0001546417-23-000009 | 10-K | XBRL Viewer

Other Current Assets, Net

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


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Prepaid expenses	$	29,343	$	21,194
Accounts receivable - gift cards, net (1)	85,606		91,248
Accounts receivable - vendors, net (1)	25,385		11,793
Accounts receivable - franchisees, net (1)	2,550		1,701
Accounts receivable - other, net (1)	18,408		18,353
Deferred gift card sales commissions	17,755		17,793
Company-owned life insurance (2)	—		17,244
Other current assets, net	4,671		5,297
	$	183,718	$	184,623

________________

(1)See Note 20 - Allowance for Expected Credit Losses for a rollforward of the related allowance for expected credit losses.

(2)During 2022, the Company withdrew the current portion of its Company-owned life insurance policies to pay deferred compensation obligations.

Derivative Instruments and Hedging Activities

12 Months Ended

Dec. 25, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Interest Rate Risk - The Company manages economic risks, including interest rate variability, primarily by managing the amount, sources and duration of its debt funding and through the use of derivative financial instruments. The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps.

Designated Hedges

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 “2018 Swap Agreements”). The 2018 Swap Agreements had an aggregate notional amount of $550.0 million and matured on November 30, 2022. Under the terms of the 2018 Swap Agreements, the Company paid a weighted average fixed rate of 3.04% on the notional amount and received payments from the counterparties based on the one-month LIBOR rate.

In connection with the refinancing of its Former Credit Facility, on April 16, 2021 the Company terminated its variable-to-fixed interest rate swap agreements with seven counterparties having an aggregate notional amount of $275.0 million for a payment of approximately $13.3 million, including accrued interest. Following these terminations, $13.4 million of unrealized losses related to the terminated swap agreements included in AOCL were amortized on a straight-line basis to Interest expense, net over the remaining original term of the terminated swaps.

As a result of the Company’s anticipated decrease in variable rate debt balances due to significant voluntary debt payments, on December 9, 2021 the Company terminated its variable-to-fixed interest rate swap agreements with three counterparties having an aggregate notional amount of $150.0 million for a payment of approximately $4.1 million, including accrued interest. Following these terminations, $4.1 million of unrealized losses related to the terminated swap agreements included in AOCL were amortized to Interest expense, net over the remaining original term of the terminated swaps.

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 losses related to the terminated swap agreements included in Accumulated other comprehensive loss were amortized to Interest expense, net over the remaining original term of the terminated swaps.

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. 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 19 - Fair Value Measurements for fair value discussion of the interest rate swaps.

The Company’s interest rate swaps were subject to master netting arrangements. As of December 26, 2021, the Company did not have more than one derivative between the same counterparties and as such, there was no netting.

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Interest rate swap agreements:
Interest rate swap expense recognized in Interest expense, net	$	(1,284)	$	(9,951)	$	(13,370)
Income tax benefit recognized in Provision (benefit) for income taxes	330		2,559		3,447
Net effects of interest rate swap agreements	$	(954)	$	(7,392)	$	(9,923)
Terminated interest rate swap agreements:
Terminated interest rate swap expense recognized in Interest expense, net	$	(12,115)	$	(6,160)	$	—
Income tax benefit recognized in Provision (benefit) for income taxes	3,133		1,584		—
Net effects of terminated interest rate swap agreements	$	(8,982)	$	(4,576)	$	—
Total net effects on Net income (loss)	$	(9,936)	$	(11,968)	$	(9,923)

By utilizing the interest rate swaps, the Company was exposed to credit-related losses in the event that the counterparty failed to perform under the terms of the derivative contract. To mitigate this risk, the Company entered into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assessed the creditworthiness of its counterparties. As of December 26, 2021, all counterparties to the interest rate swaps performed in accordance with their contractual obligations.

Segment Reporting (Revenues by Geographic Area) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Segment reporting information [Line Items]
Restaurant sales, franchise and other revenues	$ 4,416,508	$ 4,122,385	$ 3,170,561
U.S. segment
Segment reporting information [Line Items]
Restaurant sales, franchise and other revenues	3,911,870	3,759,981	2,885,542
Brazil
Segment reporting information [Line Items]
Restaurant sales, franchise and other revenues	448,411	297,167	222,283
International - other
Segment reporting information [Line Items]
Restaurant sales, franchise and other revenues	$ 56,227	$ 65,237	$ 62,736

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

Disclosure of Compensation Related Costs, Share-based Payments and Deferred Compensation [Abstract]

Commitments and Contingencies (Royalty Termination) (Details) $ in Millions	Aug. 02, 2021 USD ($)
Other restaurant operating \| Carrabba's Italian Grill
Other Commitments [Line Items]
Cash paid to settle royalty agreement	$ 61.9

Stock-based and Deferred Compensation Plans

12 Months Ended

Dec. 25, 2022

Stock-based and Deferred Compensation Plans

Stock-based Compensation Plans

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Performance-based share units (1)	$	8,176	$	13,821	$	2,414
Restricted stock units	7,687		8,184		8,559
Stock options	503		2,286		3,743
	$	16,366	$	24,291	$	14,716

________________

(1)For 2022, includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2020 based on Company performance against criteria set forth in the award agreements. For 2021, includes a cumulative life-to-date adjustment to increase expense for PSUs granted in fiscal years 2019, 2020 and 2021 based on Company performance against criteria set forth in the award agreements.

Performance-based Share Units - The number of PSUs that vest is determined for each year based on the achievement of certain performance criteria as set forth in the award agreement and may range from zero to 200% of the annual target grant. The PSUs are settled in shares of common stock, with holders receiving one share of common stock for each performance-based share unit that vests. Compensation expense for PSUs is recognized over the vesting period when it is probable the performance criteria will be achieved.

The following table presents a summary of the Company’s PSU activity:


(in thousands, except per unit data)	PERFORMANCE-BASED SHARE UNITS	WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT		AGGREGATE INTRINSIC VALUE (1)
Outstanding as of December 26, 2021	759	$	23.11	$	15,896
Granted	313	$	26.10
Performance Adjustment (2)	169	$	19.69
Vested	(338)	$	19.69
Forfeited	(29)	$	23.30
Outstanding as of December 25, 2022	874	$	24.83	$	18,323
Expected to vest as of December 25, 2022	1,275			$	26,715

________________

(1)Based on the $20.95 and $20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

(2)Represents adjustment to 200% payout for PSUs granted during 2019.

Prior to 2021, the fair value of PSUs was based on the closing price of the Company’s common stock on the grant date. During 2022 and 2021, the Company granted PSUs subject to final payout modification by a 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. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that the market conditions will be achieved and is applied to the closing price of the Company’s common stock on the date of the grant.

Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:


	FISCAL YEAR
	2022		2021
Assumptions:
Risk-free interest rate (1)	1.64	%	0.20	%
Dividend yield (2)	2.31	%	—	%

Volatility (3)	49.11	%	48.45	%

________________

(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 PSU compensation information for the periods indicated:


	FISCAL YEAR
(dollars in thousands, except grant date fair value data)	2022		2021		2020
Weighted average grant date fair value for PSUs granted (1)	$	26.10	$	29.73	$	19.96

Intrinsic value for PSUs vested	$	7,626	$	3,768	$	6,550
Fair value of PSUs vested	$	6,646	$	3,401	$	4,809
Tax benefits for PSU compensation expense	$	348	$	134	$	1,570

Unrecognized PSU expense	$	11,955
Remaining weighted average vesting period (2)	1.2 years

________________

(1)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 2022 and 2021, respectively.

(2)PSUs typically vest after three years.

Restricted Stock Units (“RSUs”) - RSUs generally vest over a period of three years in an equal number of shares each year. Following is a summary of the Company’s RSU activity:


(in thousands, except per unit data)	RESTRICTED STOCK UNITS	WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT		AGGREGATE INTRINSIC VALUE (1)
Outstanding as of December 26, 2021	730	$	21.16	$	15,298
Granted	364	$	21.59
Vested	(396)	$	20.27
Forfeited	(41)	$	24.69
Outstanding as of December 25, 2022 (2)	657	$	21.72	$	13,776

________________

(1)Based on the $20.95 and $20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

(2)All RSUs outstanding as of December 25, 2022 are expected to vest.

The following represents RSU compensation information for the periods indicated:


	FISCAL YEAR
(dollars in thousands, except grant date fair value data)	2022		2021		2020
Weighted average grant date fair value for RSUs granted (1)	$	21.59	$	25.93	$	16.66

Intrinsic value of RSUs vested	$	9,070	$	13,482	$	8,183
Fair value of RSUs vested	$	8,025	$	9,434	$	8,973
Tax benefits for RSU compensation expense	$	1,113	$	1,592	$	1,614

Unrecognized RSU expense	$	8,389
Remaining weighted average vesting period	1.8 years

________________

(1)The weighted average dividend yield was 2.43% and 2.11% for 2022 and 2020, respectively. There were no dividends in 2021.

Stock Options - Stock options generally vest and become exercisable over a period of four years in an equal number of shares each year. Stock options have an exercisable life of no more than ten years from the date of grant. The Company settles stock option exercises with authorized but unissued shares of the Company’s common stock.

The following table presents a summary of the Company’s stock option activity:


(in thousands, except exercise price and contractual life data)	OPTIONS	WEIGHTED AVERAGE EXERCISE PRICE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	AGGREGATE INTRINSIC VALUE
Outstanding as of December 26, 2021	4,276	$	20.42	4.7	$	7,304

Exercised	(1,044)	$	17.15
Forfeited or expired	(44)	$	24.89
Outstanding as of December 25, 2022 (1)	3,188	$	21.43	4.0	$	3,337
Exercisable as of December 25, 2022	3,149	$	21.46	4.0	$	3,244

________________

(1)No stock options were granted during 2022.

The following represents stock option compensation information for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Intrinsic value of options exercised	$	6,367	$	8,419	$	2,201

Cash received from option exercises, net of tax withholding	$	17,888	$	14,951	$	4,609
Fair value of stock options vested	$	7,645	$	19,246	$	16,468
Tax benefits for stock option compensation expense	$	1,495	$	1,942	$	535

As of December 25, 2022, the maximum number of shares of common stock available for issuance for equity instruments pursuant to the 2020 Omnibus Incentive Compensation Plan was 7,935,988.Deferred Compensation PlansU.S. Partner Deferred Compensations Plans - Certain U.S. Partners may participate in deferred compensation programs that are subject to the rules of Section 409A of the Internal Revenue Code. The Company may invest in corporate-owned life insurance policies, which are held within an irrevocable grantor or rabbi trust account for settlement of certain of the obligations under the deferred compensation plans. The deferred compensation obligation due to U.S. Partners under these plans was $3.5 million and $15.5 million as of December 25, 2022 and December 26, 2021, respectively. The rabbi trust is funded through the Company’s voluntary contributions and was fully funded as of December 25, 2022.401(k) Plan - The Company has a qualified defined contribution plan that qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended. The Company incurred contribution costs of $5.6 million, $6.1 million and $5.5 million for the 401(k) Plan for 2022, 2021 and 2020, respectively.Highly Compensated Employee Plan - The Company provides a deferred compensation plan for its highly compensated employees who are not eligible to participate in the 401(k) Plan. The deferred compensation plan allows these employees to contribute a percentage of their base salary and cash bonus on a pre-tax basis. The deferred compensation plan is unsecured and funded through the Company’s voluntary contributions.

Stock-based and Deferred Compensation Plans (Stock Option Compensation - Table) (Details) - Stock options - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Intrinsic value of options exercised	$ 6,367	$ 8,419	$ 2,201
Cash received from option exercises, net of tax withholding	17,888	14,951	4,609
Fair value of stock options vested	7,645	19,246	16,468
Tax benefits for stock option compensation expense	$ 1,495	$ 1,942	$ 535

Segment Reporting (Income from Operations Reconciliation - Table) (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Loss on extinguishment and modification of debt

$ 330,421

$ 308,958

$ (174,973)

(107,630)

(2,073)

(237)

Loss on fair value adjustment of derivatives, net

(17,685)

Other (expense) income, net

(23)

131

Interest expense, net

(53,176)

(57,614)

(64,442)

Income (loss) before provision (benefit) for income taxes

151,907

249,297

(239,521)

Operating segments

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Operating segments | U.S. segment

465,193

460,544

(15,109)

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Operating segments | International segment

407,860

443,887

(1,630)

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

57,333

16,657

(13,479)

Corporate

Corporate | Impairment and general and administrative expense

$ (134,772)

$ (151,586)

(159,864)

^[1]

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Restructuring charges

$ 32,400

[1]	Includes $32.4 million of charges for 2020 that were not allocated to the Company’s segments related to its transformational initiatives, primarily recorded within General and administrative expense and Provision for impaired assets and restaurant closings

Stockholders' Equity (Dividends) (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended								12 Months Ended
	Feb. 07, 2023	Dec. 25, 2022	Sep. 25, 2022	Jun. 26, 2022	Mar. 27, 2022	Dec. 27, 2020	Sep. 27, 2020	Jun. 28, 2020	Mar. 29, 2020	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Dividends Payable [Line Items]
Common stock, dividends per share		$ 0.14	$ 0.14	$ 0.14	$ 0.14	$ 0	$ 0	$ 0	$ 0.20	$ 0.56		$ 0.20
Dividends, common stock, cash		$ 12,284	$ 12,475	$ 12,418	$ 12,559	$ 0	$ 0	$ 0	$ 17,480	$ 49,736		$ 17,480
Cash dividends declared per common share										$ 0.56	$ 0	$ 0.20
Subsequent event
Dividends Payable [Line Items]
Cash dividends declared per common share	$ 0.24
Dividends payable, date to be paid	Mar. 15, 2023
Dividends payable, date of record	Mar. 01, 2023

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

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Schedule of Lease Costs [Line Items]

Operating leases

^[1]

$ 182,091

$ 178,733

$ 178,740

Variable lease cost

6,508

4,350

^[2]

(2,326)

^[2]

Amortization of leased assets

1,420

1,079

1,248

Interest on lease liabilities

172

129

160

Sublease revenue

(9,016)

(9,396)

(3,121)

Lease costs, net

181,175

174,895

174,701

General and administrative

Schedule of Lease Costs [Line Items]

Operating leases

$ 12,200

$ 12,900

$ 13,800

[1]	Excludes rent expense for office facilities and Company-owned closed or subleased properties of $12.2 million, $12.9 million and $13.8 million for 2022, 2021 and 2020, respectively, which is included in General and administrative expense. Also excludes certain immaterial supply chain related rent expense included in Food and beverage costs for 2021 and 2020.
[2]	Includes COVID-19-related rent abatements for 2021 and 2020.

Income Taxes (Tax Carryforwards - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Income Tax Contingency [Line Items]
Federal tax credit carryforwards	$ 165,411	$ 146,734
Foreign loss carryforwards	62,213
Foreign credit carryforwards	864
Internal Revenue Service (IRS)
Income Tax Contingency [Line Items]
Federal tax credit carryforwards	177,676
General business tax credit carryforwards	$ 175,500
Internal Revenue Service (IRS) \| Maximum
Income Tax Contingency [Line Items]
General business tax credits, estimated period of use	10 years

Property, Fixtures and Equipment, Net (PFE - Table) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (1,617,611)	$ (1,514,521)
Property, fixtures and equipment, net	914,142	842,012
Land
Property, Plant and Equipment [Line Items]
Property, fixtures and equipment, gross	37,596	38,417
Buildings
Property, Plant and Equipment [Line Items]
Property, fixtures and equipment, gross	1,223,403	1,167,811
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, fixtures and equipment, gross	489,895	460,768
Equipment
Property, Plant and Equipment [Line Items]
Property, fixtures and equipment, gross	739,136	641,715
Construction in progress
Property, Plant and Equipment [Line Items]
Property, fixtures and equipment, gross	$ 41,723	$ 47,822

COVID-19

12 Months Ended

Dec. 25, 2022

COVID-19 Impact [Abstract]

COVID-19

COVID-19 Charges - Following is a summary of the charges recorded in connection with the COVID-19 pandemic for the period indicated (dollars in thousands):

CHARGES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION

FISCAL YEAR

2020

Inventory obsolescence and spoilage

Food and beverage costs

10,450

Compensation for idle employees (1)

Labor and other related

29,993

Other operating charges

Other restaurant operating

3,219

Lease guarantee contingent liabilities (2)

General and administrative

4,188

Allowance for expected credit losses (3)

General and administrative

3,334

Other charges

General and administrative

2,719

Right-of-use asset impairment (4)

Provision for impaired assets and restaurant closings

32,992

Fixed asset impairment (4)

Provision for impaired assets and restaurant closings

34,423

Goodwill and other impairment (5)

Provision for impaired assets and restaurant closings

3,190

124,508

________________

(1)Represents relief pay for U.S. hourly employees impacted by the closure of dining rooms, net of employee retention tax credits earned. See COVID-19 Government Assistance below for further discussion regarding employee retention credits earned.

(2)Represents additional contingent liabilities recorded for lease guarantees related to certain former restaurant locations now operated by franchisees or other third parties.

(3)Includes additional reserves to reflect an increase in expected credit losses, primarily related to franchise receivables.

(4)Includes impairments resulting from the remeasurement of assets utilizing projected future cash flows revised for then-current economic conditions, restructuring charges, the closure of certain restaurants and in connection with the Out West Resolution Agreement. See Note 5 - Impairments and Exit Costs and Note 4 - Revenue Recognition, for details regarding COVID-19 Restructuring costs and the Out West Resolution Agreement, respectively.

(5)Includes impairment of goodwill for the Company’s Hong Kong subsidiary. See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

COVID-19 Government Assistance - During 2020, the Company recorded $19.6 million of COVID-19-related government assistance primarily in connection with the Employee Retention Credit (“ERC”) provided under the Coronavirus, Aid, Relief and Economic Security (“CARES”) Act, substantially all of which was recorded in Labor and other related expenses in its Consolidated Statements of Operations and Comprehensive Income (Loss). The Company filed ERC claims for relief pay paid to employees impacted by government mandated dining room closures or capacity restrictions and quarantine pay. The Company also received subsidies from the Hong Kong government primarily provided to help offset the cost of retaining employees. During 2022 and 2021, the Company recognized immaterial government assistance in connection with payments received for these programs.

As there was no authoritative guidance under U.S. GAAP on accounting for government assistance provided to for-profit business entities, the Company accounted for government assistance by analogy to International Accounting Standards 20, Accounting for Government Grants and Disclosure of Government Assistance. The Company recognized assistance under each program when it met the program terms for assistance and receipt of assistance was reasonably assured. Government assistance is generally recorded as a deduction to the related expenses or losses that the grants are intended to compensate.

During the periods presented, the Company did not receive any Paycheck Protection Program loans, a program under the CARES Act providing loans to assist entities with paying their payroll and other costs.

Summary of Significant Accounting Policies (Advertising Costs) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Other restaurant operating
Schedule of Advertising Costs [Line Items]
Advertising expense	$ 94.0	$ 59.7	$ 67.3

Stock-based and Deferred Compensation Plans (Other Benefit Plans) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
401(k) plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Defined contribution plan, employer contribution costs	$ 5.6	$ 6.1	$ 5.5

Stock-based and Deferred Compensation Plans (Stock Options - Text) (Details) - Stock options	12 Months Ended
	Dec. 25, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, expiration period	10 years

Income Taxes (Valuation Allowance - Text) (Details) - USD ($)	Dec. 25, 2022	Dec. 26, 2021
Income Taxes [Line Items]
Deferred tax assets, valuation allowance	$ 12,664,000	$ 16,998,000
Brazil
Income Taxes [Line Items]
Deferred tax assets, valuation allowance	0	$ 0
U.S. segment
Income Taxes [Line Items]
Deferred tax assets, valuation allowance	400,000
International segment
Income Taxes [Line Items]
Deferred tax assets, valuation allowance	$ 12,300,000

Impairment and Exit Costs

12 Months Ended

Dec. 25, 2022

Impairments and Exit Costs [Abstract]

Impairments and Exit Costs

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Impairment losses
U.S. (1)	$	3,942	$	11,945	$	65,129
International (1)(2)	1,537		1,186		3,468
Corporate (3)	7		270		6,226
Total impairment losses	5,486		13,401		74,823
Restaurant closure charges (benefits)
U.S. (1)	478		422		1,358
International (1)	—		(86)		173
Total restaurant closure charges	478		336		1,531
Provision for impaired assets and restaurant closings	$	5,964	$	13,737	$	76,354

____________________

(1)U.S. and international impairment and closure charges during 2020 primarily relate to the COVID-19 pandemic, including charges related to the COVID-19 Restructuring discussed below and the Out West Resolution Agreement. See Note 3 - COVID-19 for details regarding the impact of the COVID-19 pandemic on the Company’s financial results.

(2)Includes goodwill impairment charges of $2.0 million during 2020. See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

(3)Corporate impairment charges during 2020 primarily relate to transformational initiatives.

COVID-19 Restructuring - During 2020, the Company recognized pre-tax asset impairments and closure charges in connection with the closure of 22 U.S. restaurants and from the update of certain cash flow assumptions, including lease renewal considerations (the “COVID-19 Restructuring”). Following is a summary of the COVID-19 Restructuring charges recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period indicated (dollars in thousands):


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION	FISCAL YEAR
DESCRIPTION		2020
Property, fixtures and equipment impairments	Provision for impaired assets and restaurant closings	$	18,766
Lease right-of-use asset impairments and closure charges	Provision for impaired assets and restaurant closings	5,003
Severance and other expenses	General and administrative	1,097
		$	24,866

The remaining impairment and closure charges during the periods presented resulted primarily from locations identified for closure or relocation.

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:


	FISCAL YEAR
(dollars in thousands)	2022
Balance, beginning of the period	$	8,485

Cash payments	(3,296)
Accretion	558
Adjustments	(271)
Balance, end of the period (1)	$	5,476

________________

(1)As of December 25, 2022, the Company had exit-related accruals related to certain closure and restructuring initiatives of $1.3 million recorded in Accrued and other current liabilities and $4.2 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.

