Year 4	420,350
Year 5	220
Thereafter	300,132
Total payments	828,816
Less: unamortized debt discount and issuance costs	(6,836)
Less: finance lease interest	(274)
Total principal payments	$	821,706

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Derivative Instruments and Hedging Activities (Effects of the Interest Rate Swaps) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Derivative [Line Items]
Net effects of terminated interest rate swap agreements	$ 2,255	$ 1,479	$ 7,440	$ 2,950
Interest rate swap \| Designated as hedging instrument
Derivative [Line Items]
Interest rate swap expense recognized in Interest expense, net	0	(2,045)	(1,284)	(8,127)
Net effects of interest rate swap agreements	0	(1,519)	(954)	(6,036)
Terminated interest rate swap expense recognized in Interest expense, net	(3,034)	(1,992)	(10,014)	(3,973)
Net effects of terminated interest rate swap agreements	(2,255)	(1,479)	(7,440)	(2,950)
Total net effects on Net income	(2,255)	(2,998)	(8,394)	(8,986)
Interest rate swap \| Designated as hedging instrument \| Income tax expense
Derivative [Line Items]
Income tax benefit recognized in Provision (benefit) for income taxes	0	526	330	2,091
Income tax benefit recognized in Provision (benefit) for income taxes	$ 779	$ 513	$ 2,574	$ 1,023

Other Current Assets, Net

9 Months Ended

Sep. 25, 2022

Other Current Assets, Net [Abstract]

Other Current Assets, Net

Other current assets, net, consisted of the following as of the periods indicated:


(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Prepaid expenses	$	31,468	$	21,194
Accounts receivable - gift cards, net	8,584		91,248
Accounts receivable - vendors, net	18,348		11,793
Accounts receivable - franchisees, net	2,124		1,701
Accounts receivable - other, net	17,322		18,353
Deferred gift card sales commissions	10,798		17,793

Company-owned life insurance policies	7,420		17,244
Other current assets, net	5,575		5,297
	$	101,639	$	184,623

Commitments and Contingencies (Carrabba's Royalty Termination) (Details) $ in Millions	1 Months Ended
	Aug. 31, 2021 USD ($)
Other restaurant operating \| Carrabba’s Italian Grill
Loss Contingencies [Line Items]
Cash paid to settle royalty agreement	$ 61.9

Leases (Lessee, Lease Assets and Liabilities) (Details) - USD ($)
$ in Thousands

Sep. 25, 2022

Dec. 26, 2021

Leases [Abstract]

Operating lease right-of-use assets

$ 1,115,004

$ 1,130,873

Finance lease, right-of-use asset, statement of financial position [Extensible Enumeration]

Property, fixtures and equipment, net

Finance lease right-of-use assets

^[1]

$ 3,404

$ 2,074

Total lease assets, net

$ 1,118,408

$ 1,132,947

Operating lease, liability, current, statement of financial position [Extensible Enumeration]

Accrued and other current liabilities

Current operating lease liabilities

^[2]

$ 181,427

$ 177,028

Finance lease, liability, current, statement of financial position [Extensible Enumeration]

Current portion of long-term debt

Current finance lease liabilities

$ 1,481

$ 958

Non-current operating lease liabilities

^[2]

$ 1,160,392

$ 1,178,998

Finance lease, liability, noncurrent, statement of financial position [Extensible Enumeration]

Long-term debt, net

Non-current finance lease liabilities

$ 2,061

$ 1,264

Total lease liabilities

1,345,361

1,358,248

Accumulated amortization

(3,400)

(3,300)

Accrued contingent percentage rent

$ 3,300

$ 3,500

[1]	Net of accumulated amortization of $3.4 million and $3.3 million as of September 25, 2022 and December 26, 2021, respectively.
[2]	Excludes current accrued contingent percentage rent of $3.3 million and $3.5 million, as of September 25, 2022 and December 26, 2021, respectively, and immaterial current and non-current COVID-19-related deferred rent accruals.

Impairments and Exit Costs (Provision for Impaired Assets and Restaurant Closings) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Provision for impaired assets and restaurant closings	$ 2,067,000	$ 1,585,000	$ 4,099,000	$ 8,962,000
Impairment charges	0	0
Impairment of intangible assets, indefinite-lived (excluding goodwill)	$ 0	$ 0
Provision for impaired assets and restaurant closings
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment losses				8,726,000
Restaurant closure expenses				236,000
Provision for impaired assets and restaurant closings \| Corporate, non-segment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment losses				257,000
Provision for impaired assets and restaurant closings \| U.S. segment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment losses				8,289,000
Restaurant closure expenses				389,000
Provision for impaired assets and restaurant closings \| International segment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment losses				180,000
Restaurant closure expenses				$ (153,000)

Earnings Per Share (Antidilutive Securities) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Stock options
Antidilutive securities excluded from computation of earnings per share [Line Items]
Antidilutive securities not included in the computation of (loss) earnings per share (in shares)	2,297	0	2,012	455
Nonvested restricted stock units
Antidilutive securities excluded from computation of earnings per share [Line Items]
Antidilutive securities not included in the computation of (loss) earnings per share (in shares)	150	77	249	53
Nonvested performance-based share units
Antidilutive securities excluded from computation of earnings per share [Line Items]
Antidilutive securities not included in the computation of (loss) earnings per share (in shares)	771	376	574	424

Income Taxes (Tables)

9 Months Ended

Sep. 25, 2022

Income Tax Disclosure [Abstract]

Schedule of effective income tax rate reconciliation


	THIRTEEN WEEKS ENDED					THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022			SEPTEMBER 26, 2021		SEPTEMBER 25, 2022			SEPTEMBER 26, 2021
Income before provision (benefit) for income taxes	$	38,613		$	597	$	82,092		$	184,562
Provision (benefit) for income taxes	$	5,563		$	(4,454)	$	33,028		$	24,827
Effective income tax rate	14.4		%	(NM)		40.2		%	13.5		%

________________

NM Not meaningful.

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 25, 2022	Dec. 26, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in USD per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	25,000,000	25,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value per share (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	475,000,000	475,000,000
Common stock, shares issued (in shares)	88,449,929	89,252,823
Common stock, shares outstanding (in shares)	88,449,929	89,252,823

Convertible Senior Notes (Convertible Senior Notes Balances) (Details) - 2025 Notes - Convertible debt - USD ($)

9 Months Ended

Sep. 25, 2022

Dec. 26, 2021

May 12, 2020

Debt Instrument [Line Items]

Principal

$ 105,000,000

$ 230,000,000

Less: debt issuance costs

(2,132,000)

^[1]

(5,898,000)

Net carrying amount

102,868,000

$ 224,102,000

Write off of deferred debt issuance cost

$ 2,800,000

[1]	Debt issuance costs are amortized to Interest expense, net using the effective interest method over the 2025 Notes’ expected life. During the thirty-nine weeks ended September 25, 2022, the Company wrote off $2.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.