Summary of Significant Accounting Policies (Principles of Consolidation) (Details)	Dec. 25, 2022 restaurant
Minimum \| Equity method investment
Principles of Consolidation [Line Items]
Equity method investment, ownership percentage	20.00%
Maximum \| Equity method investment
Principles of Consolidation [Line Items]
Equity method investment, ownership percentage	50.00%
Franchised units
Principles of Consolidation [Line Items]
Number of restaurants	321

Segment Reporting (Depreciation and Amortization by Segment - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	$ 169,617	$ 163,391	$ 180,261
Corporate
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	7,050	6,499	12,240
U.S. segment \| Operating segments
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	139,170	134,243	144,298
International segment \| Operating segments
Segment Reporting, Other Significant Reconciling Item [Line Items]
Depreciation and amortization	$ 23,397	$ 22,649	$ 23,723

Leases (Future Minimum Lease Payments and Sublease Revenues) (Details) - USD ($)
$ in Thousands

Dec. 25, 2022

Dec. 26, 2021

Operating lease, thereafter

Operating lease, 2023

^[1],[2]

$ 190,933

Operating lease, 2024

^[1]

192,371

Operating lease, 2025

^[1]

179,377

Operating lease, 2026

^[1]

171,279

Operating lease, 2027

^[1]

165,906

^[1]

1,407,054

Operating lease, total minimum lease payments

^[1],[3]

2,306,920

Operating lease, interest

^[1]

(974,623)

Operating lease liabilities

^[1]

1,332,297

1,674

1,275

821

426

338

Finance lease, thereafter

1,442

Finance lease, total minimum lease payments

5,976

$ 2,376

Less: finance lease interest

(1,191)

$ (154)

Finance lease liabilities

4,785

Sublease revenues, 2023

(5,552)

Sublease revenues, 2024

(5,782)

Sublease revenues, 2025

(5,518)

Sublease revenues, 2026

(5,514)

Sublease revenues, 2027

(5,617)

Sublease revenues, thereafter

(40,598)

Sublease revenues, total minimum lease receipts

(68,581)

Prepaid rent

4,600

Lessee, operating lease, option to extend amount

919,700

Lessee, operating lease, lease not yet commenced, unrecorded liability

$ 172,900

[1]	Includes immaterial current and non-current COVID-19-related deferred rent accruals as of December 25, 2022.
[2]	Net of operating lease prepaid rent of $4.6 million.
[3]	Includes $919.7 million related to operating lease renewal options that are reasonably certain of exercise and excludes $172.9 million of signed operating leases that have not yet commenced.

Leases

12 Months Ended

Dec. 25, 2022

Stockholders' Equity Note [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	DECEMBER 25, 2022		DECEMBER 26, 2021
Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,103,083	$	1,130,873
Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	4,679		2,074


Total lease assets, net		$	1,107,762	$	1,132,947

Current operating lease liabilities (2)	Accrued and other current liabilities	$	183,510	$	177,028
Current finance lease liabilities	Current portion of long-term debt	1,636		958
Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,148,379		1,178,998
Non-current finance lease liabilities	Long-term debt, net	3,149		1,264
Total lease liabilities		$	1,336,674	$	1,358,248

________________

(1)Net of accumulated amortization of $3.6 million and $3.3 million as December 25, 2022 and December 26, 2021, respectively.

(2)Excludes current accrued contingent percentage rent of $3.4 million and $3.5 million, as of December 25, 2022 and December 26, 2021, respectively, and immaterial current and non-current COVID-19-related deferred rent accruals.

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


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION	FISCAL YEAR
(dollars in thousands)		2022		2021		2020
Operating leases (1)	Other restaurant operating	$	182,091	$	178,733	$	178,740
Variable lease cost (2)	Other restaurant operating	6,508		4,350		(2,326)
Finance leases:
Amortization of leased assets	Depreciation and amortization	1,420		1,079		1,248
Interest on lease liabilities	Interest expense, net	172		129		160
Sublease revenue	Franchise and other revenues	(9,016)		(9,396)		(3,121)
Lease costs, net		$	181,175	$	174,895	$	174,701

________________

(1)Excludes rent expense for office facilities and Company-owned closed or subleased properties of $12.2 million, $12.9 million and $13.8 million for 2022, 2021 and 2020, respectively, which is included in General and administrative expense. Also excludes certain immaterial supply chain related rent expense included in Food and beverage costs for 2021 and 2020.

(2)Includes COVID-19-related rent abatements for 2021 and 2020.

As of December 25, 2022, future minimum lease payments and sublease revenues under non-cancelable leases are as follows:


(dollars in thousands)	OPERATING LEASES (1)		FINANCE LEASES		SUBLEASE REVENUES
2023 (2)	$	190,933	$	1,674	$	(5,552)
2024	192,371		1,275		(5,782)
2025	179,377		821		(5,518)
2026	171,279		426		(5,514)
2027	165,906		338		(5,617)
Thereafter	1,407,054		1,442		(40,598)
Total minimum lease payments (receipts) (3)	2,306,920		5,976		$	(68,581)
Less: Interest	(974,623)		(1,191)
Present value of future lease payments	$	1,332,297	$	4,785

____________________

(1)Includes immaterial current and non-current COVID-19-related deferred rent accruals as of December 25, 2022.

(2)Net of operating lease prepaid rent of $4.6 million.

(3)Includes $919.7 million related to operating lease renewal options that are reasonably certain of exercise and excludes $172.9 million of signed operating leases that have not yet commenced.

The following table is a summary of the weighted average remaining lease terms and weighted average discount rates of the Company’s leases as of the periods indicated:


	DECEMBER 25, 2022		DECEMBER 26, 2021
Weighted average remaining lease term (1):
Operating leases	13.2 years		13.7 years
Finance leases	5.4 years		2.8 years
Weighted average discount rate (2):
Operating leases	8.44	%	8.42	%
Finance leases	6.63	%	5.01	%

____________________

(1)Includes lease renewal options that are reasonably certain of exercise.

(2)Based on the Company’s incremental borrowing rate at lease commencement or lease remeasurement.

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:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020

Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities	$	193,822	$	205,253	$	177,961

Properties Leased to Third Parties - The Company leases certain owned land and buildings to third parties, generally related to closed or refranchised restaurants. The following table is a summary of assets leased to third parties as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Land	$	4,906	$	5,021

Buildings	$	4,289	$	4,987
Less: accumulated depreciation	(3,298)		(3,746)
Buildings, net	$	991	$	1,241

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	DECEMBER 25, 2022		DECEMBER 26, 2021
Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,103,083	$	1,130,873
Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	4,679		2,074


Total lease assets, net		$	1,107,762	$	1,132,947

Current operating lease liabilities (2)	Accrued and other current liabilities	$	183,510	$	177,028
Current finance lease liabilities	Current portion of long-term debt	1,636		958
Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,148,379		1,178,998
Non-current finance lease liabilities	Long-term debt, net	3,149		1,264
Total lease liabilities		$	1,336,674	$	1,358,248

________________

(1)Net of accumulated amortization of $3.6 million and $3.3 million as December 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 (Loss) for the periods indicated:


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION	FISCAL YEAR
(dollars in thousands)		2022		2021		2020
Operating leases (1)	Other restaurant operating	$	182,091	$	178,733	$	178,740
Variable lease cost (2)	Other restaurant operating	6,508		4,350		(2,326)
Finance leases:
Amortization of leased assets	Depreciation and amortization	1,420		1,079		1,248
Interest on lease liabilities	Interest expense, net	172		129		160
Sublease revenue	Franchise and other revenues	(9,016)		(9,396)		(3,121)
Lease costs, net		$	181,175	$	174,895	$	174,701

________________

(2)Includes COVID-19-related rent abatements for 2021 and 2020.

As of December 25, 2022, future minimum lease payments and sublease revenues under non-cancelable leases are as follows:


(dollars in thousands)	OPERATING LEASES (1)		FINANCE LEASES		SUBLEASE REVENUES
2023 (2)	$	190,933	$	1,674	$	(5,552)
2024	192,371		1,275		(5,782)
2025	179,377		821		(5,518)
2026	171,279		426		(5,514)
2027	165,906		338		(5,617)
Thereafter	1,407,054		1,442		(40,598)
Total minimum lease payments (receipts) (3)	2,306,920		5,976		$	(68,581)
Less: Interest	(974,623)		(1,191)
Present value of future lease payments	$	1,332,297	$	4,785

____________________

(1)Includes immaterial current and non-current COVID-19-related deferred rent accruals as of December 25, 2022.

(2)Net of operating lease prepaid rent of $4.6 million.

(3)Includes $919.7 million related to operating lease renewal options that are reasonably certain of exercise and excludes $172.9 million of signed operating leases that have not yet commenced.

The following table is a summary of the weighted average remaining lease terms and weighted average discount rates of the Company’s leases as of the periods indicated:


	DECEMBER 25, 2022		DECEMBER 26, 2021
Weighted average remaining lease term (1):
Operating leases	13.2 years		13.7 years
Finance leases	5.4 years		2.8 years
Weighted average discount rate (2):
Operating leases	8.44	%	8.42	%
Finance leases	6.63	%	5.01	%

____________________

(1)Includes lease renewal options that are reasonably certain of exercise.

(2)Based on the Company’s incremental borrowing rate at lease commencement or lease remeasurement.

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:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020

Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities	$	193,822	$	205,253	$	177,961


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Land	$	4,906	$	5,021

Buildings	$	4,289	$	4,987
Less: accumulated depreciation	(3,298)		(3,746)
Buildings, net	$	991	$	1,241

Stockholders' Equity (Tables)

12 Months Ended

Dec. 25, 2022

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
Fourth fiscal quarter	1,371			$	21.15	28,999
Total common stock repurchases (1)	5,429			$	20.26	$	109,999

________________

(1)Subsequent to December 25, 2022, the Company repurchased 644 thousand shares of its common stock for $15.0 million under a Rule 10b5-1 plan.

Dividends declared and paid

The Company declared and paid dividends per share during the periods presented as follows:


	DIVIDENDS PER SHARE		AMOUNT
	FISCAL YEAR		FISCAL YEAR
(dollars in thousands, except per share data)	2022		2020		2022		2020
First fiscal quarter	$	0.14	$	0.20	$	12,559	$	17,480
Second fiscal quarter	0.14		—		12,418		—
Third fiscal quarter	0.14		—		12,475		—
Fourth fiscal quarter	0.14		—		12,284		—
Total cash dividends declared and paid	$	0.56	$	0.20	$	49,736	$	17,480

Schedule of accumulated other comprehensive loss

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


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Foreign currency translation adjustment	$	(185,311)	$	(195,480)
Unrealized loss on derivatives, net of tax	—		(10,509)
Accumulated other comprehensive loss	$	(185,311)	$	(205,989)

Comprehensive income (loss)

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020

Foreign currency translation adjustment	$	10,169	$	(6,597)	$	(36,852)


Unrealized gain (loss) on derivatives, net of tax (1)	573		86		(14,741)
Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax (2)	954		7,392		9,923
Impact of terminated interest rate swaps included in Net income (loss), net of tax (2)	8,982		4,576		—
Total gain (loss) on derivatives, net of tax	10,509		12,054		(4,818)
Other comprehensive income (loss) attributable to Bloomin’ Brands	$	20,678	$	5,457	$	(41,670)

________________

(1)Unrealized loss on derivatives during 2020 is net of tax of $5.1 million.

(2)See Note 17 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications and the terminated swaps.

Segment Reporting (Revenue by Segment - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Segment Reporting, Revenue Reconciling Item [Line Items]
Restaurant sales, franchise and other revenues	$ 4,416,508	$ 4,122,385	$ 3,170,561
U.S. segment
Segment Reporting, Revenue Reconciling Item [Line Items]
Restaurant sales, franchise and other revenues	3,911,870	3,759,981	2,885,542
International segment
Segment Reporting, Revenue Reconciling Item [Line Items]
Restaurant sales, franchise and other revenues	$ 504,638	$ 362,404	$ 285,019

Commitments and Contingencies (Lease Guarantees) (Details) - Property lease guarantee - USD ($) $ in Millions	Dec. 25, 2022	Dec. 26, 2021
Guarantor Obligations [Line Items]
Lease guarantees, maximum exposure, undiscounted	$ 22.9
Lease guarantees, maximum exposure at present value	16.8
Lease guarantees, current carrying value	$ 6.2	$ 8.7

Long-term Debt, Net

12 Months Ended

Dec. 25, 2022

Debt Disclosure [Abstract]

Long-term Debt, Net

Following is a summary of outstanding long-term debt as of the periods indicated:


	DECEMBER 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)	430,000		5.79	%	80,000		3.75	%
Total Senior Secured Credit Facility	430,000				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	5,976				2,376


Less: unamortized debt discount and issuance costs (4)	(6,493)				(14,157)
Less: finance lease interest	(1,191)				(154)
Total debt, net	833,292				793,065
Less: current portion of long-term debt	(1,636)				(10,958)
Long-term debt, net	$	831,656			$	782,107

________________

(1)Interest rate represents the weighted average interest rate.

(2)Interest rate represents the weighted average interest rate as of December 25, 2022 and the base rate option elected in anticipation of impending repayment as of December 26, 2021. Subsequent to December 25, 2022, the Company repaid $80.0 million on its revolving credit facility.

(3)During 2022, the Company repurchased $125.0 million of the 2025 Notes. See Note 14 - Convertible Senior Notes for details regarding the 2025 Notes and related hedge and warrant transactions.

(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 2022. See Note 14 - Convertible Senior Notes for details regarding the partial repurchase of the 2025 Notes.

Bloomin’ Brands, Inc. is a holding company and conducts its operations through its subsidiaries, certain of which have incurred indebtedness as described below.

Credit Agreement - On April 16, 2021, the Company and 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”). The Senior Secured Credit Facility matures on April 16, 2026 and replaced the Company’s prior senior secured financing of up to $1.5 billion (the “Former Credit Facility”).

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 the London Inter-Bank Offered Rate (“LIBOR”) to the 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.

Fees on letters of credit and daily unused availability under the revolving credit facility are 150 to 250 basis points and 25 to 40 basis points, respectively.

The commitments under the Senior Secured Credit Facility may be increased in an aggregate principal amount of up to: (i) $225.0 million or (ii) at the Company’s option, up to an unlimited amount of incremental facilities, so long as the Consolidated Senior Secured Net Leverage Ratio, as defined in the Amended Credit Agreement, is no more than 3.00 to 1.00 as of the last day of the most recent period of four consecutive fiscal quarters ended.

The Amended Credit Agreement limits, subject to certain exceptions, the Company’s ability and the ability of its subsidiaries to incur additional indebtedness; make significant payments; sell assets; pay dividends and other restricted payments; make certain investments; acquire certain assets; effect mergers and similar transactions; and effect certain other transactions with affiliates.

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

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

2029 Notes - On April 16, 2021, the Company and its wholly-owned subsidiary OSI, as co-issuers, issued $300.0 million aggregate principal amount of senior unsecured notes due 2029 (the “2029 Notes”).

The 2029 Notes were issued pursuant to an Indenture, dated April 16, 2021 (the “Indenture”), by and among the Company, the guarantors named therein, and Wells Fargo Bank, National Association, as trustee. The 2029 Notes are guaranteed by each of the Company’s existing and future domestic restricted subsidiaries (other than OSI) that are guarantors or borrowers under its Senior Secured Credit Facility or certain other indebtedness. The 2029 Notes mature on April 15, 2029, unless earlier redeemed or purchased by the Company. The 2029 Notes bear cash interest at an annual rate of 5.125% payable semi-annually in arrears on April 15 and October 15 of each year.

The Company may redeem some or all of the 2029 Notes at any time on or after April 15, 2024, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest. The Company may also redeem up to 40% of the 2029 Notes in an amount not greater than the proceeds of certain equity offerings completed before April 15, 2024, at a redemption price equal to 105.125% of the principal amount thereof, plus accrued and unpaid interest. In addition, at any time prior to April 15, 2024, the Company may redeem some or all of the 2029 Notes at a price equal to 100% of the principal amount, plus a make-whole premium, plus accrued and unpaid interest.

The Indenture contains restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness or issue certain preferred stock; pay dividends, redeem stock or make other distributions; make certain investments; create restrictions on the ability of the Company’s restricted subsidiaries to pay dividends or make other payments to the Company; create certain liens; transfer or sell certain assets; merge or consolidate; enter into certain transactions with the Company’s affiliates; and designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture.

The Indenture contains customary events of default, including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments.

The net proceeds from the 2029 Notes offering were approximately $294.5 million, after deducting the initial purchaser’s discount and the Company’s offering expenses. The net proceeds were used to repay a portion of the Company’s outstanding Term loan A and revolving credit facility in conjunction with the refinancing of its Former Credit Facility.

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


(dollars in thousands)	DECEMBER 25, 2022
2023	$	1,674
2024	1,275
2025	105,821
2026	430,426
2027	338
Thereafter	301,442
Total payments	840,976
Less: unamortized debt discount and issuance costs	(6,493)
Less: finance lease interest	(1,191)
Total principal payments	$	833,292

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.

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

Balance (in shares) at Dec. 29, 2019

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

Retained earnings

Cumulative-effect from a change in accounting principle

Accumulated other comprehensive loss

Noncontrolling interests

86,946,000

Balance at Dec. 29, 2019

$ 177,481

$ (4,292)

$ 869

$ 1,094,338

$ (755,089)

$ (4,292)

$ (169,776)

$ 7,139

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

Accounting Standards Update [Extensible Enumeration]

ASU No. 2016-13

Other comprehensive income (loss), net of tax

$ (158,795)

(158,715)

(80)

(42,334)

(42,187)

(147)

Cash dividends declared, per common share

(17,480)

Consideration for preferred stock in excess of carrying value, net of tax

14,802

(1,718)

(3,496)

517

1,261

Common stock issued under stock plans, shares

^[1]

910,000

Common stock issued under stock plans

^[1]

(7)

$ 10

(17)

Purchase of noncontrolling interests, net of tax

(60)

(156)

Distributions to noncontrolling interests

(1,908)

Contributions from noncontrolling interests

451

Equity component value of convertible note issuance, net of tax

64,367

Sale of common stock warrant

46,690

Purchase of convertible note hedge

(66,240)

Balance (in shares) at Dec. 27, 2020

87,856,000

Balance 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 updated 2020-06

Other comprehensive income (loss), net of tax

$ 222,913

215,555

7,358

5,457

Common stock issued under stock plans, shares

24,405

^[1]

1,397,000

Common stock issued under stock plans

^[1]

9,850

$ 14

9,836

Purchase of noncontrolling interests, net of tax

(3)

(5)

Distributions to noncontrolling interests

(9,123)

Contributions from noncontrolling interests

$ 1,347

1,347

Balance (in shares) at Dec. 26, 2021

89,252,823

89,253,000

Balance at Dec. 26, 2021

$ 222,850

$ 893

1,119,728

(698,171)

(205,989)

6,389

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

Other comprehensive income (loss), net of tax

109,203

101,907

7,296

20,778

100

20,678

Cash dividends declared, per common share

(49,736)

Repurchase and retirement of common stock (in shares)

(5,429,000)

Repurchase and retirement of common stock

(109,999)

$ (54)

(109,945)

Common stock issued under stock plans, shares

16,514

^[1]

1,559,000

Common stock issued under stock plans

^[1]

12,955

$ 15

12,940

Purchase of noncontrolling interests, net of tax

(4,815)

(1,415)

(3,400)

Distributions to noncontrolling interests

(9,127)

Contributions from noncontrolling interests

1,382

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 (in shares) at Dec. 25, 2022

87,696,200

87,696,000

Balance at Dec. 25, 2022

$ 273,909

$ 877

$ 1,161,912

$ (706,109)

$ (185,311)

$ 2,540

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

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

12 Months Ended

Dec. 25, 2022

USD ($)

Restructuring Reserve [Roll Forward]

Balance, beginning of the period

$ 8,485

Cash payments

(3,296)

Accretion

558

Adjustments

(271)

Balance, end of the period

5,476

^[1]

Accrued and other current liabilities

Restructuring Reserve [Roll Forward]

Restructuring reserve, current

1,300

Non-current operating lease liabilities

Restructuring Reserve [Roll Forward]

Restructuring reserve, noncurrent

$ 4,200

[1]	As of December 25, 2022, the Company had exit-related accruals related to certain closure and restructuring initiatives of $1.3 million recorded in Accrued and other current liabilities and $4.2 million recorded in Non-current operating lease liabilities on its Consolidated Balance Sheet.

Impairments and Exit Costs (Restructuring and Related Costs) (Details) $ in Thousands	12 Months Ended
	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($) Restaurants
Provision for impaired assets and restaurant closings
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment losses	$ 5,486	$ 13,401	$ 74,823
COVID-19 Restructuring
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of restaurants \| Restaurants			22
Restructuring charges			$ 24,866
COVID-19 Restructuring \| Provision for impaired assets and restaurant closings \| Facility closing \| Property, fixtures and equipment, net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment losses			18,766
COVID-19 Restructuring \| Provision for impaired assets and restaurant closings \| Facility closing \| Operating lease, right-of-use-asset
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Impairment losses			5,003
COVID-19 Restructuring \| General and administrative \| Employee severance
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Severance and other expenses			$ 1,097

Convertible Senior Notes (Schedule of Convertible Notes) (Details) - Convertible debt - 2025 Notes - USD ($)

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

May 12, 2020

Less: debt issuance costs

Principal

$ 105,000,000

$ 230,000,000

^[1]

(1,939,000)

(5,898,000)

Net carrying amount

103,061,000

$ 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 2022, the Company wrote off $2.8 million of debt issuance costs as a result of the 2025 Notes Partial Repurchase.

Other Long-term Liabilities, Net

12 Months Ended

Dec. 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)	DECEMBER 25, 2022		DECEMBER 26, 2021
Accrued insurance liability	$	28,133	$	31,517
Deferred payroll tax liabilities (1)	—		27,302
Deferred compensation obligations	31,608		37,514

Other long-term liabilities	27,645		28,909
	$	87,386	$	125,242

_______________

(1)During 2022, the Company made a payment of $27.3 million related to payroll taxes deferred under the CARES Act.

Other Long-term Liabilities, Net (Tables)

12 Months Ended

Dec. 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)	DECEMBER 25, 2022		DECEMBER 26, 2021
Accrued insurance liability	$	28,133	$	31,517
Deferred payroll tax liabilities (1)	—		27,302
Deferred compensation obligations	31,608		37,514

Other long-term liabilities	27,645		28,909
	$	87,386	$	125,242

_______________

(1)During 2022, the Company made a payment of $27.3 million related to payroll taxes deferred under the CARES Act.