Segment Reporting

9 Months Ended

Sep. 25, 2022

Segment Reporting [Abstract]

Segment Reporting

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1)

CONCEPT

GEOGRAPHIC LOCATION

U.S.

Outback Steakhouse

United States of America

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse

Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio)

Brazil

_________________

(1)Includes franchise locations.

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 26, 2021. 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, certain insurance expenses and certain bonus expenses.

The following table is a summary of Total revenues by segment for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Total revenues
U.S.	$	922,521	$	912,733	$	2,957,555	$	2,820,709
International	133,242		97,730		363,905		254,593
Total revenues	$	1,055,763	$	1,010,463	$	3,321,460	$	3,075,302

The following table is a reconciliation of segment income from operations to Income before provision (benefit) for income taxes for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Segment income from operations
U.S.	$	68,501	$	47,294	$	305,347	$	334,326
International	15,849		1,412		38,859		7,419
Total segment income from operations	84,350		48,706		344,206		341,745
Unallocated corporate operating expense	(33,041)		(33,869)		(97,922)		(111,273)
Total income from operations	51,309		14,837		246,284		230,472
Loss on extinguishment and modification of debt	—		—		(107,630)		(2,073)
Loss on fair value adjustment of derivatives, net	—		—		(17,685)		—
Other income, net	—		5		—		26
Interest expense, net	(12,696)		(14,245)		(38,877)		(43,863)
Income before provision (benefit) for income taxes	$	38,613	$	597	$	82,092	$	184,562

The following table is a summary of Depreciation and amortization expense by segment for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Depreciation and amortization
U.S.	$	34,432	$	33,422	$	102,735	$	100,645
International	5,882		5,842		17,438		17,128
Corporate	1,857		1,563		5,030		4,819
Total depreciation and amortization	$	42,171	$	40,827	$	125,203	$	122,592

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Impairments and Exit Costs (Lease Liability Rollforward) (Details) - Facility closing
$ in Thousands

9 Months Ended

Sep. 25, 2022

USD ($)

Restructuring Reserve [Roll Forward]

Balance, beginning of the period

$ 8,485

Cash payments

(2,813)

Accretion

434

Adjustments

(272)

Balance, end of the period

5,834

^[1]

Accrued and other current liabilities

Restructuring Reserve [Roll Forward]

Restructuring reserve, current

1,500

Non-current operating lease liabilities

Restructuring Reserve [Roll Forward]

Restructuring reserve, noncurrent

$ 4,300

[1]	As of September 25, 2022, the Company had exit-related accruals related to certain closure and restructuring initiatives of $1.5 million recorded in Accrued and other current liabilities and $4.3 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.

Stockholders' Equity (Other Comprehensive Income) (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 25, 2022

Sep. 26, 2021

Sep. 25, 2022

Sep. 26, 2021

Accumulated other comprehensive income [Line Items]

Unrealized (loss) gain on derivatives, net of tax

$ 0

$ (153)

$ 573

$ (323)

Reclassification of adjustments for loss on derivatives included in Net income, net of tax

1,519

954

6,036

Impact of terminated interest rate swaps included in Net income, net of tax

2,255

1,479

7,440

2,950

Other comprehensive (loss) income attributable to Bloomin’ Brands

(10,786)

4,518

19,149

13,776

Bloomin' Brands

Accumulated other comprehensive income [Line Items]

Foreign currency translation adjustment

(13,041)

1,673

10,182

5,113

Unrealized (loss) gain on derivatives, net of tax

(153)

573

(323)

Reclassification of adjustments for loss on derivatives included in Net income, net of tax

^[1]

1,519

954

6,036

Impact of terminated interest rate swaps included in Net income, net of tax

^[1]

2,255

1,479

7,440

2,950

Total gain on derivatives, net of tax

2,255

2,845

8,967

8,663

Other comprehensive (loss) income attributable to Bloomin’ Brands

$ (10,786)

$ 4,518

$ 19,149

$ 13,776

[1]	See Note 11 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications and the terminated swaps.

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

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+ Details

Revenue Recognition

9 Months Ended

Sep. 25, 2022

Revenue Recognition and Deferred Revenue [Abstract]

Revenue Recognition

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Revenues
Restaurant sales	$	1,040,375	$	996,718	$	3,272,868	$	3,031,396
Franchise and other revenues
Franchise revenues	11,826		12,908		37,828		31,918
Other revenues (1)	3,562		837		10,764		11,988
Total Franchise and other revenues	15,388		13,745		48,592		43,906
Total revenues	$	1,055,763	$	1,010,463	$	3,321,460	$	3,075,302

________________

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 25, 2022				SEPTEMBER 26, 2021
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.
Outback Steakhouse	$	536,793	$	7,447	$	523,142	$	9,335
Carrabba’s Italian Grill	159,728		738		159,147		482
Bonefish Grill	130,669		163		134,603		169
Fleming’s Prime Steakhouse & Wine Bar	80,748		—		79,687		—
Other	2,741		17		2,211		3
U.S. total	910,679		8,365		898,790		9,989
International
Outback Steakhouse Brazil	105,932		—		74,020		—
Other (1)	23,764		3,461		23,908		2,919
International total	129,696		3,461		97,928		2,919
Total	$	1,040,375	$	11,826	$	996,718	$	12,908

________________


















	THIRTY-NINE WEEKS ENDED
	SEPTEMBER 25, 2022				SEPTEMBER 26, 2021
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.
Outback Steakhouse	$	1,705,749	$	24,062	$	1,649,433	$	20,709
Carrabba’s Italian Grill	505,546		2,196		488,241		1,764
Bonefish Grill	427,557		513		410,613		473
Fleming’s Prime Steakhouse & Wine Bar	272,343		—		234,099		—
Other	9,046		30		6,756		3
U.S. total	2,920,241		26,801		2,789,142		22,949
International
Outback Steakhouse Brazil	291,880		—		178,178		—
Other (1)	60,747		11,027		64,076		8,969
International total	352,627		11,027		242,254		8,969
Total	$	3,272,868	$	37,828	$	3,031,396	$	31,918

________________

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 25, 2022		DECEMBER 26, 2021
Other current assets, net
Deferred gift card sales commissions	$	10,798	$	17,793

Unearned revenue
Deferred gift card revenue	$	283,559	$	387,945
Deferred loyalty revenue	5,226		9,386
Deferred franchise fees - current	457		443
Other	2,589		1,021
Total unearned revenue	$	291,831	$	398,795

Other long-term liabilities, net
Deferred franchise fees - non-current	$	4,244	$	4,280

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Balance, beginning of the period	$	12,338	$	12,548	$	17,793	$	19,300
Deferred gift card sales commissions amortization	(4,755)		(4,841)		(18,213)		(19,277)
Deferred gift card sales commissions capitalization	3,836		3,698		13,441		12,494
Other	(621)		(573)		(2,223)		(1,685)
Balance, end of the period	$	10,798	$	10,832	$	10,798	$	10,832

The following table is a rollforward of unearned gift card revenue for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Balance, beginning of the period	$	303,544	$	293,955	$	387,945	$	373,048
Gift card sales	46,692		45,036		162,146		153,126
Gift card redemptions	(63,041)		(61,189)		(252,091)		(237,988)
Gift card breakage	(3,636)		(3,598)		(14,441)		(13,982)
Balance, end of the period	$	283,559	$	274,204	$	283,559	$	274,204

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Revenue Recognition (Contract Assets and Liabilities Summary) (Details) - USD ($) $ in Thousands	Sep. 25, 2022	Jun. 26, 2022	Dec. 26, 2021	Sep. 26, 2021	Jun. 27, 2021	Dec. 27, 2020
Revenue Recognition [Line Items]
Deferred gift card sales commissions, current	$ 10,798	$ 12,338	$ 17,793	$ 10,832	$ 12,548	$ 19,300
Unearned revenue	291,831		398,795
Deferred gift card revenue
Revenue Recognition [Line Items]
Unearned revenue	283,559	$ 303,544	387,945	$ 274,204	$ 293,955	$ 373,048
Deferred gift card sales commissions
Revenue Recognition [Line Items]
Deferred gift card sales commissions, current	10,798		17,793
Unearned revenue
Revenue Recognition [Line Items]
Unearned revenue	291,831		398,795
Unearned revenue \| Deferred gift card revenue
Revenue Recognition [Line Items]
Unearned revenue	283,559		387,945
Unearned revenue \| Deferred loyalty revenue
Revenue Recognition [Line Items]
Unearned revenue	5,226		9,386
Unearned revenue \| Deferred franchise fees
Revenue Recognition [Line Items]
Unearned revenue	457		443
Unearned revenue \| Other
Revenue Recognition [Line Items]
Unearned revenue	2,589		1,021
Other long-term liabilities, net \| Deferred franchise fees
Revenue Recognition [Line Items]
Deferred franchise fees, noncurrent	$ 4,244		$ 4,280

Impairments and Exit Costs (Tables)

9 Months Ended

Sep. 25, 2022

Impairments, Exit Costs and Disposals [Abstract]

Provision for impaired assets and restaurant closings

The components of Provision for impaired assets and restaurant closings are as follows for the period indicated:


	THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 26, 2021
Impairment losses
U.S.	$	8,289
International	180
Corporate	257
Total impairment losses	8,726
Restaurant closure charges (benefits)
U.S.	389
International	(153)
Total restaurant closure charges	236
Provision for impaired assets and restaurant closings	$	8,962

Accrued facility closure and other costs rollforward

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


	THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022
Balance, beginning of the period	$	8,485

Cash payments	(2,813)
Accretion	434
Adjustments	(272)
Balance, end of the period (1)	$	5,834

________________

Convertible Senior Notes (Convertible Notes Text) (Details) $ / shares in Units, shares in Thousands				3 Months Ended		9 Months Ended
	Aug. 24, 2022	May 25, 2022 USD ($) shares	May 08, 2020 USD ($) $ / shares shares	Sep. 25, 2022 USD ($) $ / shares	Sep. 26, 2021 USD ($)	Sep. 25, 2022 USD ($) $ / shares	Sep. 26, 2021 USD ($)	Dec. 26, 2021 USD ($)	May 12, 2020 USD ($)
Debt Instrument [Line Items]
Repayments of convertible senior notes						$ 196,919,000	$ 0
Loss on extinguishment and modification of debt				$ 0	$ 0	(107,630,000)	(2,073,000)
Loss on fair value adjustment of derivatives, net				0	$ 0	(17,685,000)	$ 0
Issuance of common stock from repurchase of convertible senior notes						48,565,000
Additional paid-in capital
Debt Instrument [Line Items]
Issuance of common stock from repurchase of convertible senior notes						48,542,000
Convertible debt \| 2025 Notes
Debt Instrument [Line Items]
2025 Notes repurchase amount		$ 125,000,000				125,000,000
Repayments of convertible senior notes		$ 196,900,000
Issuance of common stock from repurchase of convertible senior notes (in shares) \| shares		2,300
Loss on extinguishment and modification of debt						104,700,000
Loss on fair value adjustment of derivatives, net						17,700,000
Debt instrument, convertible, conversion ratio	85.743		84.122
Debt instrument, convertible principal amount		$ 1,000	$ 1,000
Debt conversion, converted instrument, shares to be issued \| shares		9,003	19,348
2025 Notes, principal amount				$ 105,000,000		$ 105,000,000		$ 230,000,000	$ 230,000,000
Debt instrument, convertible, conversion price \| $ / shares			$ 11.89	$ 11.66		$ 11.66
Convertible debt \| 2025 Notes \| Additional paid-in capital
Debt Instrument [Line Items]
Issuance of common stock from repurchase of convertible senior notes						$ 48,500,000

Income Taxes

9 Months Ended

Sep. 25, 2022

Income Tax Disclosure [Abstract]

Income Taxes


	THIRTEEN WEEKS ENDED					THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022			SEPTEMBER 26, 2021		SEPTEMBER 25, 2022			SEPTEMBER 26, 2021
Income before provision (benefit) for income taxes	$	38,613		$	597	$	82,092		$	184,562
Provision (benefit) for income taxes	$	5,563		$	(4,454)	$	33,028		$	24,827
Effective income tax rate	14.4		%	(NM)		40.2		%	13.5		%

________________

NM Not meaningful.

The provision for income taxes for the thirteen weeks ended September 25, 2022 increased primarily due to higher pre-tax book income across the Company’s U.S. and international subsidiaries. The benefit for income taxes for the thirteen weeks ended September 26, 2021 includes the impact of changes to the estimate of the forecasted full-year effective tax rate relative to prior quarters in 2021.