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

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

$ 4,416,508

$ 4,122,385

$ 3,170,561

Restaurant sales

Franchise and other revenues

4,352,695

4,061,093

3,144,636

63,813

61,292

25,925

Franchise revenues

49,687

45,520

21,195

Other revenues

Recognized benefit related to Brazilian tax ruling

$ 14,126

15,772

^[1]

$ 4,730

$ 3,100

[1]

For 2021, includes a $3.1 million benefit from the recognition of recoverable Program of Social Integration (“PIS”) and Contribution for the Financing of Social Security (“COFINS”) taxes within other revenues in connection with favorable court rulings in Brazil regarding the calculation methodology and taxable base. The amount recognized primarily represents refundable PIS and COFINS taxes for prior years, including accrued interest.

Fair value measurements, recurring and nonrecurring, valuation techniques

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 25, 2022

Accounting Policies [Abstract]

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

Property, fixtures and equipment, useful lives

Estimated useful lives by major asset category are generally as follows:


Buildings (1)			5 to 30 years
Furniture and fixtures			5 to 7 years
Equipment			2 to 7 years

Computer equipment and software			2 to 7 years

____________________

(1)Includes improvements to leased properties which are depreciated over the shorter of their useful life or the reasonably certain lease term, including renewal periods that are reasonably certain.

Property, fixtures and equipment, net, consisted of the following as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Land	$	37,596	$	38,417
Buildings	1,223,403		1,167,811
Furniture and fixtures	489,895		460,768
Equipment	739,136		641,715
Construction in progress	41,723		47,822
Less: accumulated depreciation	(1,617,611)		(1,514,521)
	$	914,142	$	842,012

Schedule of material reclassification adjustments from the adoption of ASU 2020-06

The Company adopted ASU No. 2020-06 using the modified retrospective approach which resulted in a cumulative-effect adjustment that increased (decreased) the following Consolidated Balance Sheet accounts during the first quarter of 2021:


ADJUSTMENT	CONSOLIDATED BALANCE SHEET CLASSIFICATION	AMOUNT (in millions)
Deferred tax impact of cumulative-effect adjustment	Deferred income tax assets, net	$	14.9
Debt discount reclassification	Long-term debt, net	$	59.9
Equity issuance costs reclassification	Long-term debt, net	$	(2.1)
Debt discount amortization reclassification, net of tax	Accumulated deficit	$	4.4
Reversal of separated equity component, net of tax	Additional paid-in capital	$	(47.3)

Convertible Senior Notes (Convertible Notes Hedge Transactions) (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	May 08, 2020	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Nov. 23, 2022
Debt instrument [Line Items]
Proceeds from retirement of convertible senior note hedges		$ 131,869	$ 0	$ 0
Payments for repurchase of warrants		114,825	$ 0	$ 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]
Class of warrant or right, exercise price of warrants or rights	$ 16.64				$ 16.23
Convertible debt proceeds used for payments for hedge activities, net of warrant proceeds	$ 19,600
Proceeds from retirement of convertible senior note hedges		131,900
Payments for repurchase of warrants		114,800
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

Income Taxes (Undistributed Earnings - Text) (Details) $ in Millions	Dec. 25, 2022 USD ($)
Income Tax Disclosure [Abstract]
Undistributed earnings of foreign subsidiaries	$ 23.2

Fair Value Measures and Disclosures (Fair Value Inputs on a Nonrecurring Basis) (Details) - Operating lease, right-of-use-asset and property, fixtures and equipment - Fair value, inputs, level 3 - Fair value, measurements, nonrecurring	12 Months Ended
	Dec. 27, 2020
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value inputs, weighted average cost of capital	10.40%
Fair value inputs, long term growth rate	1.50%
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value inputs, weighted average cost of capital	11.30%
Fair value inputs, long term growth rate	2.00%

Stockholders' Equity (AOCL - Table) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Accumulated other comprehensive loss [Line Items]
Accumulated other comprehensive loss	$ (185,311)	$ (205,989)
Foreign currency translation adjustment
Accumulated other comprehensive loss [Line Items]
Accumulated other comprehensive loss	(185,311)	(195,480)
Unrealized loss on derivatives, net of tax
Accumulated other comprehensive loss [Line Items]
Accumulated other comprehensive loss	$ 0	$ (10,509)

Schedule of earnings (loss) per share, basic and diluted

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

Leases (Schedule of Assets Lease to Third Parties) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Land
Schedule of Assets Leased to Third Parties [Line Items]
Land and buildings subject to or available for operating leases, gross	$ 4,906	$ 5,021
Buildings
Schedule of Assets Leased to Third Parties [Line Items]
Land and buildings subject to or available for operating leases, gross	4,289	4,987
Less: accumulated depreciation	(3,298)	(3,746)
Buildings, net	$ 991	$ 1,241

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 25, 2022

Earnings Per Share [Abstract]

The following table presents the computation of basic and diluted earnings (loss) per share attributable to common stockholders for the periods indicated:


	FISCAL YEAR
(in thousands, except per share data)	2022		2021		2020
Net income (loss) attributable to Bloomin’ Brands	$	101,907	$	215,555	$	(158,715)
Redemption of preferred stock in excess of carrying value (1)	—		—		(3,496)
Net income (loss) attributable to common stockholders	101,907		215,555		(162,211)
Convertible senior notes if-converted method interest adjustment, net of tax (2)	—		345		—
Diluted net income (loss) attributable to common stockholders	$	101,907	$	215,900	$	(162,211)

Basic weighted average common shares outstanding	88,846		88,981		87,468

Effect of dilutive securities:
Stock options	261		779		—
Nonvested restricted stock units	182		355		—
Nonvested performance-based share units	180		61		—
Convertible senior notes (2)(3)	6,089		11,377		—
Warrants (3)	2,954		6,250		—
Diluted weighted average common shares outstanding	98,512		107,803		87,468

Basic earnings (loss) per share attributable to common stockholders	$	1.15	$	2.42	$	(1.85)
Diluted earnings (loss) per share attributable to common stockholders	$	1.03	$	2.00	$	(1.85)

________________

(1)Consideration paid in excess of carrying value for the redemption of its Abbraccio preferred stock is considered a deemed dividend and, for purposes of calculating earnings (loss) per share, reduces net income attributable to common stockholders. See Note 16 - Stockholders’ Equity for additional details.

(2)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.

(3)During 2022, the Company repurchased $125.0 million of the 2025 Notes and retired the corresponding portion of the related warrants. See Note 14 - Convertible Senior Notes for additional details. Due to the Company’s net loss during 2020, dilutive excess shares, if applicable, and warrants were excluded from the computation of diluted loss per share as their effect would be antidilutive.

Schedule of antidilutive securities excluded from computation of earnings (loss) per share

Share-based compensation-related weighted average securities outstanding not included in the computation of net earnings (loss) per share attributable to common stockholders because their effect was antidilutive were as follows for the periods indicated:


	FISCAL YEAR
(shares in thousands)	2022	2021	2020
Stock options	1,849	751	5,155
Nonvested restricted stock units	192	128	682
Nonvested performance-based share units	461	377	514

Stock-based and Deferred Compensation Plans (Restricted Stock Activity) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Dec. 23, 2022

Dec. 23, 2021

Common stock

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Share price applicable to outstanding share-based compensation

$ 20.96

$ 20.95

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

Vesting period

3 years

Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]

Outstanding as of December 26, 2021 (shares)

730

Granted (shares)

364

Vested (shares)

(396)

Forfeited (shares)

(41)

Outstanding as of December 25, 2022 (shares)

657

^[1]

730

Expected to vest as of December 25, 2022

657

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Outstanding as of December 26, 2021 (per share)

$ 21.16

Granted (per share)

^[2]

21.59

$ 25.93

$ 16.66

Vested (per share)

20.27

Forfeited (per share)

24.69

Outstanding as of December 25, 2022 (per share)

21.72

$ 21.16

Expected to vest as of December 25, 2022, weighted average grant date fair value

$ 21.72

Aggregate intrinsic value as of December 26, 2021

^[3]

$ 13,776

$ 15,298

Aggregate intrinsic value, expected to vest as of December 25, 2022

^[3]

$ 13,776

[1]	All RSUs outstanding as of December 25, 2022 are expected to vest.
[2]	The weighted average dividend yield was 2.43% and 2.11% for 2022 and 2020, respectively. There were no dividends in 2021.
[3]	Based on the $20.95 and $20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

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

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Deferred discount amortization

Coupon interest

$ 8,080

$ 11,500

$ 7,443

6,275

Debt issuance cost amortization

1,156

1,557

569

Total interest expense

^[1]

$ 9,236

$ 13,057

$ 14,287

5.85%

13.73%

[1]	The effective rate of the 2025 Notes over their expected life was 5.85% for 2022 and 2021 and 13.73% for 2020.

Other Current Assets, Net (Tables)

12 Months Ended

Dec. 25, 2022

Schedule of other current assets, net

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


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Prepaid expenses	$	29,343	$	21,194
Accounts receivable - gift cards, net (1)	85,606		91,248
Accounts receivable - vendors, net (1)	25,385		11,793
Accounts receivable - franchisees, net (1)	2,550		1,701
Accounts receivable - other, net (1)	18,408		18,353
Deferred gift card sales commissions	17,755		17,793
Company-owned life insurance (2)	—		17,244
Other current assets, net	4,671		5,297
	$	183,718	$	184,623

________________

(1)See Note 20 - Allowance for Expected Credit Losses for a rollforward of the related allowance for expected credit losses.

(2)During 2022, the Company withdrew the current portion of its Company-owned life insurance policies to pay deferred compensation obligations.

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 25, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill - The following table is a rollforward of goodwill for the periods indicated:


(dollars in thousands)	U.S.		INTERNATIONAL		CONSOLIDATED
Balance as of December 27, 2020	$	170,657	$	100,507	$	271,164

Translation adjustments	—		(2,720)		(2,720)


Balance as of December 26, 2021	170,657		97,787		268,444

Translation adjustments	—		4,588		4,588




Balance as of December 25, 2022	$	170,657	$	102,375	$	273,032

The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated:


	DECEMBER 25, 2022				DECEMBER 26, 2021				DECEMBER 27, 2020
(dollars in thousands)	GROSS CARRYING AMOUNT		ACCUMULATED IMPAIRMENTS		GROSS CARRYING AMOUNT		ACCUMULATED IMPAIRMENTS		GROSS CARRYING AMOUNT		ACCUMULATED IMPAIRMENTS
U.S.	$	838,827	$	(668,170)	$	838,827	$	(668,170)	$	838,827	$	(668,170)
International	222,258		(119,883)		217,670		(119,883)		220,390		(119,883)
Total goodwill	$	1,061,085	$	(788,053)	$	1,056,497	$	(788,053)	$	1,059,217	$	(788,053)

The COVID-19 outbreak was considered a triggering event during the first quarter of 2020, indicating that the carrying amount of goodwill may not be recoverable. As a result, the Company performed a quantitative assessment for its four U.S. and three international reporting units to determine whether a reporting unit was impaired. Based on this assessment, which utilized a discounted cash flow analysis, the Company recorded full impairment of goodwill related to its Hong Kong reporting unit of $2.0 million within the international segment during the first quarter of 2020. Impairment was not recorded for any of the Company’s other reporting units as a result of the quantitative assessment.

The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets each year during the second quarter. The Company’s 2022 and 2021 assessments utilized a qualitative approach. As a result of these assessments, the Company did not record any goodwill asset impairment charges during 2022 or 2021. Since the Company performed a quantitative assessment on the last day of the first quarter of 2020, as described above, the Company utilized the same assumptions and analysis in performing a quantitative annual assessment in its second quarter and concluded that no additional impairment was required.

Intangible Assets, net - Intangible assets, net, consisted of the following as of the periods indicated:


	WEIGHTED AVERAGE REMAINING AMORTIZATION PERIOD (in years)	DECEMBER 25, 2022						DECEMBER 26, 2021
(dollars in thousands)		GROSS CARRYING VALUE		ACCUMULATED AMORTIZATION		NET CARRYING VALUE		GROSS CARRYING VALUE		ACCUMULATED AMORTIZATION		NET CARRYING VALUE
Trade names	Indefinite	$	414,716			$	414,716	$	414,716			$	414,716
Trademarks	6	81,952		$	(59,675)	22,277		81,951		$	(55,736)	26,215


Reacquired franchise rights	8	34,602		(23,269)		11,333		31,944		(19,463)		12,481

Total intangible assets	7	$	531,270	$	(82,944)	$	448,326	$	528,611	$	(75,199)	$	453,412

The Company did not record any indefinite-lived intangible asset impairment charges during the periods presented.

Definite-lived intangible assets are amortized on a straight-line basis. The following table presents the aggregate expense related to the amortization of the Company’s trademarks and reacquired franchise rights for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Amortization expense	$	6,172	$	6,005	$	6,919

The following table presents expected annual amortization of intangible assets as of December 25, 2022:


(dollars in thousands)
2023	$	5,891
2024	$	5,752
2025	$	5,408
2026	$	5,293
2027	$	3,554

Summary of Significant Accounting Policies

12 Months Ended

Dec. 25, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation - The Company’s consolidated financial statements include the accounts and operations of Bloomin’ Brands and its subsidiaries.

To ensure timely reporting, the Company consolidates the results of its Brazil operations on a one-month calendar lag. There were no intervening events that would materially affect the Company’s consolidated financial position, results of operations or cash flows as of and for the year ended December 25, 2022.

COVID-19 Pandemic - As a result of the COVID-19 pandemic (“COVID-19”), traffic was significantly reduced in the Company’s restaurants which negatively impacted its operating results during 2020. See Note 3 - COVID-19 for details regarding certain charges resulting from the COVID-19 pandemic.

During 2021, the recovery of in-restaurant dining continued while the Company retained a significant portion of the incremental off-premises volume it achieved during 2020. Internationally, COVID-19-related capacity constraints continued in 2021 during periods of increased case counts and new variants until the middle of 2022 when in-restaurant dining was operating without COVID-19-related capacity constraints.

Principles of Consolidation - All intercompany accounts and transactions have been eliminated in consolidation.

The Company consolidates variable interest entities where it has been determined that the Company is the primary beneficiary of those entities’ operations. The Company is a franchisor of 321 full-service restaurants and off-premises kitchens as of December 25, 2022, but does not possess any ownership interests in its franchisees and does not provide material direct financial support to its franchisees. These franchise relationships are not deemed variable interest entities and are not consolidated.

Investments in entities the Company does not control, but where the Company’s interest is between 20% and 50% and the Company has the ability to exercise significant influence over the entity, are accounted for under the equity method.

Fiscal Year - The Company utilizes a 52-53-week year ending on the last Sunday in December. In a 52-week fiscal year, each quarterly period is comprised of 13 weeks. The additional week in a 53-week fiscal year is added to the fourth quarter. All periods presented consisted of 52 weeks.

Use of Estimates - The preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated.

Cash and Cash Equivalents - Cash equivalents consist of investments that are readily convertible to cash with an original maturity date of three months or less. Cash and cash equivalents include $41.5 million and $41.3 million, as of December 25, 2022 and December 26, 2021, respectively, for amounts in transit from credit card companies since settlement is reasonably assured.

Restricted Cash - From time to time, the Company may have short-term restricted cash balances consisting of amounts pledged for settlement of deferred compensation plan obligations.

Concentrations of Credit and Counterparty Risk - Financial instruments that potentially subject the Company to a concentration of credit risk and credit losses are through credit card and trade receivables consisting primarily of amounts due for gift card, vendor, franchise and other receivables. Gift card, vendor and other receivables consist primarily of amounts due from gift card resellers and vendor rebates. The Company considers the concentration of credit risk for gift card, vendor and other receivables to be minimal due to the payment histories and general financial condition of its gift card resellers and vendors. Amounts due from franchisees consist of initial franchise fees, royalty income and advertising fees. See Note 8 - Other Current Assets, Net for disclosure of trade receivables by category as of December 25, 2022 and December 26, 2021.

Financial instruments that potentially subject the Company to concentrations of counterparty risk are cash and cash equivalents, restricted cash and derivatives. The Company attempts to limit its counterparty risk by investing in certificates of deposit, money market funds, noninterest-bearing accounts and other highly rated investments. Whenever possible, the Company selects investment grade counterparties and rated money market funds in order to mitigate its counterparty risk. At times, cash balances may be in excess of FDIC insurance limits. See Note 17 - Derivative Instruments and Hedging Activities for a discussion of the Company’s use of derivative instruments and management of credit risk inherent in derivative instruments.

Allowance for Expected Credit Losses - The Company evaluates the collectability of credit card and trade receivables based on historical loss experience by risk pool and records periodic adjustments for factors such as deterioration of economic conditions, specific customer circumstances and changes in the aging of accounts receivable balances. Losses are charged off in the period in which they are determined to be uncollectible. See Note 20 - Allowance for Expected Credit Losses for a discussion of the Company’s allowance for expected credit losses.

In instances where there is no established loss history, S&P speculative-grade default rates are utilized as an estimated expected credit loss rate.

The Company assigned its interest, and is contingently liable, under certain real estate leases, primarily related to divested restaurant properties. Contingent lease liabilities related to these guarantees are calculated based on management’s estimate of exposure to losses which includes historical analysis of credit losses, including known instances of default, and existing economic conditions. See Note 22 - Commitments and Contingencies for a discussion of the Company’s contingent lease liabilities.

Fair Value - 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

Inventories - Inventories consist of food and beverages and are stated at the lower of cost (first-in, first-out) or net realizable value.

Property, Fixtures and Equipment - Property, fixtures and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful life of the assets. Estimated useful lives by major asset category are generally as follows:


Buildings (1)			5 to 30 years
Furniture and fixtures			5 to 7 years
Equipment			2 to 7 years

Computer equipment and software			2 to 7 years

____________________

(1)Includes improvements to leased properties which are depreciated over the shorter of their useful life or the reasonably certain lease term, including renewal periods that are reasonably certain.

Repair and maintenance costs that maintain the appearance and functionality of the restaurant, but do not extend the useful life of any restaurant asset are expensed as incurred. The Company suspends depreciation and amortization for assets held for sale. The cost and related accumulated depreciation of assets sold or disposed of are removed from the Company’s Consolidated Balance Sheets, and any resulting gain or loss is generally recognized in Other restaurant operating expense in its Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company capitalizes direct and indirect internal costs associated with the acquisition, development, design and construction of Company-owned restaurant locations as these costs have a future benefit to the Company. Upon restaurant opening, these costs are depreciated and charged to Depreciation and amortization expense over the reasonably certain lease term. Internal costs of $4.1 million, $3.7 million and $2.7 million were capitalized during 2022, 2021 and 2020, respectively.

For 2022 and 2021, computer equipment and software costs of $9.2 million and $3.4 million, respectively, were capitalized. As of December 25, 2022 and December 26, 2021, there was $10.1 million and $6.4 million, respectively, of unamortized computer equipment and software included in Property, fixtures and equipment, net on the Company’s Consolidated Balance Sheets.

Goodwill and Intangible Assets - Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is assigned to the reporting unit in which the acquired business will operate. The Company’s indefinite-lived intangible assets consist of trade names and are recorded at fair value as of the date of acquisition. Goodwill and indefinite-lived intangible assets are tested for impairment annually, as of the first day of the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The Company may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If the qualitative assessment is not performed or if the Company determines that it is not more likely than not that the fair value of the reporting unit exceeds the carrying value, the fair value of the reporting unit is calculated. The carrying value of the reporting unit is compared to its calculated fair value, with any excess of carrying value over fair value deemed to be an impairment.

Definite-lived intangible assets, which consist primarily of trademarks and reacquired franchise rights, are recorded at fair value as of the date of acquisition, amortized over their estimated useful lives and tested for impairment, using the relief from royalty method, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Derivatives - The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. If the derivative qualifies for hedge accounting treatment, any gain or loss on the derivative instrument is recognized in equity as a change to Accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements, foreign currency exchange rate movements, changes in energy prices and other identified risks. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. The Company has elected not to offset derivative positions in the balance sheet with the same counterparty under the same agreement.

Deferred Debt Issuance Costs - For its revolving credit facility, the Company records deferred debt issuance costs related to the issuance of debt obligations in Other assets, net on its Consolidated Balance Sheets. For fees associated with all other debt obligations, the Company records deferred debt issuance costs as a reduction of Long-term debt, net.

The Company amortizes deferred debt issuance costs to interest expense over the term of the respective financing arrangement, primarily using the effective interest method. The Company amortized deferred debt issuance costs of $3.5 million, $4.5 million and $3.9 million to Interest expense, net for 2022, 2021 and 2020, respectively.

Liquor Licenses - The fees from obtaining non-transferable liquor licenses directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets and included in Other assets, net on the Company’s Consolidated Balance Sheets.

Insurance Reserves - The Company carries insurance programs with specific retention levels or high per-claim deductibles for a significant portion of expected losses under its workers’ compensation, general or liquor liability, health, property and management liability insurance programs. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers actuarial assumptions and judgments regarding economic conditions, and the frequency and severity of claims. Reserves recorded for workers’ compensation and general liability claims are discounted using the average of the one-year and five-year risk-free rate of monetary assets that have comparable maturities.

Share Repurchase - The par value of the repurchased shares is deducted from common stock and the excess of the purchase price over the par value of the shares is recorded to Accumulated deficit. All shares of common stock acquired through share repurchase programs are retired and restored to authorized but unissued shares of common stock.

Revenue Recognition - The Company records food and beverage revenues, net of discounts and taxes, upon delivery to the customer. Franchise-related revenues are included in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Royalties, which are generally a percentage of net sales of the franchisee, are recognized as revenue in the period in which the sales are reported to have occurred provided collectability is reasonably assured.

Proceeds from the sale of gift cards, which do not have expiration dates, are recorded as deferred revenue and recognized as revenue upon redemption by the customer. The Company applies the portfolio approach practical expedient to account for gift card contracts and performance obligations. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized using estimates based on historical redemption patterns. If actual

redemptions vary from assumptions used to estimate breakage, gift card breakage income may differ from the amount recorded. The Company periodically updates its estimates used for breakage. Breakage revenue is recorded as a component of Restaurant sales in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Approximately 84% of deferred gift card revenue is expected to be recognized within 12 months of inception.