The effective income tax rate for the thirty-nine weeks ended September 25, 2022 increased by 26.7 percentage points as compared to the thirty-nine weeks ended September 26, 2021. The increase was primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the thirty-nine weeks ended September 25, 2022.

On September 16, 2022, the Company’s Brazilian subsidiary was granted a preliminary injunction granting it eligibility to benefit from a recent law in Brazil that established several emergency actions by the government to offset the economic effects of the COVID-19 pandemic for the tourism and events sector. The new law introduced a 100% exemption from Brazilian corporate income tax (IRPJ and CSLL) and federal value-added taxes (PIS and COFINS) for a period of 5 years. The injunction was issued as part of an ongoing lawsuit initiated by the Company’s Brazilian subsidiary due to the uncertainty regarding the restaurant industry’s eligibility for this exemption. The Company has not recognized a financial impact for the thirteen-week period ended September 25, 2022 as the Company continues to evaluate the exemption, the uncertainty and impacts of the injunction, and the best courses of action moving forward.

A restaurant company employer may claim a credit against its federal income taxes for FICA taxes paid on certain tipped wages (the “FICA tax credit”). The level of FICA tax credits is primarily driven by U.S. Restaurant sales and is not impacted by costs incurred that may reduce pre-tax income.

The effective income tax rate for the thirteen weeks ended September 25, 2022 was 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.

The effective income tax rate for the thirty-nine weeks ended September 25, 2022 was higher than the statutory rate primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during the thirty-nine weeks ended September 25, 2022.

The effective income tax rates for the thirteen and thirty-nine weeks ended September 26, 2021 were lower than the statutory rate primarily due to the benefit of FICA tax credits on certain tipped wages.

On December 28, 2021, the U.S. Treasury and the Internal Revenue Service released final regulations that, among other things, provide guidance on several aspects of the foreign tax credit rules. As part of the guidance issued, these regulations change longstanding foreign tax credit regulations that now make foreign taxes paid to certain countries no longer creditable in the United States. The Company expects that a portion of post-2022 foreign taxes paid will not be creditable in the United States. Furthermore, the impact of these regulations will result in the utilization of existing prior year foreign tax credit carryforwards for which the Company had previously recorded a valuation allowance. The valuation allowance related to the credits expected to be utilized has been released during the thirty-nine weeks ended September 25, 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 25, 2022	Dec. 26, 2021
Current assets
Cash and cash equivalents	$ 90,678	$ 87,585
Restricted cash and cash equivalents	143	1,472
Inventories	83,250	79,112
Other current assets, net	101,639	184,623
Total current assets	275,710	352,792
Property, fixtures and equipment, net	875,567	842,012
Operating lease right-of-use assets	1,115,004	1,130,873
Goodwill	273,100	268,444
Intangible assets, net	449,975	453,412
Deferred income tax assets, net	158,883	168,068
Other assets, net	70,962	78,670
Total assets	3,219,201	3,294,271
Current liabilities
Accounts payable	187,825	167,978
Accrued and other current liabilities	430,185	406,894
Unearned revenue	291,831	398,795
Current portion of long-term debt	1,481	10,958
Total current liabilities	911,322	984,625
Non-current operating lease liabilities	1,160,657	1,179,447
Long-term debt, net	820,225	782,107
Other long-term liabilities, net	86,852	125,242
Total liabilities	2,979,056	3,071,421
Commitments and contingencies
Bloomin’ Brands stockholders’ equity
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of September 25, 2022 and December 26, 2021	0	0
Common stock, $0.01 par value, 475,000,000 shares authorized; 88,449,929 and 89,252,823 shares issued and outstanding as of September 25, 2022 and December 26, 2021, respectively	884	893
Additional paid-in capital	1,159,722	1,119,728
Accumulated deficit	(735,268)	(698,171)
Accumulated other comprehensive loss	(186,840)	(205,989)
Total Bloomin’ Brands stockholders’ equity	238,498	216,461
Noncontrolling interests	1,647	6,389
Total stockholders’ equity	240,145	222,850
Total liabilities and stockholders’ equity	$ 3,219,201	$ 3,294,271

Other Long-term Liabilities, Net (Tables)

9 Months Ended

Sep. 25, 2022

Other Liabilities Disclosure [Abstract]

Other long-term liabilities

Other long-term liabilities, net, consisted of the following as of the periods indicated:


(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Accrued insurance liability	$	30,419	$	31,517

Deferred payroll tax liabilities (1)	—		27,302
Deferred compensation obligations	28,351		37,514
Other long-term liabilities	28,082		28,909
	$	86,852	$	125,242

_______________

(1)During the thirty-nine weeks ended September 25, 2022, the Company reclassified $27.3 million of payroll taxes deferred under the CARES Act to current.

Convertible Senior Notes

9 Months Ended

Sep. 25, 2022

Convertible Notes [Abstract]

Convertible Senior Notes

Convertible Senior Notes 2025 Notes - On May 25, 2022, the Company entered into exchange agreements (the “Exchange Agreements”) with certain holders (the “Noteholders”) of the 2025 Notes. The Noteholders agreed to exchange $125.0 million in aggregate principal amount of the Company’s outstanding 2025 Notes for $196.9 million in cash, plus accrued interest, and approximately 2.3 million shares of the Company’s common stock (the “2025 Notes Partial Repurchase”). Under the Exchange Agreements, the total amount of cash paid and number of shares of common stock issued by the Company were based upon the volume-weighted average price per share of the Company’s common stock during a ten-trading day averaging period ending on June 14, 2022. Upon entering into the Exchange Agreements, the conversion feature related to the 2025 Notes repurchased, as well as the settlements of the related

convertible senior note hedges and warrants, were subject to derivative accounting. In connection with the 2025 Notes Partial Repurchase, the Company recognized a loss on extinguishment of debt of $104.7 million and a loss on fair value adjustment of derivatives, net of $17.7 million, and recorded a $48.5 million increase to Additional paid-in capital during the thirty-nine weeks ended September 25, 2022.

The initial conversion rate applicable to the 2025 Notes was 84.122 shares of common stock per $1,000 principal amount of 2025 Notes, or a total of approximately 19.348 million shares for the total $230.0 million principal amount. This initial conversion rate was equivalent to an initial conversion price of approximately $11.89 per share. In connection with dividends paid during the thirty-nine weeks ended September 25, 2022, the conversion rate for the remaining 2025 Notes decreased to approximately $11.66 per share, which represents 85.743 shares of common stock per $1,000 principal amount of the 2025 Notes, or a total of approximately 9.003 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 25, 2022		DECEMBER 26, 2021
Long-term debt, net
Principal	$	105,000	$	230,000
Less: debt issuance costs (1)	(2,132)		(5,898)
Net carrying amount	$	102,868	$	224,102

________________

(1)Debt issuance costs are amortized to Interest expense, net using the effective interest method over the 2025 Notes’ expected life. During the thirty-nine weeks ended September 25, 2022, the Company wrote off $2.8 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 ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Coupon interest	$	1,313	$	2,875	$	6,785	$	8,625
Debt issuance cost amortization	190		392		963		1,159
Total interest expense (1)	$	1,503	$	3,267	$	7,748	$	9,784

________________

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

Based on the daily closing prices of the Company’s stock during the quarter ended September 25, 2022, the remaining holders of the 2025 Notes are eligible to convert their 2025 Notes during the fourth quarter of 2022.

Convertible Note Hedge and Warrant Transactions - In connection with the 2025 Notes Partial Repurchase, the Company entered into partial unwind agreements with certain financial institutions 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”) that were previously entered into by the Company in connection with the issuance of the 2025 Notes. Upon settlement, the Company received $131.9 million for the Note Hedge Early Termination Agreements and paid $114.8 million for the Warrant Early Termination Agreements during the thirty-nine weeks ended September 25, 2022. In connection with the Note Hedge Early Termination Agreements and the Warrant Early Termination Agreements the Company recorded a $113.0 million increase and a $97.6 million decrease, respectively, to Additional paid-in capital during the thirty-nine weeks ended September 25, 2022.

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

dividends paid during the thirty-nine weeks ended September 25, 2022, the strike price for the remaining Warrant Transactions decreased to $16.33.

Long-term Debt, Net (Tables)

9 Months Ended

Sep. 25, 2022

Debt Disclosure [Abstract]

Schedule of long-term debt, net

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


	SEPTEMBER 25, 2022				DECEMBER 26, 2021
(dollars in thousands)	OUTSTANDING BALANCE		INTEREST RATE		OUTSTANDING BALANCE		INTEREST RATE
Senior Secured Credit Facility:
Term loan A (1)	$	—			$	195,000	1.60	%
Revolving credit facility (2)	420,000		4.26	%	80,000		3.75	%
Total Senior Secured Credit Facility	420,000				275,000




2025 Notes (3)	105,000		5.00	%	230,000		5.00	%
2029 Notes	300,000		5.13	%	300,000		5.13	%
Finance lease liabilities	3,816				2,376

Less: unamortized debt discount and issuance costs (4)	(6,836)				(14,157)
Less: finance lease interest	(274)				(154)
Total debt, net	821,706				793,065
Less: current portion of long-term debt	(1,481)				(10,958)
Long-term debt, net	$	820,225			$	782,107

________________

(1)Interest rate represents the weighted average interest rate as of December 26, 2021.

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

(3)During the thirty-nine weeks ended September 25, 2022, the Company repurchased $125.0 million of the 2025 Notes. See Note 8 - Convertible Senior Notes for additional details.

Schedule of interest rate spread options

The interest rate spreads are as follows:


	BASE RATE ELECTION	ADJUSTED 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

Schedule of maturities of long-term debt

Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of the period indicated:


(dollars in thousands)	SEPTEMBER 25, 2022
Year 1	$	1,250
Year 2	1,202
Year 3	105,662
Year 4	420,350
Year 5	220
Thereafter	300,132
Total payments	828,816
Less: unamortized debt discount and issuance costs	(6,836)
Less: finance lease interest	(274)
Total principal payments	$	821,706

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Other Long-term Liabilities, Net

9 Months Ended

Sep. 25, 2022

Other Liabilities Disclosure [Abstract]

Other Long-term Liabilities, Net

Other long-term liabilities, net, consisted of the following as of the periods indicated:


(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Accrued insurance liability	$	30,419	$	31,517

Deferred payroll tax liabilities (1)	—		27,302
Deferred compensation obligations	28,351		37,514
Other long-term liabilities	28,082		28,909
	$	86,852	$	125,242

_______________

(1)During the thirty-nine weeks ended September 25, 2022, the Company reclassified $27.3 million of payroll taxes deferred under the CARES Act to current.

Leases

9 Months Ended

Sep. 25, 2022

Leases [Abstract]

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 CLASSIFICATION	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,115,004	$	1,130,873
Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	3,404		2,074
Total lease assets, net		$	1,118,408	$	1,132,947

Current operating lease liabilities (2)	Accrued and other current liabilities	$	181,427	$	177,028
Current finance lease liabilities	Current portion of long-term debt	1,481		958
Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,160,392		1,178,998
Non-current finance lease liabilities	Long-term debt, net	2,061		1,264
Total lease liabilities		$	1,345,361	$	1,358,248

________________

(1)Net of accumulated amortization of $3.4 million and $3.3 million as of September 25, 2022 and December 26, 2021, respectively.

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


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Operating leases (1)	Other restaurant operating	$	45,817	$	44,807	$	136,757	$	133,362
Variable lease cost (2)	Other restaurant operating	1,519		1,574		5,021		3,082
Finance leases:
Amortization of leased assets	Depreciation and amortization	355		280		1,048		800
Interest on lease liabilities	Interest expense, net	44		34		120		101
Sublease revenue	Franchise and other revenues	(2,455)		(3,276)		(7,449)		(6,936)
Lease costs, net		$	45,280	$	43,419	$	135,497	$	130,409

________________

(2)Includes COVID-19-related rent abatements for the thirteen and thirty-nine weeks ended September 26, 2021.

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 25, 2022		SEPTEMBER 26, 2021

Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities	$	145,797	$	155,661

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 CLASSIFICATION	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,115,004	$	1,130,873
Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	3,404		2,074
Total lease assets, net		$	1,118,408	$	1,132,947

Current operating lease liabilities (2)	Accrued and other current liabilities	$	181,427	$	177,028
Current finance lease liabilities	Current portion of long-term debt	1,481		958
Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,160,392		1,178,998
Non-current finance lease liabilities	Long-term debt, net	2,061		1,264
Total lease liabilities		$	1,345,361	$	1,358,248

________________

(1)Net of accumulated amortization of $3.4 million and $3.3 million as of September 25, 2022 and December 26, 2021, respectively.