Gift card sales commissions paid to third-party providers are capitalized and subsequently amortized to Other restaurant operating expense based on historical gift card redemption patterns. See Note 4 - Revenue Recognition for rollforwards of deferred gift card sales commissions and unearned gift card revenue.

Advertising fees charged to franchisees are recognized in Franchise and other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) provided collectability is reasonably assured. Initial franchise and renewal fees are recognized over the term of the franchise agreement and renewal period, respectively. The weighted average remaining term of franchise agreements and renewal periods was approximately 12 years as of December 25, 2022.

The Company maintains a customer loyalty program, Dine Rewards, in the U.S., where customers earn a reward after attaining qualified spend amounts. The Company’s estimate of the value of the reward is recorded as deferred revenue. Each reward must be redeemed within specified time limits of earning such reward. The revenue associated with the fair value of the reward is recognized upon the earlier of redemption or expiration of the reward. The Company applies the practical expedient to exclude disclosures regarding loyalty program remaining performance obligations, which have original expected durations of less than one year.

The Company collects and remits sales, food and beverage, alcoholic beverage and hospitality taxes on transactions with customers and reports revenue net of taxes in its Consolidated Statements of Operations and Comprehensive Income (Loss).

Leases - The Company’s determination of whether an arrangement contains a lease is based on an evaluation of whether the arrangement conveys the right to use and control specific property or equipment. The Company leases restaurant and office facilities and certain equipment under operating leases primarily having initial terms between one and 20 years. Restaurant facility leases generally have renewal periods totaling five to 30 years, exercisable at the option of the Company. Contingent rentals represent payment of variable lease obligations based on a percentage of gross revenues, as defined by the terms of the applicable lease agreement for certain restaurant facility leases. The Company also has certain leases, which reset periodically based on a specified index. Such leases are recorded using the index that existed at lease commencement. Subsequent changes in the index are recorded as variable rental payments. Variable rental payments are expensed as incurred in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) and future variable rent obligations are not included within the lease liabilities on the Consolidated Balance Sheets. The depreciable life of lease assets and leasehold improvements are limited by the expected lease term. None of the Company’s leases contain any material residual value guarantees or restrictive covenants.

The Company accounts for U.S. fixed lease and non-lease components of a restaurant facility lease as a single lease component. Additionally, for certain equipment leases, the Company applies a portfolio approach to account for the lease assets and liabilities. Leases with an initial term of 12 months or less are not recorded on its Consolidated Balance Sheets and are recognized on a straight-line basis over the lease term within Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Rent expense for the Company’s operating leases, which generally have escalating rentals over the term of the lease and may include rent holidays, is recorded on a straight-line basis over the initial lease term and those renewal periods that are reasonably certain. Operating lease rent expense for open Company-owned restaurants is recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Payments received from landlords as incentives for leasehold improvements are recorded as a

reduction of the right-of-use asset and amortized on a straight-line basis over the term of the lease as a reduction of rent expense.

In April 2020, the FASB issued a question-and-answer document focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19 (the “Lease Modification Q&A”). The Lease Modification Q&A provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease when the total cash flows resulting from the modified lease are substantially similar to the cash flows in the original lease. The Company elected this practical expedient for COVID-19-related rent concessions, primarily rent deferrals or rent abatements, and elected not to remeasure the related lease liability and right-of-use asset for those leases. Rent deferrals are accrued with no impact to straight-line rent expense. Rent abatements are recognized as a reduction of variable rent expense in the month they occur. This election will continue while these concessions are in effect.

Pre-Opening Expenses - Non-capital expenditures associated with opening new restaurants are expensed as incurred and are included in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Consideration Received from Vendors - The Company receives consideration for a variety of vendor-sponsored programs, such as volume rebates, promotions and advertising allowances. Advertising allowances are intended to offset the Company’s costs of promoting and selling menu items in its restaurants. Vendor consideration is recorded as a reduction of Food and beverage costs or Other restaurant operating expense when recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Impairment of Long-Lived Assets and Costs Associated with Exit Activities - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. For long-lived assets deployed at its restaurants, the Company reviews for impairment at the individual restaurant level. When evaluating for impairment, the total future undiscounted cash flows expected to be generated by the asset are compared to the carrying amount. If the total future undiscounted cash flows of the asset are less than its carrying amount, recoverability is measured by comparing the fair value of the assets to the carrying amount. An impairment loss is recognized in earnings when the asset’s carrying value exceeds its estimated fair value. Fair value is generally estimated using a discounted cash flow model.

Restaurant closure costs, including lease termination fees, are expensed as incurred. When the Company ceases using the property rights under a non-cancelable operating lease, it records a liability for the net present value of any remaining non-rent lease-related obligations, less the estimated subtenant cost recovery that can reasonably be obtained for the property. Any subsequent adjustment to that liability as a result of lease termination or changes in estimates of cost recovery is recorded in the period incurred. The associated expense is recorded in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Restaurant sites and certain other assets to be sold are included in assets held for sale when certain criteria are met, including the requirement that the likelihood of selling the assets within one year is probable.

Advertising Costs - Advertising production costs are expensed in the period when the advertising first occurs. All other advertising costs are expensed in the period in which the costs are incurred. Advertising expense of $94.0 million, $59.7 million and $67.3 million for 2022, 2021 and 2020, respectively, was recorded in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Legal Costs - Settlement costs are accrued when they are deemed probable and reasonably estimable. Legal fees are recognized as incurred and are reported in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Research and Development Expenses (“R&D”) - R&D is expensed as incurred in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). R&D primarily consists of payroll and benefit costs. R&D was $2.7 million, $2.6 million and $2.4 million for 2022, 2021 and 2020, respectively.

Partner Compensation - In addition to base salary, Market Vice Presidents, Area Operating Partners, Restaurant Managing Partners and Chef Partners generally receive performance-based bonuses for providing management and supervisory services to their restaurants, certain of which may be based on a percentage of their restaurants’ monthly operating results or cash flows and/or total controllable income (“Monthly Payments”).

Certain Restaurant Managing Partners and Chef Partners in the U.S. (“U.S. Partners”) may also participate in deferred compensation programs and other performance-based compensation programs. The Company may invest in corporate-owned life insurance policies, which are held within an irrevocable grantor or “rabbi” trust account for settlement of certain of the Company’s obligations under the deferred compensation plans.

Many of the Company’s international Restaurant Managing Partners are given the option to purchase participation interests in the cash distributions of the restaurants they manage. The amount, terms and availability vary by country.

The Company estimates future bonuses and deferred compensation obligations to U.S. Partners and Area Operating Partners, using current and historical information on restaurant performance and records the long-term portion of partner obligations in Other long-term liabilities, net on its Consolidated Balance Sheets. Monthly Payments and deferred compensation expenses for U.S. Partners are included in Labor and other related expenses and Monthly Payments and bonus expense for Area Operating Partners are included in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Beginning in 2021, performance-based share units (“PSUs”) issued by the Company include a relative total shareholder return (“Relative TSR”) modifier to the final payout outcome, which can adjust the payout percentage based on the achieved performance metric. The Relative TSR is measured by comparing the Company’s Relative TSR to that of the constituents of the S&P 1500 Restaurants index.

The Company has provided the trustee of the Company’s convertible senior notes due 2025 (the “2025 Notes”) notice of its irrevocable election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes upon conversion in cash and any excess in shares. As a result, only the amounts in excess of the principal amount, if applicable, are considered in diluted earnings per share.

operations are translated using the average exchange rates for the reporting period. Foreign currency exchange transaction losses are recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Income Taxes - Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in the tax rate is recognized in income in the period that includes the enactment date of the rate change. A valuation allowance may reduce deferred income tax assets to the amount that is more likely than not to be realized.

The Company records a tax benefit for an uncertain tax position using the highest cumulative tax benefit that is more likely than not to be realized. The Company adjusts its liability for unrecognized tax benefits in the period in which it determines the issue is effectively settled, the statute of limitations expires or when more information becomes available. Liabilities for unrecognized tax benefits, including penalties and interest, are recorded in Accrued and other current liabilities and Other long-term liabilities, net on the Company’s Consolidated Balance Sheets.

Recently Adopted Financial Accounting Standards - During the thirteen weeks ended December 25, 2022, the Company adopted Accounting Standards Update (“ASU”) No. 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance”, which requires financial statement footnote disclosure regarding government assistance accounted for by applying a grant or contribution accounting model by analogy. See Note 3 - COVID-19 for information regarding COVID-19-related government assistance.

On December 28, 2020, the Company adopted ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” (“ASU No. 2020-06”) which removes the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. ASU No. 2020-06 also requires the application of the if-converted method for calculating the diluted earnings per share impact of the 2025 Notes. The Company adopted ASU No. 2020-06 using the modified retrospective approach which resulted in a cumulative-effect adjustment that increased (decreased) the following Consolidated Balance Sheet accounts during the first quarter of 2021:


ADJUSTMENT	CONSOLIDATED BALANCE SHEET CLASSIFICATION	AMOUNT (in millions)
Deferred tax impact of cumulative-effect adjustment	Deferred income tax assets, net	$	14.9
Debt discount reclassification	Long-term debt, net	$	59.9
Equity issuance costs reclassification	Long-term debt, net	$	(2.1)
Debt discount amortization reclassification, net of tax	Accumulated deficit	$	4.4
Reversal of separated equity component, net of tax	Additional paid-in capital	$	(47.3)

After adopting ASU No. 2020-06, the 2025 Notes are reflected entirely as a liability since the embedded conversion feature is no longer separately presented within stockholders’ equity.

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.

Segment Reporting (Text) (Details)	12 Months Ended
Segment Reporting (Text) (Details)	Dec. 25, 2022 reportableSegment
Segment Reporting [Abstract]
Number of reportable segments	2

Goodwill and Intangible Assets, Net (Intangible Assets - Table) (Details) - USD ($)	3 Months Ended			12 Months Ended
	Jun. 26, 2022	Jun. 27, 2021	Jun. 28, 2020	Dec. 25, 2022	Dec. 26, 2021
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, accumulated amortization				$ (82,944,000)	$ (75,199,000)
Intangible assets, gross (excluding goodwill)				531,270,000	528,611,000
Intangible assets, net (excluding goodwill)				$ 448,326,000	453,412,000
Impairment of intangible assets, indefinite-lived (excluding goodwill)	$ 0	$ 0	$ 0
Weighted average
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, remaining amortization period				7 years
Trademarks
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross				$ 81,952,000	81,951,000
Finite-lived intangible assets, accumulated amortization				(59,675,000)	(55,736,000)
Finite-lived intangible assets, net				$ 22,277,000	26,215,000
Trademarks \| Weighted average
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, remaining amortization period				6 years
Reacquired franchise rights
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross				$ 34,602,000	31,944,000
Finite-lived intangible assets, accumulated amortization				(23,269,000)	(19,463,000)
Finite-lived intangible assets, net				$ 11,333,000	12,481,000
Reacquired franchise rights \| Weighted average
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, remaining amortization period				8 years
Trade names
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets (excluding goodwill)				$ 414,716,000	$ 414,716,000

Commitments and Contingencies (Undiscounted Reserves to the Discounted Reserves) (Details) - USD ($)
$ in Thousands

Dec. 25, 2022

Dec. 26, 2021

Insurance [Line Items]

Undiscounted reserves

$ 55,364

$ 54,664

Discount

^[1]

(6,299)

(1,130)

Discounted reserves

$ 49,065

$ 53,534

Discount rate

4.47%

0.69%

Accrued and other current liabilities

Insurance [Line Items]

Self insurance reserve, current

$ 20,932

$ 22,017

Other long-term liabilities, net

Insurance [Line Items]

Self insurance reserve, noncurrent

$ 28,133

$ 31,517

[1]	Discount rates of 4.47% and 0.69% were used for December 25, 2022 and December 26, 2021, respectively.

Property, Fixtures and Equipment, Net

12 Months Ended

Dec. 25, 2022

Property, Plant and Equipment [Abstract]

Property, Fixtures and Equipment, Net

Property, fixtures and equipment, net, consisted of the following as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Land	$	37,596	$	38,417
Buildings	1,223,403		1,167,811
Furniture and fixtures	489,895		460,768
Equipment	739,136		641,715
Construction in progress	41,723		47,822
Less: accumulated depreciation	(1,617,611)		(1,514,521)
	$	914,142	$	842,012

Depreciation and repair and maintenance expense are as follows for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Depreciation expense	$	163,445	$	157,386	$	173,342
Repair and maintenance expense	$	116,318	$	104,209	$	88,829

Other Current Assets, Net (Details) - USD ($)
$ in Thousands

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Dec. 29, 2019

Accounts, Notes, Loans and Financing Receivable [Line Items]

Prepaid expenses

$ 29,343

$ 21,194

Deferred gift card sales commissions

17,755

17,793

$ 19,300

$ 18,554

Other current assets, net

4,671

5,297

Total other current assets, net

183,718

184,623

Other current assets, net

Accounts, Notes, Loans and Financing Receivable [Line Items]

Deferred gift card sales commissions

17,755

17,793

Company-owned life insurance

^[1]

17,244

Accounts receivable - gift cards, net

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts receivable - vendors, net

^[2]

85,606

91,248

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts receivable - franchisees, net

^[2]

25,385

11,793

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts receivable - other, net

^[2]

2,550

1,701

Accounts, Notes, Loans and Financing Receivable [Line Items]

^[2]

$ 18,408

$ 18,353

[1]	During 2022, the Company withdrew the current portion of its Company-owned life insurance policies to pay deferred compensation obligations.
[2]	See Note 20 - Allowance for Expected Credit Losses for a rollforward of the related allowance for expected credit losses.

Segment Reporting (Total Assets by Segment) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 3,320,425	$ 3,294,271
Corporate
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	250,420	284,388
U.S. segment \| Operating segments
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	2,669,953	2,626,808
International segment \| Operating segments
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 400,052	$ 383,075

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 13: 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(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (bb)
-URI https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 25
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(18))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Accrued rent and current operating lease liabilities

Accrued and Other Current Liabilities (Details) - USD ($)
$ in Thousands

Dec. 25, 2022

Dec. 26, 2021

Payables and Accruals [Abstract]

$ 187,136

$ 181,636

Accrued payroll and other compensation

84,075

^[1]

105,095

Accrued insurance

20,932

22,017

Other current liabilities

107,158

98,146

Accrued and other liabilities, current

$ 399,301

$ 406,894

[1]	During 2022, accrued payroll and other compensation decreased primarily due to payment of deferred compensation obligations and a decrease in incentive compensation.

Summary of Significant Accounting Policies (Deferred Debt Issuance Costs) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Interest expense
Deferred debt issuance costs [Line Items]
Debt issuance cost amortization	$ 3.5	$ 4.5	$ 3.9

COVID-19 (Tables)

12 Months Ended

Dec. 25, 2022

COVID-19 Impact [Abstract]

Impact from COVID-19

Following is a summary of the charges recorded in connection with the COVID-19 pandemic for the period indicated (dollars in thousands):

CHARGES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION

FISCAL YEAR

2020

Inventory obsolescence and spoilage

Food and beverage costs

10,450

Compensation for idle employees (1)

Labor and other related

29,993

Other operating charges

Other restaurant operating

3,219

Lease guarantee contingent liabilities (2)

General and administrative

4,188

Allowance for expected credit losses (3)

General and administrative

3,334

Other charges

General and administrative

2,719

Right-of-use asset impairment (4)

Provision for impaired assets and restaurant closings

32,992

Fixed asset impairment (4)

Provision for impaired assets and restaurant closings

34,423

Goodwill and other impairment (5)

Provision for impaired assets and restaurant closings

3,190

124,508

________________

(2)Represents additional contingent liabilities recorded for lease guarantees related to certain former restaurant locations now operated by franchisees or other third parties.

(3)Includes additional reserves to reflect an increase in expected credit losses, primarily related to franchise receivables.

(5)Includes impairment of goodwill for the Company’s Hong Kong subsidiary. See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

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

Dec. 25, 2022

Dec. 26, 2021

Operating lease right-of-use assets

$ 1,103,083

$ 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]

$ 4,679

$ 2,074

Total lease assets, net

$ 1,107,762

$ 1,132,947

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

Accrued and other current liabilities

Current operating lease liabilities

^[2]

$ 183,510

$ 177,028

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

Current portion of long-term debt

Current finance lease liabilities

$ 1,636

$ 958

Non-current operating lease liabilities

^[2]

$ 1,148,379

$ 1,178,998

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

Long-term debt, net

Non-current finance lease liabilities

$ 3,149

$ 1,264

Total lease liabilities

1,336,674

1,358,248

Accumulated amortization

(3,600)

(3,300)

Accrued contingent percentage rent

$ 3,400

$ 3,500

[1]	Net of accumulated amortization of $3.6 million and $3.3 million as December 25, 2022 and December 26, 2021, respectively.
[2]	Excludes current accrued contingent percentage rent of $3.4 million and $3.5 million, as of December 25, 2022 and December 26, 2021, respectively, and immaterial current and non-current COVID-19-related deferred rent accruals.

Leases (Other Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 193,822	$ 205,253	$ 177,961

Long-term Debt, Net (2029 Notes Narrative) (Details) - 2029 Notes - Unsecured debt - USD ($)	Apr. 16, 2021	Dec. 25, 2022	Dec. 26, 2021
Debt instrument [Line Items]
Debt instrument, face amount	$ 300,000,000
Long-term debt, maturity date	Apr. 15, 2029
Debt instrument, interest rate, stated percentage	5.125%	5.13%	5.13%
Proceeds from issuance of private placement	$ 294,500,000
Debt instrument, redemption, equity offering redemption option
Debt instrument [Line Items]
Debt instrument, redemption price, percentage	105.125%
Debt instrument, redemption, early redemption option
Debt instrument [Line Items]
Debt instrument, redemption price, percentage	100.00%
Maximum \| Debt instrument, redemption, equity offering redemption option
Debt instrument [Line Items]
Debt instrument, redemption price, percentage of principal amount redeemed	40.00%

Income Taxes (Provision (Benefit) for Income Taxes - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Current provision:
Federal	$ 13,026	$ 16,951	$ 2,606
State	10,576	10,917	2,301
Foreign	5,354	1,862	2,623
Current provision	28,956	29,730	7,530
Deferred (benefit) provision:
Federal	5,172	(2,057)	(66,498)
State	3,470	1,194	(12,527)
Foreign	5,106	(2,483)	(9,231)
Deferred (benefit) provision	13,748	(3,346)	(88,256)
Provision (benefit) for income taxes	$ 42,704	$ 26,384	$ (80,726)

Derivative Instruments and Hedging Activities (Effects of Interest Rate Swap) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Derivative [Line Items]
Impact of terminated interest rate swaps included in Net income (loss), net of tax	$ 8,982	$ 4,576	$ 0
Designated as hedging instrument \| Interest rate swap
Derivative [Line Items]
Net effects of interest rate swap agreements	(954)	(7,392)	(9,923)
Terminated interest rate swap expense recognized in Interest expense, net	(12,115)	(6,160)	0
Impact of terminated interest rate swaps included in Net income (loss), net of tax	(8,982)	(4,576)	0
Total net effects on Net income (loss)	(9,936)	(11,968)	(9,923)
Designated as hedging instrument \| Interest rate swap \| Interest expense
Derivative [Line Items]
Interest rate swap expense recognized in Interest expense, net	(1,284)	(9,951)	(13,370)
Designated as hedging instrument \| Interest rate swap \| Income tax expense
Derivative [Line Items]
Income tax benefit recognized in Provision (benefit) for income taxes	330	2,559	3,447
Income tax benefit recognized in Provision (benefit) for income taxes	$ 3,133	$ 1,584	$ 0

Stock-based and Deferred Compensation Plans (PSU - Text) (Details) - shares	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Common stock \| 2020 Omnibus Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares available for grant	7,935,988
Performance-based share units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement By share-based payment award, total shareholder return modifier, option 1	75.00%	75.00%
Share-based compensation arrangement by share-based payment award, total shareholder return modifier, option 2	100.00%	100.00%
Share-based compensation arrangement by share-based payment award, total shareholder return modifier, option 3	125.00%	125.00%
Vesting period	3 years	3 years
Performance-based share units \| Common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, number of shares that would be issued on vesting of stock units	1
Performance-based share units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage	0.00%
Performance-based share units \| 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%	200.00%

Convertible Senior Notes (Convertible Notes Text) (Details) $ / shares in Units, shares in Thousands					12 Months Ended
	Nov. 23, 2022 USD ($) $ / shares shares	May 25, 2022 USD ($) shares	May 08, 2020 USD ($) day $ / shares	May 08, 2020 USD ($) $ / shares shares	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)	Dec. 27, 2020 USD ($)	May 12, 2020 USD ($)
Debt instrument [Line Items]
Repayments of convertible senior notes					$ 196,919,000	$ 0	$ 0
Loss on extinguishment and modification of debt					(107,630,000)	(2,073,000)	(237,000)
Loss on fair value adjustment of derivatives, net					(17,685,000)	0	$ 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]
Debt instrument, face amount					$ 105,000,000	$ 230,000,000		$ 230,000,000
Debt instrument, interest rate, stated percentage			5.00%	5.00%	5.00%	5.00%
Long-term debt, maturity date			May 01, 2025	May 01, 2025
Proceeds from issuance of private placement				$ 221,600,000
Debt instrument, convertible, conversion ratio	86.267			84.122
Debt instrument, convertible principal amount	$ 1,000		$ 1,000	$ 1,000
Debt conversion, converted instrument, shares to be issued \| shares	9,058			19,348
Debt instrument, convertible, conversion price \| $ / shares	$ 11.59		$ 11.89	$ 11.89
Debt instrument, redemption price, percentage			100.00%
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
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
Convertible debt \| 2025 Notes \| Conversion option one
Debt instrument [Line Items]
Debt instrument, convertible, threshold percentage of stock price trigger			130.00%
Debt instrument, convertible, threshold trading days \| day			20
Debt instrument, convertible, threshold consecutive trading days \| day			30
Convertible debt \| 2025 Notes \| Conversion option two
Debt instrument [Line Items]
Debt instrument, convertible, threshold percentage of stock price trigger			98.00%
Debt instrument, convertible, threshold trading days \| day			5
Debt instrument, convertible, threshold consecutive trading days \| day			5

Stock-based and Deferred Compensation Plans (PSU Compensation - Table) (Details) - Performance-based share units - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

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

Weighted average grant date fair value for PSU/RSUs granted

$ 26.10

^[1]

$ 29.73

^[1]

$ 19.96

Intrinsic value for PSUs vested

$ 7,626

$ 3,768

$ 6,550

Fair value of PSUs vested

6,646

3,401

4,809

Tax benefits for RSU/PSU compensation expense

348

$ 134

$ 1,570

Unrecognized PSU expense

$ 11,955

Remaining weighted average vesting period

^[2]

1 year 2 months 12 days

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

7.90%

14.30%

Vesting period

3 years

[1]	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 2022 and 2021, respectively.
[2]	PSUs typically vest after three years.