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


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLASSIFICATION	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Operating leases (1)	Other restaurant operating	$	45,817	$	44,807	$	136,757	$	133,362
Variable lease cost (2)	Other restaurant operating	1,519		1,574		5,021		3,082
Finance leases:
Amortization of leased assets	Depreciation and amortization	355		280		1,048		800
Interest on lease liabilities	Interest expense, net	44		34		120		101
Sublease revenue	Franchise and other revenues	(2,455)		(3,276)		(7,449)		(6,936)
Lease costs, net		$	45,280	$	43,419	$	135,497	$	130,409

________________

(2)Includes COVID-19-related rent abatements for the thirteen and thirty-nine weeks ended September 26, 2021.

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 25, 2022		SEPTEMBER 26, 2021

Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities	$	145,797	$	155,661

Fair Value Measurements (Carrying Value and Fair Value of Debt by Hierarchy Level) (Details) - USD ($) $ in Thousands	Sep. 25, 2022	Dec. 26, 2021
Secured debt \| Senior Secured Credit Facility \| Fair value, inputs, level 2 \| Term loan A facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans payable, fair value	$ 0	$ 190,125
Secured debt \| Senior Secured Credit Facility \| Fair value, inputs, level 2 \| Revolving credit facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans payable, fair value	409,500	76,926
Secured debt \| Senior Secured Credit Facility \| Carrying value measurement \| Term loan A facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	0	195,000
Secured debt \| Senior Secured Credit Facility \| Carrying value measurement \| Revolving credit facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	420,000	80,000
Convertible debt \| 2025 Notes \| Fair value, inputs, level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, fair value	178,869	447,615
Convertible debt \| 2025 Notes \| Carrying value measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	105,000	230,000
Unsecured debt \| 2029 Notes \| Fair value, inputs, level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes payable, fair value	252,471	304,395
Unsecured debt \| 2029 Notes \| Carrying value measurement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt, fair value	$ 300,000	$ 300,000

Stockholders' Equity (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands	Sep. 25, 2022	Dec. 26, 2021
Accumulated other comprehensive loss [Line Items]
Accumulated other comprehensive loss	$ (186,840)	$ (205,989)
Foreign currency translation adjustment
Accumulated other comprehensive loss [Line Items]
Accumulated other comprehensive loss	(185,298)	(195,480)
Unrealized loss on derivatives, net of tax
Accumulated other comprehensive loss [Line Items]
Accumulated other comprehensive loss	$ (1,542)	$ (10,509)

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

Revenue Recognition (Contract Assets and Liabilities - Deferred Gift Card Revenue Rollforward) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Revenue Recognition [Line Items]
Balance, beginning of the period			$ 398,795
Balance, end of the period	$ 291,831		291,831
Deferred gift card revenue
Revenue Recognition [Line Items]
Balance, beginning of the period	303,544	$ 293,955	387,945	$ 373,048
Gift card sales	46,692	45,036	162,146	153,126
Gift card redemptions	(63,041)	(61,189)	(252,091)	(237,988)
Gift card breakage	(3,636)	(3,598)	(14,441)	(13,982)
Balance, end of the period	$ 283,559	$ 274,204	$ 283,559	$ 274,204

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Revenues
Restaurant sales, franchise and other revenues	$ 1,055,763	$ 1,010,463	$ 3,321,460	$ 3,075,302
Costs and expenses
Food and beverage costs	332,939	304,300	1,056,768	908,272
Labor and other related	303,244	290,246	924,514	859,883
Other restaurant operating	267,944	299,788	790,583	762,531
Depreciation and amortization	42,171	40,827	125,203	122,592
General and administrative	56,089	58,880	174,009	182,590
Provision for impaired assets and restaurant closings	2,067	1,585	4,099	8,962
Total costs and expenses	1,004,454	995,626	3,075,176	2,844,830
Income from operations	51,309	14,837	246,284	230,472
Loss on extinguishment and modification of debt	0	0	(107,630)	(2,073)
Loss on fair value adjustment of derivatives, net	0	0	(17,685)	0
Other income, net	0	5	0	26
Interest expense, net	(12,696)	(14,245)	(38,877)	(43,863)
Income before provision (benefit) for income taxes	38,613	597	82,092	184,562
Provision (benefit) for income taxes	5,563	(4,454)	33,028	24,827
Net income	33,050	5,051	49,064	159,735
Less: net income attributable to noncontrolling interests	1,064	1,602	5,202	4,879
Net income attributable to Bloomin’ Brands	31,986	3,449	43,862	154,856
Other comprehensive income:
Foreign currency translation adjustment	(13,041)	1,673	10,182	5,113
Unrealized (loss) gain on derivatives, net of tax	0	(153)	573	(323)
Reclassification of adjustments for loss on derivatives included in Net income, net of tax	0	1,519	954	6,036
Impact of terminated interest rate swaps included in Net income, net of tax	2,255	1,479	7,440	2,950
Comprehensive income	22,264	9,569	68,213	173,511
Less: comprehensive income attributable to noncontrolling interests	1,064	1,602	5,202	4,879
Comprehensive income attributable to Bloomin’ Brands	$ 21,200	$ 7,967	$ 63,011	$ 168,632
Earnings per share:
Basic (in USD per share)	$ 0.36	$ 0.04	$ 0.49	$ 1.74
Diluted (in USD per share)	$ 0.34	$ 0.03	$ 0.44	$ 1.42
Weighted average common shares outstanding:
Basic (in shares)	89,192	89,229	89,149	88,890
Diluted (in shares)	94,736	107,783	99,609	109,410
Restaurant sales
Revenues
Restaurant sales, franchise and other revenues	$ 1,040,375	$ 996,718	$ 3,272,868	$ 3,031,396
Franchise and other revenues
Revenues
Restaurant sales, franchise and other revenues	$ 15,388	$ 13,745	$ 48,592	$ 43,906

Earnings Per Share (Basic and Diluted EPS) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

9 Months Ended

Sep. 25, 2022

Sep. 26, 2021

Sep. 25, 2022

Sep. 26, 2021

Schedule of (loss) earnings per share, basic and diluted [Line Items]

Net income attributable to Bloomin’ Brands

$ 31,986

$ 3,449

$ 43,862

$ 154,856

Convertible senior notes if-converted method interest adjustment, net of tax

460

^[1]

Diluted net income attributable to Bloomin’ Brands

$ 31,986

$ 3,449

$ 43,862

$ 155,316

Basic weighted average common shares outstanding

89,192

89,229

89,149

88,890

Effect of diluted securities:

Convertible senior notes

^[1]

3,690

^[2]

10,476

6,732

^[2]

12,300

Warrants

1,564

^[2]

6,928

3,204

^[2]

6,896

Diluted weighted average common shares outstanding

94,736

107,783

99,609

109,410

Basic earnings per share (in USD per share)

$ 0.36

$ 0.04

$ 0.49

$ 1.74

Diluted earnings per share (in USD per share)

$ 0.34

$ 0.03

$ 0.44

$ 1.42

Stock options

Effect of diluted securities:

Dilutive shares

173

864

261

913

Nonvested restricted stock units

Effect of diluted securities:

Dilutive shares

117

286

167

380

Nonvested performance-based share units

Effect of diluted securities:

Dilutive shares

[1]	Adjustment for interest related to the 2025 Notes weighted for the portion of the period prior to the Company’s election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes in cash. Effective with the Company’s election, there will be no further numerator adjustments for interest or denominator adjustments for shares required to settle the principal portion.
[2]	During the thirty-nine weeks ended September 25, 2022, the Company repurchased $125.0 million of the 2025 Notes and retired the corresponding portion of the related warrants. See Note 8 - Convertible Senior Notes for additional details.

Long-term Debt, Net (Amended Credit Agreement) (Details) - USD ($)		9 Months Ended
	Apr. 26, 2022	Sep. 25, 2022	Sep. 26, 2021	Apr. 16, 2021
Debt Instrument [Line Items]
Proceeds from borrowings on revolving credit facilities		$ 929,500,000	$ 378,000,000
Senior Secured Credit Facility \| Secured debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 1,000,000,000
Term loan A facility \| Senior Secured Credit Facility \| Secured debt
Debt Instrument [Line Items]
Principal				200,000,000
Revolving credit facility \| Secured debt \| Adjusted term SOFR \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Revolving credit facility \| Secured debt \| Adjusted term SOFR \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Revolving credit facility \| Secured debt \| Base rate \| Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Revolving credit facility \| Secured debt \| Base rate \| Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Revolving credit facility \| Senior Secured Credit Facility \| Secured debt
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 1,000,000,000			$ 800,000,000
Proceeds from borrowings on revolving credit facilities	$ 192,500,000
Amended Credit Agreement \| Secured debt \| Base rate option 2
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	50.00%
Amended Credit Agreement \| Secured debt \| Base rate option 3
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Amended Credit Agreement \| Secured debt \| Adjusted term SOFR
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.10%
Amended Credit Agreement \| Secured debt \| Adjusted term SOFR \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	0.00%

Segment Reporting (Tables)

9 Months Ended

Sep. 25, 2022

Segment Reporting [Abstract]

Schedule of segment reporting information, by segment

The following is a summary of reporting segments:

REPORTABLE SEGMENT (1)

CONCEPT

GEOGRAPHIC LOCATION

U.S.

Outback Steakhouse

United States of America

Carrabba’s Italian Grill

Bonefish Grill

Fleming’s Prime Steakhouse & Wine Bar

International

Outback Steakhouse

Brazil, Hong Kong/China

Carrabba’s Italian Grill (Abbraccio)

Brazil

_________________

(1)Includes franchise locations.

Reconciliation of revenue from segments to consolidated

The following table is a summary of Total revenues by segment for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Total revenues
U.S.	$	922,521	$	912,733	$	2,957,555	$	2,820,709
International	133,242		97,730		363,905		254,593
Total revenues	$	1,055,763	$	1,010,463	$	3,321,460	$	3,075,302

Reconciliation of operating profit from segments to consolidated

The following table is a reconciliation of segment income from operations to Income before provision (benefit) for income taxes for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Segment income from operations
U.S.	$	68,501	$	47,294	$	305,347	$	334,326
International	15,849		1,412		38,859		7,419
Total segment income from operations	84,350		48,706		344,206		341,745
Unallocated corporate operating expense	(33,041)		(33,869)		(97,922)		(111,273)
Total income from operations	51,309		14,837		246,284		230,472
Loss on extinguishment and modification of debt	—		—		(107,630)		(2,073)
Loss on fair value adjustment of derivatives, net	—		—		(17,685)		—
Other income, net	—		5		—		26
Interest expense, net	(12,696)		(14,245)		(38,877)		(43,863)
Income before provision (benefit) for income taxes	$	38,613	$	597	$	82,092	$	184,562

Reconciliation of segment depreciation and amortization

The following table is a summary of Depreciation and amortization expense by segment for the periods indicated:


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Depreciation and amortization
U.S.	$	34,432	$	33,422	$	102,735	$	100,645
International	5,882		5,842		17,438		17,128
Corporate	1,857		1,563		5,030		4,819
Total depreciation and amortization	$	42,171	$	40,827	$	125,203	$	122,592

Convertible Senior Notes (Tables)

9 Months Ended

Sep. 25, 2022

Convertible Notes [Abstract]

Convertible senior notes balances

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


(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Long-term debt, net
Principal	$	105,000	$	230,000
Less: debt issuance costs (1)	(2,132)		(5,898)
Net carrying amount	$	102,868	$	224,102

________________

Convertible senior notes interest expense

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Coupon interest	$	1,313	$	2,875	$	6,785	$	8,625
Debt issuance cost amortization	190		392		963		1,159
Total interest expense (1)	$	1,503	$	3,267	$	7,748	$	9,784