Stock-based and Deferred Compensation Plans (Monte Carlo Simulation Model - Table) (Details) - Performance-based share units

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

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

Risk-free interest rate

^[1]

1.64%

0.20%

Dividend yield

^[2]

2.31%

0.00%

Volatility

^[3]

49.11%

48.45%

[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.

Impairments and Exit Costs (Tables)

12 Months Ended

Dec. 25, 2022

Impairments and Exit Costs [Abstract]

Provision for impaired assets and restaurant closings

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Impairment losses
U.S. (1)	$	3,942	$	11,945	$	65,129
International (1)(2)	1,537		1,186		3,468
Corporate (3)	7		270		6,226
Total impairment losses	5,486		13,401		74,823
Restaurant closure charges (benefits)
U.S. (1)	478		422		1,358
International (1)	—		(86)		173
Total restaurant closure charges	478		336		1,531
Provision for impaired assets and restaurant closings	$	5,964	$	13,737	$	76,354

____________________

(2)Includes goodwill impairment charges of $2.0 million during 2020. See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

(3)Corporate impairment charges during 2020 primarily relate to transformational initiatives.

Restructuring and related costs

Following is a summary of the COVID-19 Restructuring charges recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the period indicated (dollars in thousands):


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION	FISCAL YEAR
DESCRIPTION		2020
Property, fixtures and equipment impairments	Provision for impaired assets and restaurant closings	$	18,766
Lease right-of-use asset impairments and closure charges	Provision for impaired assets and restaurant closings	5,003
Severance and other expenses	General and administrative	1,097
		$	24,866

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:


	FISCAL YEAR
(dollars in thousands)	2022
Balance, beginning of the period	$	8,485

Cash payments	(3,296)
Accretion	558
Adjustments	(271)
Balance, end of the period (1)	$	5,476

________________

Income Taxes (Effective Income Tax Rate - Table) (Details)

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Income Tax Disclosure [Abstract]

State and local income taxes, net of federal benefit

21.00%

^[1]

7.30%

3.80%

3.30%

^[1]

Non-deductible loss on 2025 Notes Partial Repurchase

18.00%

0.00%

Non-deductible expenses

2.80%

2.30%

(1.40%)

^[1]

Foreign tax rate differential

2.30%

(0.20%)

1.10%

^[1]

U.S. tax on foreign earnings - GILTI

1.60%

0.00%

Brazil tax legislation

0.20%

0.00%

Employment-related credits, net

(22.40%)

(13.20%)

9.90%

^[1]

Net changes in deferred tax valuation allowances

(2.80%)

(0.70%)

(0.60%)

^[1]

Tax settlements and related adjustments

(0.10%)

(1.70%)

0.10%

^[1]

Other, net

0.20%

(0.70%)

0.30%

^[1]

Total

28.10%

10.60%

33.70%

^[1]

[1]	Due to the pre-tax book loss, a positive percentage change in the effective income tax rate table reflects a favorable income tax benefit, whereas a negative percentage change in the effective income tax rate table reflects an unfavorable income tax expense.

Revenue Recognition (Contract Assets and Liabilities - Deferred Gift Card Revenue Rollforward) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Revenue Recognition [Line Items]
Balance, beginning of the period	$ 398,795
Balance, end of the period	394,215	$ 398,795
Deferred gift card revenue
Revenue Recognition [Line Items]
Balance, beginning of the period	387,945	373,048	$ 358,757
Gift card sales	326,603	330,841	306,016
Gift card redemptions	(310,017)	(298,397)	(277,675)
Gift card breakage	(18,036)	(17,547)	(14,050)
Balance, end of the period	$ 386,495	$ 387,945	$ 373,048

Revenue Recognition (Franchisee Deferred Payment Agreement) (Details)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 27, 2020

USD ($)

Restaurants

Dec. 27, 2020

USD ($)

Restaurants

Dec. 25, 2022

USD ($)

restaurant

Restaurants

Dec. 26, 2021

USD ($)

Accounts receivable - franchisees, net

Franchisee Resolution Agreement | Out West

^[1]

$ 2,550

$ 1,701

Franchise advertising fee gross sales percentage

2.25%

Increase in deferred rent

$ 3,600

Franchisee Resolution Agreement | Out West | Accounts receivable - franchisees, net

Accounts Receivable, before Allowance for Credit Loss, Current

$ 3,100

$ 3,000

U.S. segment | Franchisee Resolution Agreement | Outback Steakhouse Property Concessions | Operating lease, right-of-use-asset | Out West

$ 4,700

Franchised units

Number of restaurants | restaurant

321

Franchised units | Franchisee Resolution Agreement | Outback Steakhouse Property Concessions | Out West

Number of restaurants | Restaurants

Franchised units | Franchisee Resolution Agreement | Outback Steakhouse Property Concessions | Maximum | Out West

Number of restaurants | Restaurants

Franchised units | Outback Steakhouse | U.S. segment | Out West

Number of restaurants | Restaurants

[1]	See Note 20 - Allowance for Expected Credit Losses for a rollforward of the related allowance for expected credit losses.

Commitments and Contingencies

12 Months Ended

Dec. 25, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies 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 December 25, 2022, the undiscounted payments the Company could be required to make in the event of non-payment by the primary lessees was approximately $22.9 million. The present value of these potential payments discounted at the Company’s incremental borrowing rate as of December 25, 2022 was approximately $16.8 million. In the event of default, the indemnity clauses in the Company’s purchase and sale agreements govern its ability to pursue and recover damages incurred. As of December 25, 2022 and December 26, 2021, the Company’s recorded contingent lease liability was $6.2 million and $8.7 million, respectively.Purchase Obligations - Purchase obligations were $226.6 million and $206.6 million as of December 25, 2022 and December 26, 2021, respectively. These purchase obligations are primarily due within three years, however commitments with various vendors extend through December 2030. Outstanding commitments consist primarily of inventory, kitchen equipment, technology, advertising and restaurant-level service contracts. In 2022, the Company purchased more than 95% of its U.S. beef raw materials from four beef suppliers that represent more than 80% of the total beef marketplace in the U.S.

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.

Certain subsidiaries of the Company have been named in collective actions alleging violations of the Fair Labor Standards Act and state wage and hour laws. The Company believes its employees were properly paid and is defending these matters vigorously. During the thirteen weeks ended December 25, 2022, the Company accrued $5.9 million within Accrued and other current liabilities on its Consolidated Balance Sheet for these matters.

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.

Including the matters discussed above, the Company recorded reserves of $15.1 million and $7.1 million for certain of its outstanding legal proceedings as of December 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. During 2022, 2021 and 2020, the Company recognized $9.4 million, $5.4 million and $2.3 million, respectively, in Other restaurant operating expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for certain legal reserves and settlements.

Royalty Termination - On August 2, 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 (Loss) during 2021.

Insurance - As of December 25, 2022, the future undiscounted payments the Company expects for workers’ compensation, general liability and health insurance claims are as follows:


(dollars in thousands)
2023	$	21,308
2024	11,826
2025	7,597
2026	4,058
2027	2,102
Thereafter	8,473
	$	55,364

The following is a reconciliation of the expected aggregate undiscounted reserves to the discounted reserves for insurance claims recognized on the Company’s Consolidated Balance Sheets as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Undiscounted reserves	$	55,364	$	54,664
Discount (1)	(6,299)		(1,130)
Discounted reserves	$	49,065	$	53,534

Discounted reserves recognized on the Company’s Consolidated Balance Sheets:
Accrued and other current liabilities	$	20,932	$	22,017
Other long-term liabilities, net	28,133		31,517
	$	49,065	$	53,534

____________________

(1) Discount rates of 4.47% and 0.69% were used for December 25, 2022 and December 26, 2021, respectively.

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

12 Months Ended

May 25, 2022

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Schedule of Earnings Per Share, Basic and Diluted [Line Items]

Net income (loss) attributable to Bloomin’ Brands

$ 101,907,000

$ 215,555,000

$ (158,715,000)

Redemption of preferred stock in excess of carrying value

(3,496,000)

^[1]

Net income (loss) attributable to common stockholders

101,907,000

215,555,000

(162,211,000)

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

345,000

^[2]

Diluted net income (loss) attributable to common stockholders

$ 101,907,000

$ 215,900,000

$ (162,211,000)

Basic weighted average common shares outstanding

88,846

88,981

87,468

Diluted weighted average common shares outstanding

Convertible senior notes

6,089

^[2],[3]

11,377

^[2]

^[3]

Warrants

2,954

^[3]

6,250

^[3]

98,512

107,803

87,468

Basic earnings (loss) per share attributable to common stockholders (in USD per share)

$ 1.15

$ 2.42

$ (1.85)

Diluted earnings (loss) per share attributable to common stockholders (in USD per share)

$ 1.03

$ 2.00

$ (1.85)

2025 Notes | Convertible debt

2025 Notes repurchase amount

$ 125,000,000

Stock options

Nonvested restricted stock units

Dilutive shares

261

779

Nonvested performance-based share units

Dilutive shares

182

355

Schedule of segment reporting information, by segment

Dilutive shares

180

[1]	Consideration paid in excess of carrying value for the redemption of its Abbraccio preferred stock is considered a deemed dividend and, for purposes of calculating earnings (loss) per share, reduces net income attributable to common stockholders. See Note 16 - Stockholders’ Equity for additional details.
[2]	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.
[3]	During 2022, the Company repurchased $125.0 million of the 2025 Notes and retired the corresponding portion of the related warrants. See Note 14 - Convertible Senior Notes for additional details. Due to the Company’s net loss during 2020, dilutive excess shares, if applicable, and warrants were excluded from the computation of diluted loss per share as their effect would be antidilutive.

Segment Reporting (Tables)

12 Months Ended

Dec. 25, 2022

Segment Reporting [Abstract]

The following is a summary of reporting segments as of December 25, 2022:

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:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Total revenues
U.S.	$	3,911,870	$	3,759,981	$	2,885,542
International	504,638		362,404		285,019
Total revenues	$	4,416,508	$	4,122,385	$	3,170,561

Reconciliation of operating profit (loss) from segments to consolidated

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Segment income (loss) from operations
U.S.	$	407,860	$	443,887	$	(1,630)
International	57,333		16,657		(13,479)
Total segment income (loss) from operations	465,193		460,544		(15,109)
Unallocated corporate operating expense (1)	(134,772)		(151,586)		(159,864)
Total income (loss) from operations	330,421		308,958		(174,973)
Loss on extinguishment and modification of debt	(107,630)		(2,073)		(237)
Loss on fair value adjustment of derivatives, net	(17,685)		—		—
Other (expense) income, net	(23)		26		131
Interest expense, net	(53,176)		(57,614)		(64,442)
Income (loss) before provision (benefit) for income taxes	$	151,907	$	249,297	$	(239,521)

____________________

(1)Includes $32.4 million of charges for 2020 that were not allocated to the Company’s segments related to its transformational initiatives, primarily recorded within General and administrative expense and Provision for impaired assets and restaurant closings.

Reconciliation of segment depreciation and amortization and capital expenditures

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Depreciation and amortization
U.S.	$	139,170	$	134,243	$	144,298
International	23,397		22,649		23,723
Corporate	7,050		6,499		12,240
Total depreciation and amortization	$	169,617	$	163,391	$	180,261

The following table is a summary of capital expenditures by segment for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Capital expenditures
U.S.	$	196,163	$	103,303	$	64,516
International	28,647		14,074		18,542
Corporate	11,709		9,035		5,936
Total capital expenditures	$	236,519	$	126,412	$	88,994

Schedule of segment total assets

The following table sets forth Total assets by segment as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Assets
U.S.	$	2,669,953	$	2,626,808
International	400,052		383,075
Corporate	250,420		284,388
Total assets	$	3,320,425	$	3,294,271

Schedule of long-lived assets, by geographic area

The following table details long-lived assets, excluding goodwill, operating lease right-of-use assets, intangible assets and deferred tax assets, by major geographic area as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
U.S.	$	891,379	$	831,634
International
Brazil	93,972		73,706
Other	10,938		15,342
Total long-lived assets	$	996,289	$	920,682

Schedule of revenues, by geographic area

International revenues are defined as revenues generated from restaurant sales originating in a country other than the U.S. The following table details Total revenues by major geographic area for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
U.S.	$	3,911,870	$	3,759,981	$	2,885,542
International
Brazil	448,411		297,167		222,283
Other	56,227		65,237		62,736
Total revenues	$	4,416,508	$	4,122,385	$	3,170,561

Revenue Recognition

12 Months Ended

Dec. 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 (Loss) for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Revenues
Restaurant sales	$	4,352,695	$	4,061,093	$	3,144,636
Franchise and other revenues
Franchise revenues	49,687		45,520		21,195
Other revenues (1)	14,126		15,772		4,730
Total Franchise and other revenues	63,813		61,292		25,925
Total revenues	$	4,416,508	$	4,122,385	$	3,170,561

________________

(1)For 2021, includes a $3.1 million benefit from the recognition of recoverable Program of Social Integration (“PIS”) and Contribution for the Financing of Social Security (“COFINS”) taxes within other revenues in connection with favorable court rulings in Brazil regarding the calculation methodology and taxable base. The amount recognized primarily represents refundable PIS and COFINS taxes for prior years, including accrued interest.

The following table includes the disaggregation of Restaurant sales and franchise revenues, by restaurant concept and major international market for the periods indicated:


	FISCAL YEAR
	2022				2021				2020
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.
Outback Steakhouse	$	2,240,432	$	31,418	$	2,175,909	$	29,725	$	1,760,071	$	9,898
Carrabba’s Italian Grill	676,467		2,938		653,231		2,439		497,212		1,309
Bonefish Grill	559,583		662		544,068		641		396,193		346
Fleming’s Prime Steakhouse & Wine Bar	374,388		—		332,607		—		209,564		—
Other	12,146		49		9,033		9		6,507		—
U.S. total	3,863,016		35,067		3,714,848		32,814		2,869,547		11,553
International
Outback Steakhouse - Brazil	405,866		—		258,997		—		206,280		—
Other (1)	83,813		14,620		87,248		12,706		68,809		9,642
International total	489,679		14,620		346,245		12,706		275,089		9,642
Total	$	4,352,695	$	49,687	$	4,061,093	$	45,520	$	3,144,636	$	21,195

____________________

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

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)	DECEMBER 25, 2022		DECEMBER 26, 2021
Other current assets, net
Deferred gift card sales commissions	$	17,755	$	17,793

Unearned revenue
Deferred gift card revenue	$	386,495	$	387,945
Deferred loyalty revenue	5,628		9,386
Deferred franchise fees - current	460		443
Other	1,632		1,021
Total Unearned revenue	$	394,215	$	398,795

Other long-term liabilities, net
Deferred franchise fees - non-current	$	4,126	$	4,280

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Balance, beginning of the period	$	17,793	$	19,300	$	18,554
Deferred gift card sales commissions amortization	(24,091)		(26,012)		(20,927)
Deferred gift card sales commissions capitalization	26,743		26,625		22,923
Other	(2,690)		(2,120)		(1,250)
Balance, end of the period	$	17,755	$	17,793	$	19,300

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Balance, beginning of the period	$	387,945	$	373,048	$	358,757
Gift card sales	326,603		330,841		306,016
Gift card redemptions	(310,017)		(298,397)		(277,675)
Gift card breakage	(18,036)		(17,547)		(14,050)
Balance, end of the period	$	386,495	$	387,945	$	373,048

Franchisee Deferred Payment Agreement - On December 27, 2020, the Company entered into an agreement (the “Resolution Agreement”) with Cerca Trova Southwest Restaurant Group, LLC (d/b/a Out West Restaurant Group) and certain of its affiliates (collectively, “Out West”), who currently franchises 79 Outback Steakhouse restaurants in the western United States, primarily in California. The Resolution Agreement ends on December 31, 2023 or upon the earlier occurrence of certain specified events, including the sale of all or substantially all of the assets or equity of Out West, bankruptcy or a liquidation event (“Qualifying Event”) (the “Forbearance Period”). Prior to the Resolution Agreement, Out West was in default of its franchise agreements for nonpayment of certain amounts due, and simultaneously in default of its credit agreement with its lenders primarily due to the significant impact of the COVID-19 pandemic. Under the terms of the Resolution Agreement, the Company agreed to:

•not call upon any previous default under the existing franchise agreements during the Forbearance Period;

•reduce future advertising fees to 2.25% of gross sales during the Forbearance Period;

•permanently waive unpaid royalty and advertising fees for the period of February 24, 2020 to July 26, 2020;

•allow for closure of four restaurants and certain sublease modifications (the “Property Concessions”);

•allow for closure of up to ten additional restaurants during the first 12 months of the Resolution Agreement, without imposition of any penalties or accelerated royalties;

•defer all non-waived past due royalties and advertising fees through November 22, 2020, and for certain permitted restaurant closings in connection with the Property Concessions, defer accelerated rent and royalties that otherwise would have been due under the terms and conditions of the respective franchise agreements and leases or subleases (the “Initial Deferred Balance”); and

•defer all past due rents through December 27, 2020 on subleased properties totaling $3.6 million until April 2021 when the balance will be repaid over an 18-month period.

In connection with the Property Concessions, the Company recognized $4.7 million of lease right-of-use asset impairment during the thirteen weeks ended December 27, 2020, within the U.S. segment.

Out West also entered into a Forbearance Agreement and Second Amendment to Credit and Guaranty Agreement (“Forbearance Agreement”) with its lenders that, in conjunction with the Resolution Agreement, provides, among other things, for a pre-determined calculation of available monthly cash (“Available Cash”) that Out West may use to settle its obligations due to the Company and its lenders. Available Cash is calculated net of operating expenses, including local marketing expenditures required under the Resolution Agreement. Under the Resolution Agreement, if Out West is unable to satisfy monthly royalty or advertising fees with Available Cash, such amounts will automatically increase the Initial Deferred Balance.

At the time of the Resolution Agreement, no amounts previously waived or reflected in the Initial Deferred Balance had been recorded as a receivable or revenue, with the exception of a $3.1 million receivable balance that had been previously fully reserved. Collections of the Initial Deferred Balance, and any future amounts due under the Resolution Agreement or the Company’s franchise agreements after November 22, 2020, will be recognized if collectability is reasonably assured which is typically upon receipt of cash. Since the execution of the Resolution Agreement, all current royalties and obligated amounts were collected, with the exception of $3.0 million of royalties during the thirteen weeks ended December 25, 2022 which were in excess of Out West’s calculation of Available Cash under the Forbearance Agreement. The Company recorded an allowance for expected credit losses against a portion of these uncollected amounts during the thirteen weeks ended December 25, 2022. See Note 20 - Allowance for Expected Credit Losses for additional details.

The entire deferred balance will become collectible upon any Qualifying Event. If the Qualifying Event is the sale of all or substantially all of the assets or equity of Out West, the sale proceeds will be applied, between the Company and Out West’s lenders, in accordance with the payment priority established in the Resolution Agreement and Forbearance Agreement; if the sales proceeds are insufficient to satisfy the deferred balance due to the Company, then the Company agreed to permanently waive any remaining deferred balance due to the Company.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

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

2 Months Ended

3 Months Ended

12 Months Ended

Feb. 22, 2023

Dec. 25, 2022

Sep. 25, 2022

Jun. 26, 2022

Mar. 27, 2022

Dec. 25, 2022

Feb. 07, 2023

Feb. 08, 2022

Stock repurchased and retired during period, value

$ 109,999,000

2022 Share Repurchase Program

Stock repurchase program, authorized amount

$ 125,000,000

Stock repurchase program, remaining authorized repurchase amount

$ 15,000,000

Stock repurchased and retired during period, shares

1,371

1,746

1,761

551

5,429

^[1]

Treasury stock acquired, average cost per share

$ 21.15

$ 19.21

$ 20.30

$ 21.26

$ 20.26

^[1]

Stock repurchased and retired during period, value

$ 28,999,000

$ 33,549,000

$ 35,749,000

$ 11,702,000

$ 109,999,000

^[1]

Subsequent event | 2022 Share Repurchase Program

Stock repurchased and retired during period, shares

644

Stock repurchased and retired during period, value

$ 15,000,000

Subsequent event | 2023 Share Repurchase Program

Stock repurchase program, authorized amount

$ 125,000,000

[1]	Subsequent to December 25, 2022, the Company repurchased 644 thousand shares of its common stock for $15.0 million under a Rule 10b5-1 plan.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 27, 2020
Cash dividends declared per common share (in USD per share)	$ 0.56	$ 0.20
Equity component value of convertible note issuance, tax effect		$ 650
Additional paid-in capital
Deferred tax effect of purchase of noncontrolling interests	$ (489)

Stock-based and Deferred Compensation Plans (Tables)

12 Months Ended

Dec. 25, 2022

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

Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by award type

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Performance-based share units (1)	$	8,176	$	13,821	$	2,414
Restricted stock units	7,687		8,184		8,559
Stock options	503		2,286		3,743
	$	16,366	$	24,291	$	14,716

________________

Schedule of share-based compensation, stock options, activity

The following table presents a summary of the Company’s stock option activity:


(in thousands, except exercise price and contractual life data)	OPTIONS	WEIGHTED AVERAGE EXERCISE PRICE		WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE (YEARS)	AGGREGATE INTRINSIC VALUE
Outstanding as of December 26, 2021	4,276	$	20.42	4.7	$	7,304

Exercised	(1,044)	$	17.15
Forfeited or expired	(44)	$	24.89
Outstanding as of December 25, 2022 (1)	3,188	$	21.43	4.0	$	3,337
Exercisable as of December 25, 2022	3,149	$	21.46	4.0	$	3,244

________________

(1)No stock options were granted during 2022.

Performance-based share units

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

Schedule of nonvested performance-based units, activity

The following table presents a summary of the Company’s PSU activity:


(in thousands, except per unit data)	PERFORMANCE-BASED SHARE UNITS	WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT		AGGREGATE INTRINSIC VALUE (1)
Outstanding as of December 26, 2021	759	$	23.11	$	15,896
Granted	313	$	26.10
Performance Adjustment (2)	169	$	19.69
Vested	(338)	$	19.69
Forfeited	(29)	$	23.30
Outstanding as of December 25, 2022	874	$	24.83	$	18,323
Expected to vest as of December 25, 2022	1,275			$	26,715

________________

(1)Based on the $20.95 and $20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

(2)Represents adjustment to 200% payout for PSUs granted during 2019.

Monte Carlo schedule of assumptions used to calculate fair value of PSUs

Assumptions used in the Monte Carlo simulation model and the grant date fair value of PSUs granted were as follows for the periods indicated:


	FISCAL YEAR
	2022		2021
Assumptions:
Risk-free interest rate (1)	1.64	%	0.20	%
Dividend yield (2)	2.31	%	—	%

Volatility (3)	49.11	%	48.45	%

________________

(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.

Schedule of employee service share-based compensation, allocation of recognized period costs

The following represents PSU compensation information for the periods indicated:


	FISCAL YEAR
(dollars in thousands, except grant date fair value data)	2022		2021		2020
Weighted average grant date fair value for PSUs granted (1)	$	26.10	$	29.73	$	19.96

Intrinsic value for PSUs vested	$	7,626	$	3,768	$	6,550
Fair value of PSUs vested	$	6,646	$	3,401	$	4,809
Tax benefits for PSU compensation expense	$	348	$	134	$	1,570

Unrecognized PSU expense	$	11,955
Remaining weighted average vesting period (2)	1.2 years

________________

(1)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 2022 and 2021, respectively.

(2)PSUs typically vest after three years.

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

Schedule of employee service share-based compensation, allocation of recognized period costs

The following represents RSU compensation information for the periods indicated:


	FISCAL YEAR
(dollars in thousands, except grant date fair value data)	2022		2021		2020
Weighted average grant date fair value for RSUs granted (1)	$	21.59	$	25.93	$	16.66

Intrinsic value of RSUs vested	$	9,070	$	13,482	$	8,183
Fair value of RSUs vested	$	8,025	$	9,434	$	8,973
Tax benefits for RSU compensation expense	$	1,113	$	1,592	$	1,614

Unrecognized RSU expense	$	8,389
Remaining weighted average vesting period	1.8 years

________________

(1)The weighted average dividend yield was 2.43% and 2.11% for 2022 and 2020, respectively. There were no dividends in 2021.

Schedule of stock-based compensation, restricted stock units, activity

Following is a summary of the Company’s RSU activity:


(in thousands, except per unit data)	RESTRICTED STOCK UNITS	WEIGHTED AVERAGE GRANT DATE FAIR VALUE PER UNIT		AGGREGATE INTRINSIC VALUE (1)
Outstanding as of December 26, 2021	730	$	21.16	$	15,298
Granted	364	$	21.59
Vested	(396)	$	20.27
Forfeited	(41)	$	24.69
Outstanding as of December 25, 2022 (2)	657	$	21.72	$	13,776

________________

(1)Based on the $20.95 and $20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

(2)All RSUs outstanding as of December 25, 2022 are expected to vest.

Stock options

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

Schedule of employee service share-based compensation, allocation of recognized period costs

The following represents stock option compensation information for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Intrinsic value of options exercised	$	6,367	$	8,419	$	2,201

Cash received from option exercises, net of tax withholding	$	17,888	$	14,951	$	4,609
Fair value of stock options vested	$	7,645	$	19,246	$	16,468
Tax benefits for stock option compensation expense	$	1,495	$	1,942	$	535

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Current assets
Cash and cash equivalents	$ 84,735	$ 87,585
Restricted cash and cash equivalents	0	1,472
Inventories	78,124	79,112
Other current assets, net	183,718	184,623
Total current assets	346,577	352,792
Property, fixtures and equipment, net	914,142	842,012
Operating lease right-of-use assets	1,103,083	1,130,873
Goodwill	273,032	268,444
Intangible assets, net	448,326	453,412
Deferred income tax assets, net	153,118	168,068
Other assets, net	82,147	78,670
Total assets	3,320,425	3,294,271
Current liabilities
Accounts payable	183,715	167,978
Accrued and other current liabilities	399,301	406,894
Unearned revenue	394,215	398,795
Current portion of long-term debt	1,636	10,958
Total current liabilities	978,867	984,625
Non-current operating lease liabilities	1,148,607	1,179,447
Long-term debt, net	831,656	782,107
Other long-term liabilities, net	87,386	125,242
Total liabilities	3,046,516	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 December 25, 2022 and December 26, 2021	0	0
Common stock, $0.01 par value, 475,000,000 shares authorized; 87,696,200 and 89,252,823 shares issued and outstanding as of December 25, 2022 and December 26, 2021, respectively	877	893
Additional paid-in capital	1,161,912	1,119,728
Accumulated deficit	(706,109)	(698,171)
Accumulated other comprehensive loss	(185,311)	(205,989)
Total Bloomin’ Brands stockholders’ equity	271,369	216,461
Noncontrolling interests	2,540	6,389
Total stockholders’ equity	273,909	222,850
Total liabilities and stockholders’ equity	$ 3,320,425	$ 3,294,271

Commitments and Contingencies (Litigation and Other Matters - Text) (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 25, 2022	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Loss Contingencies [Line Items]
Litigation liability	$ 15.1	$ 15.1	$ 7.1
Litigation settlement expense		$ 9.4	$ 5.4	$ 2.3
Accrued and other current liabilities
Loss Contingencies [Line Items]
Lease guarantee contingent liabilities	$ 5.9

Goodwill and Intangible Assets, Net (Amortization Expense - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 6,172	$ 6,005	$ 6,919

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

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

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

Accrued insurance liability

$ 28,133

$ 31,517

Deferred payroll tax liabilities

^[1]

27,302

Deferred compensation obligations

31,608

37,514

Other long-term liabilities

27,645

28,909

Other long-term liabilities, net

87,386

$ 125,242

COVID-19 pandemic

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

Decrease in deferred payroll taxes

$ 27,300

[1]	During 2022, the Company made a payment of $27.3 million related to payroll taxes deferred under the CARES Act.

Convertible Senior Notes

12 Months Ended

Dec. 25, 2022

Convertible Notes [Abstract]

Convertible Senior Notes

2025 Notes - In May 2020, the Company completed a $230.0 million principal amount private offering of 5.00% convertible senior unsecured notes due in 2025. The 2025 Notes are governed by the terms of an indenture between the Company and Wells Fargo Bank, National Association, as the Trustee. The 2025 Notes mature on May 1, 2025, unless earlier converted, redeemed or purchased by the Company. The 2025 Notes bear cash interest at an annual rate of 5.00%, payable semi-annually in arrears on May 1 and November 1 of each year. Net proceeds from the 2025 Notes offering were approximately $221.6 million, after deducting the initial purchaser’s discounts and commissions and the Company’s offering expenses.

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. The conversion rate is subject to adjustment upon the occurrence of certain specified events.

Prior to the close of business on the business day immediately preceding November 1, 2024, holders may convert all or a portion of their 2025 Notes under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (ii) during the five consecutive business days immediately after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s common stock and the conversion rate on each such trading day; (iii) upon the occurrence of specified corporate events or distributions on the Company’s common stock; (iv) if the Company calls the 2025 Notes for redemption and (v) at any time from, and including November 1, 2024 until the close of business on the second scheduled trading day immediately before the maturity date.

The 2025 Notes will be redeemable by the Company, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 1, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on: (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any of the 2025 Notes for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of the 2025 Notes will be increased in certain circumstances if it is converted after it is called for redemption.

If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2025 Notes for cash at a price equal to 100% of the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest. Holders of 2025 Notes who convert their 2025 Notes in connection with a notice of redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2025 Notes.

Based on the daily closing prices of the Company’s stock during the quarter ended December 25, 2022, holders of the 2025 Notes are eligible to convert their 2025 Notes during the first quarter of 2023. The Company has provided the trustee of the 2025 Notes notice of its irrevocable election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes upon conversion in cash and any excess in shares.

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 2022.

In connection with dividends paid during 2022, the conversion rate for the remaining 2025 Notes decreased to approximately $11.59 per share, which represents 86.267 shares of common stock per $1,000 principal amount of the 2025 Notes, or a total of approximately 9.058 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)	DECEMBER 25, 2022		DECEMBER 26, 2021
Long-term debt, net
Principal	$	105,000	$	230,000

Less: debt issuance costs (1)	(1,939)		(5,898)
Net carrying amount	$	103,061	$	224,102

________________

(1)Debt issuance costs are amortized to Interest expense, net using the effective interest method over the 2025 Notes’ expected life. During 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:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Coupon interest	$	8,080	$	11,500	$	7,443
Deferred discount amortization	—		—		6,275
Debt issuance cost amortization	1,156		1,557		569
Total interest expense (1)	$	9,236	$	13,057	$	14,287

________________

(1)The effective rate of the 2025 Notes over their expected life was 5.85% for 2022 and 2021 and 13.73% for 2020.

Convertible Note Hedge and Warrant Transactions - In connection with the offering of the 2025 Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the 2025 Notes and/or their respective affiliates and other financial institutions (in this capacity, the “Hedge Counterparties”). Concurrently with the Company’s entry into the Convertible Note Hedge Transactions, the Company also entered into separate, warrant transactions with the Hedge Counterparties collectively relating to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments, and for which the Company received proceeds that partially offset the cost of entering into the Convertible Note Hedge Transactions (the “Warrant Transactions”).

The Convertible Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the 2025 Notes, and are expected generally to reduce the potential equity dilution in excess of the principal amount due upon conversion of the 2025 Notes. The 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.

The portion of the net proceeds to the Company from the offering of the 2025 Notes that was used to pay the premium on the Convertible Note Hedge Transactions, net of the proceeds to the Company from the Warrant Transactions, was approximately $19.6 million. The net costs incurred in connection with the Convertible Note Hedge Transactions and Warrant Transactions were recorded as a reduction to Additional paid-in capital on the Company’s Consolidated Balance Sheet during 2020.

The Convertible Note Hedge Transactions are exercisable upon conversion of the 2025 Notes. The Convertible Note Hedge Transactions expire upon maturity of the 2025 Notes. The Warrant Transactions are exercisable on the expiration dates included in the related forms of confirmation.

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. 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 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. In connection with dividends paid during 2022, the strike price for the remaining Warrant Transactions decreased to $16.23.

Other Assets, Net (Tables)

12 Months Ended

Dec. 25, 2022

Schedule of other assets, noncurrent

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


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Company-owned life insurance	$	27,789	$	30,970
Deferred debt issuance costs (1)	5,505		5,861
Liquor licenses	23,454		23,266
Other assets	25,399		18,573
	$	82,147	$	78,670

________________

(1)Net of accumulated amortization of $10.1 million and $8.5 million as of December 25, 2022 and December 26, 2021, respectively.

Description of the Business	12 Months Ended
Description of the Business	Dec. 25, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Business	Description of the Business Bloomin’ Brands, Inc. (“Bloomin’ Brands” or the “Company”), a holding company that conducts its operations through its subsidiaries, is one of the largest casual dining restaurant companies in the world, with a portfolio of leading, differentiated restaurant concepts. OSI Restaurant Partners, LLC (“OSI”) is the Company’s primary operating entity. 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.

Allowance for Expected Credit Losses (Tables)

12 Months Ended

Dec. 25, 2022

Credit Loss [Abstract]

Allowance for credit losses rollforward

The following table is a rollforward of the Company’s trade receivables allowance for expected credit losses for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Allowance for expected credit losses, beginning of the period	$	4,050	$	4,095	$	199
Adjustment for adoption of ASU No. 2016-13	—		—		1,018
Provision for expected credit losses (1)	1,547		64		3,472
Charge-off of accounts	(146)		(109)		(594)


Allowance for expected credit losses, end of the period	$	5,451	$	4,050	$	4,095

________________

(1)In March 2020, the Company fully reserved substantially all of its outstanding franchise receivables in response to the economic impact of the COVID-19 pandemic. See Note 3 - COVID-19 for details regarding the impact of the COVID-19 pandemic on the Company’s financial results.

Cover Page - USD ($) $ / shares in Units, $ in Billions	12 Months Ended
Cover Page - USD ($) $ / shares in Units, $ in Billions	Dec. 25, 2022	Feb. 16, 2023	Jun. 24, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 25, 2022
Current Fiscal Year End Date	--12-25
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 Line One	2202 North West Shore Boulevard
Entity 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 Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 1.6
Entity Common Stock, Shares Outstanding		87,098,993
Documents Incorporated by Reference	Portions of the registrant’s definitive Proxy Statement for its 2023 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
Amendment Flag	false
Entity Central Index Key	0001546417
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY

Summary of Significant Accounting Policies (Basis of Presentation) (Details)	12 Months Ended
	Dec. 25, 2022
Accounting Policies [Abstract]
Reporting lag for Brazil operations in financial statements	1 month

Leases (Lease Term and Discount Rate) (Details)

Dec. 25, 2022

Dec. 26, 2021

Operating lease, weighted average remaining lease term

^[1]

13 years 2 months 12 days

13 years 8 months 12 days

Finance lease, weighted average remaining lease term

^[1]

5 years 4 months 24 days

2 years 9 months 18 days

Operating lease, weighted average discount rate, percent

^[2]

8.44%

8.42%

Finance lease, weighted average discount rate, percent

^[2]

6.63%

5.01%

[1]	Includes lease renewal options that are reasonably certain of exercise.
[2]	Based on the Company’s incremental borrowing rate at lease commencement or lease remeasurement.

Goodwill and Intangible Assets, Net (Annual Amortization Expense - Table) (Details) $ in Thousands	Dec. 25, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense 2023	$ 5,891
Amortization expense 2024	5,752
Amortization expense 2025	5,408
Amortization expense 2026	5,293
Amortization expense 2027	$ 3,554

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Revenues

Other restaurant operating

$ 4,416,508

$ 4,122,385

$ 3,170,561

Costs and expenses

Food and beverage costs

1,383,632

1,229,689

982,702

Labor and other related

1,226,460

1,154,623

1,005,295

1,065,662

1,006,371

846,566

Depreciation and amortization

169,617

163,391

180,261

General and administrative

234,752

245,616

254,356

Provision for impaired assets and restaurant closings

5,964

13,737

76,354

Total costs and expenses

4,086,087

3,813,427

3,345,534

Loss on extinguishment and modification of debt

330,421

308,958

(174,973)

(107,630)

(2,073)

(237)

Loss on fair value adjustment of derivatives, net

(17,685)

Other (expense) income, net

(23)

131

Interest expense, net

(53,176)

(57,614)

(64,442)

Income (loss) before provision (benefit) for income taxes

151,907

249,297

(239,521)

Provision (benefit) for income taxes

42,704

26,384

(80,726)

Less: net income (loss) attributable to noncontrolling interests

109,203

222,913

(158,795)

7,296

7,358

(80)

Net income (loss) attributable to Bloomin’ Brands

101,907

215,555

(158,715)

Redemption of preferred stock in excess of carrying value

(3,496)

^[1]

Net income (loss) attributable to common stockholders

101,907

215,555

(162,211)

Other comprehensive income (loss):

Foreign currency translation adjustment

10,169

(6,597)

(37,516)

Unrealized gain (loss) on derivatives, net of tax

573

(14,741)

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

954

7,392

9,923

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

8,982

4,576

Comprehensive income (loss)

129,881

228,370

(201,129)

Less: comprehensive income (loss) attributable to noncontrolling interests

7,296

7,358

(744)

Comprehensive income (loss) attributable to Bloomin’ Brands

$ 122,585

$ 221,012

$ (200,385)

Earnings (loss) per share attributable to common stockholders:

Basic (in USD per share)

$ 1.15

$ 2.42

$ (1.85)

Diluted (in USD per share)

$ 1.03

$ 2.00

$ (1.85)

Weighted average common shares outstanding:

Basic (shares)

88,846

88,981

87,468

Diluted (shares)

98,512

107,803

87,468

Cash dividends declared per common share

$ 0.56

$ 0

$ 0.20

Restaurant sales

Revenues

Franchise and other revenues

$ 4,352,695

$ 4,061,093

$ 3,144,636

Revenues

Convertible senior notes balances

$ 63,813

$ 61,292

$ 25,925

[1]

Consideration paid in excess of carrying value for the redemption of its Abbraccio preferred stock is considered a deemed dividend and, for purposes of calculating earnings (loss) per share, reduces net income attributable to common stockholders. See Note 16 - Stockholders’ Equity for additional details.

Convertible Senior Notes (Tables)

12 Months Ended

Dec. 25, 2022

Convertible Notes [Abstract]

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


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Long-term debt, net
Principal	$	105,000	$	230,000

Less: debt issuance costs (1)	(1,939)		(5,898)
Net carrying amount	$	103,061	$	224,102

________________

Convertible senior notes interest expense

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Coupon interest	$	8,080	$	11,500	$	7,443
Deferred discount amortization	—		—		6,275
Debt issuance cost amortization	1,156		1,557		569
Total interest expense (1)	$	9,236	$	13,057	$	14,287

________________

(1)The effective rate of the 2025 Notes over their expected life was 5.85% for 2022 and 2021 and 13.73% for 2020.

Stockholders' Equity

12 Months Ended

Dec. 25, 2022

Stockholders' Equity Note [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 December 25, 2022, $15.0 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
Fourth fiscal quarter	1,371			$	21.15	28,999
Total common stock repurchases (1)	5,429			$	20.26	$	109,999

________________

(1)Subsequent to December 25, 2022, the Company repurchased 644 thousand shares of its common stock for $15.0 million under a Rule 10b5-1 plan.

On February 7, 2023, the Company’s Board approved a new $125.0 million authorization (the “2023 Share Repurchase Program”). The 2023 Share Repurchase Program will expire on August 7, 2024.

Dividends - The Company declared and paid dividends per share during the periods presented as follows:


	DIVIDENDS PER SHARE		AMOUNT
	FISCAL YEAR		FISCAL YEAR
(dollars in thousands, except per share data)	2022		2020		2022		2020
First fiscal quarter	$	0.14	$	0.20	$	12,559	$	17,480
Second fiscal quarter	0.14		—		12,418		—
Third fiscal quarter	0.14		—		12,475		—
Fourth fiscal quarter	0.14		—		12,284		—
Total cash dividends declared and paid	$	0.56	$	0.20	$	49,736	$	17,480

On February 7, 2023, the Board declared a quarterly cash dividend of $0.24 per share, payable on March 15, 2023 to shareholders of record at the close of business on March 1, 2023.

Redeemable Preferred Stock - In connection with the development of its Abbraccio Cucina Italiana (“Abbraccio”) concept in 2015, the Company sold preferred shares of its Abbraccio concept (“Abbraccio Shares”) to certain investors. During 2020, the Company exercised a call option to purchase all outstanding Abbraccio Shares for $1.0 million and recorded a reduction to Accumulated deficit and an increase in Net loss applicable to common stockholders of $3.5 million for the consideration paid in excess of the Abbraccio Shares’ carrying value.

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


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Foreign currency translation adjustment	$	(185,311)	$	(195,480)
Unrealized loss on derivatives, net of tax	—		(10,509)
Accumulated other comprehensive loss	$	(185,311)	$	(205,989)

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020

Foreign currency translation adjustment	$	10,169	$	(6,597)	$	(36,852)


Unrealized gain (loss) on derivatives, net of tax (1)	573		86		(14,741)
Reclassification of adjustments for loss on derivatives included in Net income (loss), net of tax (2)	954		7,392		9,923
Impact of terminated interest rate swaps included in Net income (loss), net of tax (2)	8,982		4,576		—
Total gain (loss) on derivatives, net of tax	10,509		12,054		(4,818)
Other comprehensive income (loss) attributable to Bloomin’ Brands	$	20,678	$	5,457	$	(41,670)

________________

(1)Unrealized loss on derivatives during 2020 is net of tax of $5.1 million.

(2)See Note 17 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications and the terminated swaps.

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: 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(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

Description of the Business (Details)	Dec. 25, 2022 restraurant_concept
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of restaurant concepts in portfolio	4

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

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

$ 4,416,508

$ 4,122,385

$ 3,170,561

U.S. segment

3,911,870

3,759,981

2,885,542

International segment

504,638

362,404

285,019

Restaurant sales

Restaurant sales | U.S. segment

4,352,695

4,061,093

3,144,636

Restaurant sales | International segment

3,863,016

3,714,848

2,869,547

Restaurant sales | Outback Steakhouse

489,679

346,245

275,089

Restaurant sales | Carrabba's Italian Grill

2,240,432

2,175,909

1,760,071

Restaurant sales | Bonefish Grill

676,467

653,231

497,212

Restaurant sales | Fleming's Prime Steakhouse & Wine Bar

559,583

544,068

396,193

Restaurant sales | Other - U.S.

374,388

332,607

209,564

Restaurant sales | Outback Brazil

12,146

9,033

6,507

Restaurant sales | Other - International

405,866

258,997

206,280

^[1]

83,813

87,248

68,809

Franchise revenues

Franchise revenues | U.S. segment

49,687

45,520

21,195

Franchise revenues | International segment

35,067

32,814

11,553

Franchise revenues | Outback Steakhouse

14,620

12,706

9,642

Franchise revenues | Carrabba's Italian Grill

31,418

29,725

9,898

Franchise revenues | Bonefish Grill

2,938

2,439

1,309

Franchise revenues | Fleming's Prime Steakhouse & Wine Bar

662

641

346

Franchise revenues | Other - U.S.