________________

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

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 25, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation and Other Matters - The Company is subject to legal proceedings, claims and liabilities, such as liquor liability, slip and fall cases, wage-and-hour and other employment-related litigation, which arise in the ordinary course of business. A reserve is recorded when it is both: (i) probable that a loss has occurred and (ii) the amount of loss can be reasonably estimated. There may be instances in which an exposure to loss exceeds the recorded reserve. The Company evaluates, on a quarterly basis, developments in legal proceedings that could cause an increase or decrease in the amount of the reserve that has been previously recorded, or a revision to the disclosed estimated range of possible losses, as applicable. The Company’s legal proceedings range from cases brought by a single plaintiff to threatened class actions with many putative class members. While some matters pending against the Company specify the damages claimed by the plaintiff or class, many seek unspecified amounts or are at very early stages of the legal process. Even when the amount of damages claimed against the Company are stated, the claimed amount may be exaggerated, unsupported or unrelated to possible outcomes, and as such, are not meaningful indicators of the Company’s potential liability or financial exposure. As a result, some matters have not yet progressed sufficiently through discovery or development of important factual information and legal issues to enable the Company to estimate an amount of loss or a range of possible loss. The Company recorded reserves of $8.6 million and $7.1 million for certain of its outstanding legal proceedings as of September 25, 2022 and December 26, 2021, respectively, within Accrued and other current liabilities and Other long-term 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. The Company intends to defend itself in legal matters. Some of these matters may be covered, at least in part, by insurance if they exceed specified retention or deductible amounts. However, it is possible that claims may be denied by the Company’s insurance carriers, the Company may be required by its insurance carriers to contribute to the payment of claims, or the Company’s insurance coverage may not continue to be available on acceptable terms or in sufficient amounts. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company believes that the ultimate determination of liability in connection with legal claims pending against the Company, if any, in excess of amounts already provided for such matters in the consolidated financial statements, will not have a material adverse effect on its business, annual results of operations, liquidity or financial position. However, it is possible that the Company’s business, results of operations, liquidity, or financial condition could be materially affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies during such period. 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 25, 2022, the undiscounted payments that the Company could be required to make in the event of non-payment by the primary lessees was approximately $22.4 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of September 25, 2022 was approximately $15.7 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 25, 2022 and December 26, 2021, the Company’s recorded contingent lease liability was $7.5 million and $8.7 million, respectively. Royalty Termination - In August 2021, wholly-owned subsidiaries of the Company entered into the Purchase and Sale of Royalty Payment Stream and Termination of Royalty Agreement (the “Royalty Termination Agreement”) with the Carrabba’s Italian Grill founders (the “Carrabba’s Founders”), pursuant to which the Company’s obligation to pay future royalties on U.S. Carrabba’s Italian Grill restaurant sales and lump sum royalty fees on Carrabba’s Italian Grill (and Abbraccio) restaurants opened outside the U.S. was terminated. Upon execution of the Royalty Termination Agreement, the Company made a cash payment of $61.9 million to the Carrabba’s Founders, which was recorded in Other restaurant operating expense in its Consolidated Statements of Operations and Comprehensive Income during the thirteen weeks ended September 26, 2021.

Stock-based Compensation Plans

9 Months Ended

Sep. 25, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation Plans

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


	THIRTEEN WEEKS ENDED				THIRTY-NINE WEEKS ENDED
(dollars in thousands)	SEPTEMBER 25, 2022		SEPTEMBER 26, 2021		SEPTEMBER 25, 2022		SEPTEMBER 26, 2021
Performance-based share units (1)	$	67	$	3,026	$	5,526	$	11,813
Restricted stock units	1,872		2,043		5,709		6,373
Stock options	38		495		470		1,829

	$	1,977	$	5,564	$	11,705	$	20,015

________________

In February 2022, the Company granted 0.5 million performance-based share units (“PSUs”) subject to final payout modification by a Relative Total Shareholder Return (“Relative TSR”) modifier. This Relative TSR modifier can adjust the final payout outcome by 75%, 100% or 125% of the achieved performance metric, with the overall payout capped at 200% of the annual target grant. These PSUs have a three-year cliff vesting period and their fair value was estimated using the Monte Carlo simulation model.

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 25, 2022			SEPTEMBER 26, 2021
Assumptions:
Risk-free interest rate (1)	1.64		%	0.20		%
Dividend yield (2)	2.31		%	—		%

Volatility (3)	49.11		%	48.45		%

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

________________

(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.

The following represents unrecognized stock-based compensation expense and the remaining weighted average vesting period as of September 25, 2022:


	UNRECOGNIZED COMPENSATION EXPENSE (dollars in thousands)		REMAINING WEIGHTED AVERAGE VESTING PERIOD (in years)
Performance-based share units	$	14,620	1.4
Restricted stock units	$	9,673	1.8

Segment Reporting (Income from Operations Reconciliation) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 25, 2022	Sep. 26, 2021	Sep. 25, 2022	Sep. 26, 2021
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated [Line Items]
Income from operations	$ 51,309	$ 14,837	$ 246,284	$ 230,472
Loss on extinguishment and modification of debt	0	0	(107,630)	(2,073)
Loss on fair value adjustment of derivatives, net	0	0	(17,685)	0
Other income, net	0	5	0	26
Interest expense, net	(12,696)	(14,245)	(38,877)	(43,863)
Income before provision (benefit) for income taxes	38,613	597	82,092	184,562
Operating segments
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated [Line Items]
Income from operations	84,350	48,706	344,206	341,745
Operating segments \| U.S. segment
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated [Line Items]
Income from operations	68,501	47,294	305,347	334,326
Operating segments \| International segment
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated [Line Items]
Income from operations	15,849	1,412	38,859	7,419
Corporate, non-segment
Segment Reporting, Reconciling Item for Operating Profit from Segment to Consolidated [Line Items]
Income from operations	$ (33,041)	$ (33,869)	$ (97,922)	$ (111,273)

Other Current Assets, Net (Tables)

9 Months Ended

Sep. 25, 2022

Other Current Assets, Net [Abstract]

Schedule of other current assets

Other current assets, net, consisted of the following as of the periods indicated:


(dollars in thousands)	SEPTEMBER 25, 2022		DECEMBER 26, 2021
Prepaid expenses	$	31,468	$	21,194
Accounts receivable - gift cards, net	8,584		91,248
Accounts receivable - vendors, net	18,348		11,793
Accounts receivable - franchisees, net	2,124		1,701
Accounts receivable - other, net	17,322		18,353
Deferred gift card sales commissions	10,798		17,793

Company-owned life insurance policies	7,420		17,244
Other current assets, net	5,575		5,297
	$	101,639	$	184,623

Stockholders' Equity (Share Repurchases) (Details) - USD ($)
$ / shares in Units, shares in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 28, 2022

Sep. 25, 2022

Jun. 26, 2022

Mar. 27, 2022

Sep. 25, 2022

Feb. 08, 2022

Share Repurchase Program [Line Items]

Repurchase and retirement of common stock

$ 33,549,000

$ 81,000,000

2022 share repurchase program

Share Repurchase Program [Line Items]

Stock repurchase program, authorized amount

$ 125,000,000

Stock repurchase program, remaining authorized repurchase amount

$ 44,000,000

Repurchase and retirement of common stock (in shares)

1,746

1,761

551

4,058

^[1]

Stock repurchase program, average price paid, per share

$ 19.21

$ 20.30

$ 21.26

$ 19.96

^[1]

Repurchase and retirement of common stock

$ 33,549,000

$ 35,749,000

$ 11,702,000

$ 81,000,000

^[1]

2022 share repurchase program | Subsequent event

Share Repurchase Program [Line Items]

Repurchase and retirement of common stock (in shares)

682

Repurchase and retirement of common stock

$ 13,800,000

[1]	Subsequent to September 25, 2022, the Company repurchased 682 thousand shares of its common stock for $13.8 million under a Rule 10b5-1 plan through October 28, 2022.