Franchise revenues | Outback Brazil

Franchise revenues | Other - International

^[1]

$ 14,620

$ 12,706

$ 9,642

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

Goodwill and Intangible Assets, Net (Gross Goodwill and Impairment - Table) (Details)	3 Months Ended				12 Months Ended
	Jun. 26, 2022 USD ($)	Jun. 27, 2021 USD ($)	Jun. 28, 2020 USD ($)	Mar. 29, 2020 USD ($)	Dec. 27, 2020 USD ($) restraurant_concept	Dec. 25, 2022 USD ($)	Dec. 26, 2021 USD ($)
Goodwill [Line Items]
Goodwill, gross					$ 1,059,217,000	$ 1,061,085,000	$ 1,056,497,000
Accumulated impairment losses					(788,053,000)	(788,053,000)	(788,053,000)
Goodwill, impairment loss	$ 0	$ 0	$ 0
U.S. segment
Goodwill [Line Items]
Goodwill, gross					838,827,000	838,827,000	838,827,000
Accumulated impairment losses					$ (668,170,000)	(668,170,000)	(668,170,000)
Number of reporting units \| restraurant_concept					4
International segment
Goodwill [Line Items]
Goodwill, gross					$ 220,390,000	222,258,000	217,670,000
Accumulated impairment losses					$ (119,883,000)	$ (119,883,000)	$ (119,883,000)
Number of reporting units \| restraurant_concept					3
Goodwill, impairment loss					$ 2,000,000
International segment \| Outback Hong Kong
Goodwill [Line Items]
Goodwill, impairment loss				$ 2,000,000

Summary of Significant Accounting Policies (Property, Fixtures and Equipment) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Capitalized internal costs for construction in progress

$ 4.1

$ 3.7

$ 2.7

Capitalized computer equipment and software, additions

9.2

3.4

Property, fixtures and equipment, net

Capitalized computer equipment and software, net

$ 10.1

$ 6.4

Buildings | Minimum

^[1]

5 years

Buildings | Maximum

Furniture and fixtures | Minimum

^[1]

30 years

Furniture and fixtures | Maximum

5 years

7 years

Equipment | Minimum

2 years

Equipment | Maximum

Computer equipment and software | Minimum

7 years

Computer equipment and software | Maximum

2 years

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

7 years

[1]	Includes improvements to leased properties which are depreciated over the shorter of their useful life or the reasonably certain lease term, including renewal periods that are reasonably certain.

Stock-based and Deferred Compensation Plans (Area Operations Directors, Managing, Operating and Chef Partner Programs) (Details) - USD ($) $ in Millions	Dec. 25, 2022	Dec. 26, 2021
Restaurant Managing and Chef Partners
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred compensation liability, current and noncurrent	$ 3.5	$ 15.5

Stock-based and Deferred Compensation Plans (Equity Compensation Plan Expense) (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Performance-based share units

$ 16,366

$ 24,291

$ 14,716

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

8,176

^[1]

13,821

^[1]

2,414

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

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

7,687

8,184

8,559

Stock options

Schedule of long-term debt, net

$ 503

$ 2,286

$ 3,743

[1]

For 2022, includes a cumulative life-to-date adjustment to decrease expense for PSUs granted in fiscal year 2020 based on Company performance against criteria set forth in the award agreements. For 2021, includes a cumulative life-to-date adjustment to increase expense for PSUs granted in fiscal years 2019, 2020 and 2021 based on Company performance against criteria set forth in the award agreements.

Summary of Significant Accounting Policies (Revenue Recognition) (Details)	Dec. 25, 2022
Revenue Recognition [Line Items]
Revenue, remaining performance obligation, expected satisfaction within 12 months of inception, percentage	84.00%
Deferred franchise fees \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-25
Revenue Recognition [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 years

Summary of Significant Accounting Policies (Cash and Cash Equivalents) (Details) - USD ($) $ in Millions	Dec. 25, 2022	Dec. 26, 2021
Cash and cash equivalents
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents, amounts in transit from credit card companies	$ 41.5	$ 41.3

Long-term Debt, Net (Tables)

12 Months Ended

Dec. 25, 2022

Debt Disclosure [Abstract]

Following is a summary of outstanding long-term debt as of the periods indicated:


	DECEMBER 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)	430,000		5.79	%	80,000		3.75	%
Total Senior Secured Credit Facility	430,000				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	5,976				2,376


Less: unamortized debt discount and issuance costs (4)	(6,493)				(14,157)
Less: finance lease interest	(1,191)				(154)
Total debt, net	833,292				793,065
Less: current portion of long-term debt	(1,636)				(10,958)
Long-term debt, net	$	831,656			$	782,107

________________

(1)Interest rate represents the weighted average interest rate.

(3)During 2022, the Company repurchased $125.0 million of the 2025 Notes. See Note 14 - Convertible Senior Notes for details regarding the 2025 Notes and related hedge and warrant transactions.

Schedule of interest rate 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)	DECEMBER 25, 2022
2023	$	1,674
2024	1,275
2025	105,821
2026	430,426
2027	338
Thereafter	301,442
Total payments	840,976
Less: unamortized debt discount and issuance costs	(6,493)
Less: finance lease interest	(1,191)
Total principal payments	$	833,292

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.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

Schedule of principal transactions, revenue

Revenue Recognition (Tables)

12 Months Ended

Dec. 25, 2022

Revenue Recognition [Line Items]

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Revenues
Restaurant sales	$	4,352,695	$	4,061,093	$	3,144,636
Franchise and other revenues
Franchise revenues	49,687		45,520		21,195
Other revenues (1)	14,126		15,772		4,730
Total Franchise and other revenues	63,813		61,292		25,925
Total revenues	$	4,416,508	$	4,122,385	$	3,170,561

________________

Disaggregation of revenue

The following table includes the disaggregation of Restaurant sales and franchise revenues, by restaurant concept and major international market for the periods indicated:


	FISCAL YEAR
	2022				2021				2020
(dollars in thousands)	RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES		RESTAURANT SALES		FRANCHISE REVENUES
U.S.
Outback Steakhouse	$	2,240,432	$	31,418	$	2,175,909	$	29,725	$	1,760,071	$	9,898
Carrabba’s Italian Grill	676,467		2,938		653,231		2,439		497,212		1,309
Bonefish Grill	559,583		662		544,068		641		396,193		346
Fleming’s Prime Steakhouse & Wine Bar	374,388		—		332,607		—		209,564		—
Other	12,146		49		9,033		9		6,507		—
U.S. total	3,863,016		35,067		3,714,848		32,814		2,869,547		11,553
International
Outback Steakhouse - Brazil	405,866		—		258,997		—		206,280		—
Other (1)	83,813		14,620		87,248		12,706		68,809		9,642
International total	489,679		14,620		346,245		12,706		275,089		9,642
Total	$	4,352,695	$	49,687	$	4,061,093	$	45,520	$	3,144,636	$	21,195

____________________

Contract with customer, 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)	DECEMBER 25, 2022		DECEMBER 26, 2021
Other current assets, net
Deferred gift card sales commissions	$	17,755	$	17,793

Unearned revenue
Deferred gift card revenue	$	386,495	$	387,945
Deferred loyalty revenue	5,628		9,386
Deferred franchise fees - current	460		443
Other	1,632		1,021
Total Unearned revenue	$	394,215	$	398,795

Other long-term liabilities, net
Deferred franchise fees - non-current	$	4,126	$	4,280

Other current assets, net

Revenue Recognition [Line Items]

Contract with customer, asset and liability

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Balance, beginning of the period	$	17,793	$	19,300	$	18,554
Deferred gift card sales commissions amortization	(24,091)		(26,012)		(20,927)
Deferred gift card sales commissions capitalization	26,743		26,625		22,923
Other	(2,690)		(2,120)		(1,250)
Balance, end of the period	$	17,755	$	17,793	$	19,300

Unearned revenue

Revenue Recognition [Line Items]

Contract with customer, asset and liability

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Balance, beginning of the period	$	387,945	$	373,048	$	358,757
Gift card sales	326,603		330,841		306,016
Gift card redemptions	(310,017)		(298,397)		(277,675)
Gift card breakage	(18,036)		(17,547)		(14,050)
Balance, end of the period	$	386,495	$	387,945	$	373,048

Earnings (Loss) Per Share

12 Months Ended

Dec. 25, 2022

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

The dilutive effect of the 2025 Notes is calculated using the if-converted method. To the extent the Company has the ability to settle its 2025 Notes in shares of its common stock, the principal and conversion spread on the 2025 Notes 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 February 2021, the Company provided the trustee of its 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 under the if-converted method.

In connection with the offering of the 2025 Notes, the Company entered into the Convertible Note Hedge Transactions and Warrant Transactions described in Note 14 - Convertible Senior Notes. However, the Convertible Note Hedge Transactions are not considered when calculating dilutive shares given their anti-dilutive impact as an offset to dilution of shares underlying the 2025 Notes. The Warrant Transactions 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. See Note 14 - Convertible Senior Notes for additional information regarding the 2025 Notes, Convertible Note Hedge Transactions and Warrant Transactions.

The following table presents the computation of basic and diluted earnings (loss) per share attributable to common stockholders for the periods indicated:


	FISCAL YEAR
(in thousands, except per share data)	2022		2021		2020
Net income (loss) attributable to Bloomin’ Brands	$	101,907	$	215,555	$	(158,715)
Redemption of preferred stock in excess of carrying value (1)	—		—		(3,496)
Net income (loss) attributable to common stockholders	101,907		215,555		(162,211)
Convertible senior notes if-converted method interest adjustment, net of tax (2)	—		345		—
Diluted net income (loss) attributable to common stockholders	$	101,907	$	215,900	$	(162,211)

Basic weighted average common shares outstanding	88,846		88,981		87,468

Effect of dilutive securities:
Stock options	261		779		—
Nonvested restricted stock units	182		355		—
Nonvested performance-based share units	180		61		—
Convertible senior notes (2)(3)	6,089		11,377		—
Warrants (3)	2,954		6,250		—
Diluted weighted average common shares outstanding	98,512		107,803		87,468

Basic earnings (loss) per share attributable to common stockholders	$	1.15	$	2.42	$	(1.85)
Diluted earnings (loss) per share attributable to common stockholders	$	1.03	$	2.00	$	(1.85)

________________


	FISCAL YEAR
(shares in thousands)	2022	2021	2020
Stock options	1,849	751	5,155
Nonvested restricted stock units	192	128	682
Nonvested performance-based share units	461	377	514

Summary of Significant Accounting Policies (Insurance Reserves) (Details) - Workers' compensation and general liability	12 Months Ended
	Dec. 25, 2022
Minimum
Insurance [Line Items]
Insurance, annual risk free rate, period	1 year
Maximum
Insurance [Line Items]
Insurance, annual risk free rate, period	5 years

Allowance for Expected Credit Losses (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Schedule for Allowance for Expected Credit Losses [Line Items]

Allowance for expected credit losses, beginning of the period

$ 4,050

$ 4,095

$ 199

Provision for expected credit losses

1,547

3,472

^[1]

Charge-off of accounts

(146)

(109)

(594)

Allowance for expected credit losses, end of the period

5,451

4,050

4,095

ASU No. 2016-13

Schedule for Allowance for Expected Credit Losses [Line Items]

Adjustment for adoption of ASU No. 2016-13

$ 0

$ 1,018

[1]	In March 2020, the Company fully reserved substantially all of its outstanding franchise receivables in response to the economic impact of the COVID-19 pandemic. See Note 3 - COVID-19 for details regarding the impact of the COVID-19 pandemic on the Company’s financial results.

Stock-based and Deferred Compensation Plans (PSU Activity - Table) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Dec. 29, 2019

Dec. 23, 2022

Dec. 23, 2021

Common stock

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Share price applicable to outstanding share-based compensation

$ 20.96

$ 20.95

Performance-based share units

Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]

Outstanding as of December 26, 2021 (shares)

759

Granted (shares)

313

Performance adjustment (shares)

^[1]

169

Vested (shares)

(338)

Forfeited (shares)

(29)

Outstanding as of December 25, 2022 (shares)

874

759

Expected to vest as of December 25, 2022

1,275

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Outstanding as of December 26, 2021 (per share)

$ 23.11

Granted (per share)

26.10

^[2]

$ 29.73

^[2]

$ 19.96

Performance adjustment (per share)

^[1]

19.69

Vested (per share)

19.69

Forfeited (per share)

23.30

Outstanding as of December 25, 2022 (per share)

$ 24.83

$ 23.11

Aggregate intrinsic value as of December 26, 2021

^[3]

$ 18,323

$ 15,896

Aggregate intrinsic value, expected to vest as of December 25, 2022

^[3]

$ 26,715

Performance-based share units | 2019 PSU Grant

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

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

200.00%

[1]	Represents adjustment to 200% payout for PSUs granted during 2019.
[2]	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 2022 and 2021, respectively.
[3]	Based on the $20.95 and $20.96 share price of the Company’s common stock on December 23, 2021 and 2022, the last trading day of 2022 and 2021, respectively.

Income Taxes (Unrecognized Tax Benefits - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance, beginning of the period	$ 19,238	$ 25,524	$ 27,201
Additions for tax positions taken during a prior period	114	166	1,061
Reductions for tax positions taken during a prior period	(401)	(4,209)	(324)
Additions for tax positions taken during the current period	1,100	1,292	762
Settlements with taxing authorities	(375)	(2,674)	(1,290)
Lapses in the applicable statutes of limitations	(1,424)	(854)	(1,857)
Translation adjustments, increases	6
Translation adjustments, decreases		(7)	(29)
Balance, end of the period	$ 18,258	$ 19,238	$ 25,524

Property, Fixtures and Equipment, Net (Depreciation and Repairs - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 163,445	$ 157,386	$ 173,342
Repair and maintenance expense	$ 116,318	$ 104,209	$ 88,829

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

Dec. 25, 2022

Dec. 26, 2021

Debt Disclosure [Abstract]

$ 1,674

1,275

105,821

430,426

338

301,442

840,976

Less: unamortized debt discount and issuance costs

(6,493)

^[1]

$ (14,157)

Less: finance lease interest

(1,191)

(154)

Total principal payments

$ 833,292

$ 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 2022. See Note 14 - Convertible Senior Notes for details regarding the partial repurchase of the 2025 Notes.

Revenue Recognition (Contract Assets and Liabilities - Deferred Gift Card Commissions Rollforward) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Revenue Recognition and Deferred Revenue [Abstract]
Balance, beginning of the period	$ 17,793	$ 19,300	$ 18,554
Deferred gift card sales commissions amortization	(24,091)	(26,012)	(20,927)
Deferred gift card sales commissions capitalization	26,743	26,625	22,923
Other	(2,690)	(2,120)	(1,250)
Balance, end of the period	$ 17,755	$ 17,793	$ 19,300

Long-term Debt, Net (Second Amended and Restated Credit Agreement Narrative) (Details) - USD ($)		12 Months Ended
	Apr. 26, 2022	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Apr. 16, 2021	Nov. 30, 2017
Debt instrument [Line Items]
Proceeds from borrowings on revolving credit facilities		$ 1,239,500,000	$ 470,000,000	$ 505,000,000
Secured debt \| Revolving credit facility \| Minimum \| Adjusted Term SOFR
Debt instrument [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Secured debt \| Revolving credit facility \| Minimum \| Base rate
Debt instrument [Line Items]
Debt instrument, basis spread on variable rate	0.50%
Secured debt \| Revolving credit facility \| Maximum \| Adjusted Term SOFR
Debt instrument [Line Items]
Debt instrument, basis spread on variable rate	2.50%
Secured debt \| Revolving credit facility \| Maximum \| Base rate
Debt instrument [Line Items]
Debt instrument, basis spread on variable rate	1.50%
Secured debt \| Amended Credit Agreement
Debt instrument [Line Items]
Debt covenants compliance, quarterly total net leverage ratio, initial maximum ratio level for increase in borrowing	3.00
Debt covenants compliance, quarterly total net leverage ratio, initial maximum ratio level	4.50
Secured debt \| Amended Credit Agreement \| Base rate option 2
Debt instrument [Line Items]
Debt instrument, basis spread on variable rate	50.00%
Secured debt \| Amended Credit Agreement \| Base rate option 3
Debt instrument [Line Items]
Debt instrument, basis spread on variable rate	1.00%
Secured debt \| Amended Credit Agreement \| Adjusted Term SOFR
Debt instrument [Line Items]
Debt instrument, basis spread on variable rate	0.10%
Secured debt \| Amended Credit Agreement \| Minimum \| Adjusted Term SOFR
Debt instrument [Line Items]
Debt instrument, interest rate, floor	0.00%
Secured debt \| Letter of credit \| Minimum
Debt instrument [Line Items]
Letters of credit fee, percentage	1.50%
Line of credit facility, unused capacity, commitment fee percentage	0.25%
Secured debt \| Letter of credit \| Maximum
Debt instrument [Line Items]
Letters of credit fee, percentage	2.50%
Line of credit facility, unused capacity, commitment fee percentage	0.40%
Secured debt \| Senior Secured Credit Facility
Debt instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 1,000,000,000
Long-term debt, maturity date					Apr. 16, 2026
Line of credit facility, maximum increase	$ 225,000,000
Secured debt \| Senior Secured Credit Facility \| Term loan A facility
Debt instrument [Line Items]
Debt instrument, face amount					$ 200,000,000
Secured debt \| Senior Secured Credit Facility \| Revolving credit facility
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
Secured debt \| Former Credit Facility
Debt instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 1,500,000,000

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

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

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

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

$ 5,486

$ 13,401

$ 74,823

Assets held for sale

Assets held for sale, impairment

123

Operating lease, right-of-use-asset

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

Operating lease assets, impairment

1,233

3,950

30,940

Property, fixtures and equipment, net

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

Fixed asset impairment

4,253

8,445

41,077

Goodwill and other assets

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

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

1,006

2,683

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

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

5,026

20,294

101,608

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

Carrying value measurement | Assets held for sale | Fair value, inputs, level 2 | Assets measured with impairment, year-to-date

^[1]

1,934

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

Carrying value measurement | Assets held for sale | Fair value, inputs, level 3 | Assets measured with impairment, year-to-date

^[1]

752

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

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

1,200

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

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

^[2]

2,219

8,647

72,615

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

Carrying value measurement | Property, fixtures and equipment, net | Fair value, inputs, level 2 | Assets measured with impairment, year-to-date

^[3]

11,647

26,311

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

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

1,400

2,200

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

Carrying value measurement | Goodwill and other assets | Fair value, inputs, level 2 | Assets measured with impairment, year-to-date

2,807

^[3]

10,207

24,085

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

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

^[4]

$ 0

$ 748

[1]	Carrying values measured using Level 3 inputs to estimate fair value totaled $1.2 million during 2020. All other assets were valued using Level 2 inputs. Third-party market appraisals or executed sales contracts (Level 2) and discounted cash flow models (Level 3) were used to estimate fair value.
[2]	Carrying values measured using discounted cash flow models (Level 3). Refer to Note 5 - Impairments and Exit Costs for a more detailed discussion of impairments.
[3]	Carrying values measured using Level 2 inputs to estimate fair value totaled $1.4 million and $2.2 million for 2021 and 2020, respectively. All other assets were valued using Level 3 inputs. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value. Refer to Note 5 - Impairments and Exit Costs for a more detailed discussion of impairments.
[4]	Other assets were generally measured using the quoted market value of comparable assets (Level 2).

Commitments and Contingencies (Purchase Obligations - Text) (Details) $ in Millions	12 Months Ended
	Dec. 25, 2022 USD ($) supplier	Dec. 26, 2021 USD ($)
Concentration Risk [Line Items]
Purchase obligations \| $	$ 226.6	$ 206.6
Long-term purchase commitment, period	3 years
Number of primary beef suppliers \| supplier	4
Minimum
Concentration Risk [Line Items]
Percentage of marketplace	80.00%
Minimum \| Beef \| Supplier concentration risk \| Cost of goods and service, segment benchmark
Concentration Risk [Line Items]
Concentration risk, percentage	95.00%

Stock-based and Deferred Compensation Plans (Restricted Stock Compensation) (Details) - USD ($)

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Dividends

$ 0

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

Weighted average grant date fair value for PSU/RSUs granted

^[1]

$ 21.59

$ 25.93

$ 16.66

Intrinsic value of RSUs vested

$ 9,070,000

$ 13,482,000

$ 8,183,000

Fair value of RSUs vested

8,025,000

9,434,000

8,973,000

Tax benefits for RSU/PSU compensation expense

1,113,000

$ 1,592,000

$ 1,614,000

Unrecognized RSU expense

$ 8,389,000

Remaining weighted average vesting period

1 year 9 months 18 days

Dividend yield

2.43%

2.11%

[1]	The weighted average dividend yield was 2.43% and 2.11% for 2022 and 2020, respectively. There were no dividends in 2021.

Income Taxes

12 Months Ended

Dec. 25, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The following table presents the domestic and foreign components of Income (loss) before provision (benefit) for income taxes for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Domestic	$	134,465	$	258,202	$	(206,941)
Foreign	17,442		(8,905)		(32,580)
Income (loss) before provision (benefit) for income taxes	$	151,907	$	249,297	$	(239,521)

Provision (benefit) for income taxes consisted of the following for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Current provision:
Federal	$	13,026	$	16,951	$	2,606
State	10,576		10,917		2,301
Foreign	5,354		1,862		2,623
	28,956		29,730		7,530
Deferred provision (benefit):
Federal	5,172		(2,057)		(66,498)
State	3,470		1,194		(12,527)
Foreign	5,106		(2,483)		(9,231)
	13,748		(3,346)		(88,256)
Provision (benefit) for income taxes	$	42,704	$	26,384	$	(80,726)

Effective Income Tax Rate - The reconciliation of income taxes calculated at the United States federal tax statutory rate to the Company’s effective income tax rate is as follows for the periods indicated:


	FISCAL YEAR
	2022		2021		2020 (1)
Income taxes at federal statutory rate	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal benefit	7.3		3.8		3.3
Non-deductible loss on 2025 Notes Partial Repurchase	18.0		—		—
Non-deductible expenses	2.8		2.3		(1.4)
Foreign tax rate differential	2.3		(0.2)		1.1
U.S. tax on foreign earnings - GILTI	1.6		—		—
Brazil tax legislation	0.2		—		—
Employment-related credits, net	(22.4)		(13.2)		9.9

Net changes in deferred tax valuation allowances	(2.8)		(0.7)		(0.6)
Tax settlements and related adjustments	(0.1)		(1.7)		0.1







Other, net	0.2		(0.7)		0.3
Total	28.1	%	10.6	%	33.7	%

________________

(1)Due to the pre-tax book loss, a positive percentage change in the effective income tax rate table reflects a favorable income tax benefit, whereas a negative percentage change in the effective income tax rate table reflects an unfavorable income tax expense.

The net increase in the effective income tax rate in 2022 as compared to 2021 was primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during 2022.

The net decrease in the effective income tax rate in 2021 as compared to 2020 was primarily due to the benefit of FICA tax credits on certain employees’ tips reducing the effective income tax rate in 2021 as a result of pre-tax book income as compared to increasing the effective income tax rate in 2020 as a result of pre-tax book loss.

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 Company has a blended federal and state statutory rate of approximately 26%. The effective income tax rate for 2022 was higher than the blended federal and state statutory rate primarily due to the non-deductible losses associated with the 2025 Notes Partial Repurchase recorded during 2022, partially offset by the benefit of FICA tax credits on certain employees’ tips. The effective income tax rate for 2021 was lower than the blended federal and state statutory rate primarily due to the benefit of FICA tax credits on certain employees’ tips.

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 was released during 2022.

Deferred Tax Assets and Liabilities - The income tax effects of temporary differences that give rise to significant portions of deferred income tax assets and liabilities are as follows as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Deferred income tax assets:
Operating lease liabilities	$	346,482	$	352,041

Insurance reserves	15,695		14,329
Unearned revenue	52,366		50,284
Deferred compensation	14,726		25,164

Net operating loss carryforwards	14,277		18,227
Federal tax credit carryforwards	165,411		146,734

Other, net (1)	12,248		21,222
Gross deferred income tax assets	621,205		628,001
Less: valuation allowance	(12,664)		(16,998)
Deferred income tax assets, net of valuation allowance	608,541		611,003
Deferred income tax liabilities:
Less: operating lease right-of-use asset basis differences	(284,701)		(290,697)
Less: property, fixtures and equipment basis differences	(63,344)		(48,284)
Less: intangible asset basis differences	(109,162)		(103,954)

Deferred income tax assets, net	$	151,334	$	168,068

Reported as:
Deferred income tax assets	$	153,118	$	168,068
Deferred income tax liabilities (included in Other long-term liabilities, net)	(1,784)		—
Net deferred tax assets	$	151,334	$	168,068

________________

(1)As of December 25, 2022 and December 26, 2021, the Company maintained deferred tax liabilities for state income taxes on historical foreign earnings of $0.3 million and $0.2 million, respectively.

As of December 25, 2022, valuation allowances against deferred tax assets in the U.S. and in certain foreign jurisdictions totaled $0.4 million and $12.3 million, respectively. The Company will maintain the valuation allowances in each applicable tax jurisdiction until it determines it is more likely than not the deferred tax assets will be realized. The net change in the deferred tax valuation allowance in 2022 is primarily attributable to net operating loss carryforwards in certain foreign jurisdictions with full valuation allowances recorded that expired or are no longer available to the Company and the release of the valuation allowance recorded against foreign tax credits that are now more likely than not to be realized.

The Company has considered the impact of the COVID-19 pandemic on the Company’s Brazilian operating subsidiary, including assessing the realizability of Brazilian deferred tax assets. As part of the Company’s evaluation of positive and negative evidence, management considered whether there has been cumulative income or loss in the past three years, the impact of non-deductible amounts, the scheduled reversal of deferred tax assets and liabilities, projected future taxable income and the state of the Company’s business in Brazil. As of December 25, 2022 and December 26, 2021, the Company has concluded that no valuation allowance is required against the deferred tax assets of its Brazilian operating subsidiary. Although management uses the best information available, it is reasonably possible that the estimates used by the Company could be materially different from the actual results. These differences could result in a material adjustment to the Company’s valuation allowance in a future reporting period.

In September 2022, the Company’s Brazilian subsidiary received a preliminary injunction authorizing it to benefit from the exemptions enacted by Law 14,148/2021 which provides for emergency and temporary actions that would grant certain industries a 100% exemption from income tax (IRPJ and CSLL) and federal value added taxes (PIS and COFINS) for a five-year period. 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 the exemptions under this legislation.

During the thirteen weeks ended December 25, 2022, the Company concluded that it is more likely than not eligible for benefits under this legislation. The Company will continue to evaluate and assess the exemptions, the status of its preliminary injunction and all other available evidence in future periods.

The benefits of the Brazil tax legislation include an increase in revenues as a result of not being required to remit certain PIS and COFINS during the exemption period. The increase in revenues is partially offset by higher costs in several financial statement line items that were previously reduced by PIS and COFINS tax credits that will not be generated during the exemption period. Benefits of this legislation also include a reduction in the Brazilian income tax rate from 34% to 0% for a period of five years on certain income earned in Brazil. Benefits began in the thirteen weeks ended December 25, 2022 and end in the first quarter of 2027 with a return to full statutory income tax rates. The Company’s 2022 Net income and Earnings per share were not materially impacted by the overall income tax impacts of the Brazil tax legislation which included revaluing Brazilian deferred tax assets and liabilities that are expected to reverse during the exemption period.

Undistributed Earnings - As of December 25, 2022, the Company had aggregate undistributed foreign earnings of approximately $23.2 million. These earnings may be repatriated to the U.S. without additional material U.S. federal income tax. These amounts are not considered indefinitely reinvested in the Company’s foreign subsidiaries.

The Company has not recorded a deferred tax liability on the financial statement carrying amount over the tax basis of its investments in foreign subsidiaries because the Company continues to assert that it is indefinitely reinvested in its underlying investments in foreign subsidiaries. The determination of any unrecorded deferred tax liability on this amount is not practicable due to the uncertainty of how these investments would be recovered.

Tax Carryforwards - The amount and expiration dates of tax loss carryforwards and credit carryforwards as of December 25, 2022 are as follows:


(dollars in thousands)	EXPIRATION DATE			AMOUNT
Federal tax credit carryforwards	2026	-	2042	$	177,676
Foreign loss carryforwards	2023	-	Indefinite	$	62,213
Foreign credit carryforwards	Indefinite			$	864

As of December 25, 2022, the Company had $175.5 million in general business tax credit carryforwards, which have a 20-year carryforward period and are utilized on a first-in, first-out basis. The Company currently expects to utilize these tax credit carryforwards within a 10-year period. However, the Company’s ability to utilize these tax credits could be adversely impacted by, among other items, a future “ownership change” as defined under Section 382 of the Internal Revenue Code.

Unrecognized Tax Benefits - As of December 25, 2022 and December 26, 2021, the liability for unrecognized tax benefits was $18.3 million and $19.2 million, respectively. Of the total amount of unrecognized tax benefits, including accrued interest and penalties, $17.9 million and $18.8 million, respectively, if recognized, would impact the Company’s effective income tax rate.

The following table summarizes the activity related to the Company’s unrecognized tax benefits for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Balance, beginning of the period	$	19,238	$	25,524	$	27,201
Additions for tax positions taken during a prior period	114		166		1,061
Reductions for tax positions taken during a prior period	(401)		(4,209)		(324)
Additions for tax positions taken during the current period	1,100		1,292		762

Settlements with taxing authorities	(375)		(2,674)		(1,290)
Lapses in the applicable statutes of limitations	(1,424)		(854)		(1,857)
Translation adjustments	6		(7)		(29)
Balance, end of the period	$	18,258	$	19,238	$	25,524

The Company had approximately $0.8 million and $0.9 million accrued for the payment of interest and penalties as of December 25, 2022 and December 26, 2021, respectively. The Company recognized immaterial interest and penalties related to uncertain tax positions in the Provision (benefit) for income taxes, for all periods presented.

In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by relevant taxable authorities. Based on the outcome of these examinations, or a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related recorded unrecognized tax benefits for tax positions taken on previously filed tax returns will change by approximately $1.0 million to $2.0 million within the next 12 months.

Open Tax Years - Following is a summary of the open audit years by jurisdiction as of December 25, 2022:


	OPEN AUDIT YEARS
United States - federal	2007	-	2021
United States - state	2009	-	2021
Foreign	2016	-	2021

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: 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(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Property, Plant and Equipment [Abstract]

Property, Fixtures and Equipment, Net (Tables)

12 Months Ended

Dec. 25, 2022

Schedule of property, fixtures and equipment, net

Estimated useful lives by major asset category are generally as follows:


Buildings (1)			5 to 30 years
Furniture and fixtures			5 to 7 years
Equipment			2 to 7 years

Computer equipment and software			2 to 7 years

____________________

(1)Includes improvements to leased properties which are depreciated over the shorter of their useful life or the reasonably certain lease term, including renewal periods that are reasonably certain.

Property, fixtures and equipment, net, consisted of the following as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Land	$	37,596	$	38,417
Buildings	1,223,403		1,167,811
Furniture and fixtures	489,895		460,768
Equipment	739,136		641,715
Construction in progress	41,723		47,822
Less: accumulated depreciation	(1,617,611)		(1,514,521)
	$	914,142	$	842,012

Schedule of other operating cost and expense, depreciation and repairs and maintenance expense

Depreciation and repair and maintenance expense are as follows for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Depreciation expense	$	163,445	$	157,386	$	173,342
Repair and maintenance expense	$	116,318	$	104,209	$	88,829

Commitments and Contingencies (Table)

12 Months Ended

Dec. 25, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum expected insurance payments

As of December 25, 2022, the future undiscounted payments the Company expects for workers’ compensation, general liability and health insurance claims are as follows:


(dollars in thousands)
2023	$	21,308
2024	11,826
2025	7,597
2026	4,058
2027	2,102
Thereafter	8,473
	$	55,364

Schedule of liability for unpaid claims and claims adjustment expense


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Undiscounted reserves	$	55,364	$	54,664
Discount (1)	(6,299)		(1,130)
Discounted reserves	$	49,065	$	53,534

Discounted reserves recognized on the Company’s Consolidated Balance Sheets:
Accrued and other current liabilities	$	20,932	$	22,017
Other long-term liabilities, net	28,133		31,517
	$	49,065	$	53,534

____________________

(1) Discount rates of 4.47% and 0.69% were used for December 25, 2022 and December 26, 2021, respectively.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Cash flows provided by operating activities:
Net income (loss)	$ 109,203	$ 222,913	$ (158,795)
Adjustments to reconcile Net income (loss) to cash provided by operating activities:
Depreciation and amortization	169,617	163,391	180,261
Amortization of debt discounts and issuance costs	3,538	4,494	10,142
Amortization of deferred gift card sales commissions	24,091	26,012	20,927
Provision for impaired assets and restaurant closings	5,964	13,737	76,354
Non-cash interest expense from terminated interest rate swaps	12,215	6,160	0
Non-cash operating lease costs	83,254	78,272	74,436
(Benefit) provision for expected credit losses and contingent lease liabilities	(1,117)	946	7,225
Inventory obsolescence and spoilage	0	0	10,169
Stock-based and other non-cash compensation expense	16,514	24,405	14,802
Deferred income tax expense (benefit)	13,748	(3,346)	(88,256)
Loss on extinguishment and modification of debt	107,630	2,073	237
Loss on fair value adjustment of derivatives, net	17,685	0	0
Other, net	3,186	(1,879)	(3,932)
Change in assets and liabilities:
Decrease (increase) in inventories	1,036	(18,210)	19,857
(Increase) decrease in other current assets	(40,370)	(58,397)	14,392
(Increase) decrease in other assets	(6,670)	(2,073)	3,688
Decrease in operating right-of-use assets, net	277	160	412
(Decrease) increase in accounts payable and accrued and other current liabilities	(40,679)	25,619	(61,638)
(Decrease) increase in unearned revenue	(4,638)	17,225	10,569
Decrease in operating lease liabilities	(82,540)	(90,387)	(50,626)
(Decrease) increase in other long-term liabilities	(1,022)	(8,660)	58,625
Net cash provided by operating activities	390,922	402,455	138,849
Cash flows used in investing activities:
Proceeds from disposal of property, fixtures and equipment	1,634	9,322	2,178
Proceeds received from company-owned life insurance	16,092	9,270	9,695
Capital expenditures	(219,691)	(122,830)	(87,842)
Other investments, net	827	(507)	(670)
Net cash used in investing activities	(201,138)	(104,745)	(76,639)
Cash flows used in financing activities:
Proceeds from issuance of long-term debt	0	200,000	0
Repayments of long-term debt and finance lease obligations	(196,447)	(431,166)	(26,326)
Proceeds from borrowings on revolving credit facilities	1,239,500	470,000	505,000
Repayments of borrowings on revolving credit facilities	(889,500)	(837,000)	(657,000)
Financing fees	(1,205)	(5,868)	(3,096)
Proceeds from issuance of senior notes	0	300,000	0
Issuance costs related to senior notes	0	(5,546)	(8,416)
Proceeds from issuance of convertible senior notes	0	0	230,000
Repurchase of convertible senior notes	(196,919)	0	0
Purchase of convertible note hedge	0	0	(66,240)
Proceeds from retirement of convertible senior note hedges	131,869	0	0
Proceeds from issuance of warrants	0	0	46,690
Payments for retirement of warrants	(114,825)	0	0
Proceeds (payments of taxes) from share-based compensation, net	12,955	9,850	(7)
Distributions to noncontrolling interests	(9,127)	(9,123)	(1,908)
Contributions from noncontrolling interests	1,382	1,347	451
Purchase of noncontrolling interests	(5,004)	(3)	(60)
Payments for partner equity plan	(9,292)	(9,910)	(16,906)
Repurchase of common stock	(109,152)	0	0
Cash dividends paid on common stock	(49,736)	0	(17,480)
Redemption of subsidiary preferred stock	0	0	(1,475)
Net cash used in financing activities	(195,501)	(317,419)	(16,773)
Effect of exchange rate changes on cash and cash equivalents	1,395	(1,642)	(2,174)
Net (decrease) increase in cash, cash equivalents and restricted cash	(4,322)	(21,351)	43,263
Cash, cash equivalents and restricted cash as of the beginning of the period	89,057	110,408	67,145
Cash, cash equivalents and restricted cash as of the end of the period	84,735	89,057	110,408
Supplemental disclosures of cash flow information:
Cash paid for interest	39,126	47,036	52,630
Cash paid for income taxes, net of refunds	35,450	36,336	8,415
Supplemental disclosures of non-cash investing and financing activities:
Leased assets obtained in exchange for new operating lease liabilities	54,271	43,363	19,451
Leased assets obtained in exchange for new finance lease liabilities	4,066	1,238	1,367
Increase in liabilities from the acquisition of property, fixtures and equipment	$ 12,762	$ 2,344	$ 1,152

Stock-based and Deferred Compensation Plans (Stock Option Activity - Table) (Details) - Stock options - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]

Outstanding as of December 26, 2021 (shares)

4,276,000

Exercised (shares)

(1,044,000)

Forfeited or expired (shares)

(44,000)

Outstanding as of December 25, 2022 (shares)

3,188,000

^[1]

4,276,000

Exercisable as of December 25, 2022 (shares)

3,149,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]

Outstanding as of December 26, 2021 (per share)

$ 20.42

Exercised (per share)

17.15

Forfeited or expired (per share)

24.89

Outstanding as of December 25, 2022 (per share)

21.43

$ 20.42

Exercisable as of December 25, 2022 (per share)

$ 21.46

Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term

4 years

4 years 8 months 12 days

Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average remaining contractual term

4 years

Outstanding intrinsic value

$ 3,337

$ 7,304

Exercisable intrinsic value

$ 3,244

Granted (shares)

[1]	No stock options were granted during 2022.

Goodwill and Intangible Assets, Net (Goodwill Rollforward - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021
Goodwill [Roll Forward]
Balance as of beginning of the year	$ 268,444	$ 271,164
Goodwill, translation adjustments	4,588	(2,720)
Balance as of end of the year	273,032	268,444
U.S. segment
Goodwill [Roll Forward]
Balance as of beginning of the year	170,657	170,657
Goodwill, translation adjustments	0	0
Balance as of end of the year	170,657	170,657
International segment
Goodwill [Roll Forward]
Balance as of beginning of the year	97,787	100,507
Goodwill, translation adjustments	4,588	(2,720)
Balance as of end of the year	$ 102,375	$ 97,787

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Revenue Recognition (Contract Assets and Liabilities Summary) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Revenue Recognition [Line Items]
Deferred gift card sales commissions	$ 17,755	$ 17,793	$ 19,300	$ 18,554
Unearned revenue	394,215	398,795
Deferred gift card revenue
Revenue Recognition [Line Items]
Unearned revenue	386,495	387,945	$ 373,048	$ 358,757
Other current assets, net
Revenue Recognition [Line Items]
Deferred gift card sales commissions	17,755	17,793
Unearned revenue
Revenue Recognition [Line Items]
Unearned revenue	394,215	398,795
Unearned revenue \| Deferred gift card revenue
Revenue Recognition [Line Items]
Unearned revenue	386,495	387,945
Unearned revenue \| Deferred loyalty revenue
Revenue Recognition [Line Items]
Unearned revenue	5,628	9,386
Unearned revenue \| Deferred franchise fees
Revenue Recognition [Line Items]
Unearned revenue	460	443
Unearned revenue \| Other
Revenue Recognition [Line Items]
Unearned revenue	1,632	1,021
Other long-term liabilities, net \| Deferred franchise fees
Revenue Recognition [Line Items]
Deferred franchise fees, noncurrent	$ 4,126	$ 4,280

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

2 Months Ended

12 Months Ended

May 25, 2022

Feb. 22, 2023

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Apr. 16, 2021

May 08, 2020

Finance lease liabilities

$ 5,976,000

$ 2,376,000

Less: unamortized debt discount and issuance costs

(6,493,000)

^[1]

(14,157,000)

Less: finance lease interest

(1,191,000)

(154,000)

Total debt, net

833,292,000

793,065,000

Long-Term Debt and Lease Obligation, Current

(1,636,000)

(10,958,000)

Long-term debt, net

831,656,000

782,107,000

Repayments of borrowings on revolving credit facility

889,500,000

837,000,000

$ 657,000,000

Senior Secured Credit Facility and 2025 Notes

Write off of deferred debt issuance cost

5,700,000

Revolving credit facility | Senior Secured Credit Facility | Subsequent event

Repayments of borrowings on revolving credit facility

$ 80,000,000

Secured debt | Senior Secured Credit Facility

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

430,000,000

275,000,000

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

$ 195,000,000

Secured debt | Revolving credit facility | Senior Secured Credit Facility

^[2]

1.60%

Line of credit facility, amount outstanding

$ 430,000,000

^[3]

$ 80,000,000

Secured debt | Revolving credit facility | Senior Secured Credit Facility | Weighted average

^[3]

3.75%

Convertible debt | 2025 Notes

^[3]

5.79%

$ 105,000,000

^[4]

$ 230,000,000

Debt instrument, interest rate, stated percentage

5.85%

13.73%

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, interest rate, stated percentage

$ 300,000,000

5.13%

5.125%

[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 2022. See Note 14 - Convertible Senior Notes for details regarding the partial repurchase of the 2025 Notes.
[2]	Interest rate represents the weighted average interest rate.
[3]	Interest rate represents the weighted average interest rate as of December 25, 2022 and the base rate option elected in anticipation of impending repayment as of December 26, 2021. Subsequent to December 25, 2022, the Company repaid $80.0 million on its revolving credit facility.
[4]	During 2022, the Company repurchased $125.0 million of the 2025 Notes. See Note 14 - Convertible Senior Notes for details regarding the 2025 Notes and related hedge and warrant transactions.

Derivative Instruments and Hedging Activities (Designated Hedges - Text) (Details) - Interest rate swap - Designated as hedging instrument	Dec. 09, 2021 USD ($) counterparty	Apr. 16, 2021 USD ($) counterparty	Oct. 25, 2018 USD ($) counterparty
Derivative [Line Items]
Derivative agreements, number of counterparties \| counterparty			12
Derivative, notional amount			$ 550,000,000
Derivative, maturity date			Nov. 30, 2022
Derivative, weighted-average fixed interest rate			3.04%
Contract termination
Derivative [Line Items]
Derivative agreements, number of counterparties \| counterparty	3	7
Derivative, notional amount	$ 150,000,000	$ 275,000,000
Payment for settlement of interest rate, cash flow hedge	4,100,000	13,300,000
Contract termination \| Interest expense
Derivative [Line Items]
Derivative, interest rate swaps, liabilities, fair value	$ 4,100,000	$ 13,400,000
London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Derivative, description of terms			one-month LIBOR

Other Assets, Net (Details) - USD ($)
$ in Thousands

Dec. 25, 2022

Dec. 26, 2021

Schedule of Other Assets, Net [Line Items]

Deferred debt issuance costs

^[1]

$ 5,505

$ 5,861

Liquor licenses

23,454

23,266

Other assets

25,399

18,573

Other assets, net

82,147

78,670

Accumulated amortization, deferred financing fees

10,100

8,500

Other assets, net

Schedule of Other Assets, Net [Line Items]

Company-owned life insurance

$ 27,789

$ 30,970

[1]	Net of accumulated amortization of $10.1 million and $8.5 million as of December 25, 2022 and December 26, 2021, respectively.

Income Taxes (Brazil Tax Legislation - Text) (Details)

1 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Income Taxes [Line Items]

Brazil tax legislation, percentage

0.20%

0.00%

Brazil | Secretariat of the Federal Revenue Bureau of Brazil

21.00%

^[1]

Income Taxes [Line Items]

Brazil tax legislation [Member] | Brazil | Secretariat of the Federal Revenue Bureau of Brazil

34.00%

Income Taxes [Line Items]

Brazil tax legislation, percentage

100.00%

Brazil tax legislation tax holiday, duration

5 years

Allowance for Expected Credit Losses

0.00%

[1]	Due to the pre-tax book loss, a positive percentage change in the effective income tax rate table reflects a favorable income tax benefit, whereas a negative percentage change in the effective income tax rate table reflects an unfavorable income tax expense.

Commitments and Contingencies (Insurance, Future Payments) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Commitments and Contingencies Disclosure [Abstract]
2023	$ 21,308
2024	11,826
2025	7,597
2026	4,058
2027	2,102
Thereafter	8,473
Total	$ 55,364	$ 54,664

Segment Reporting (Long-lived Assets by Geographic Area) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Segment reporting information [Line Items]
Long-lived assets	$ 996,289	$ 920,682
U.S. segment
Segment reporting information [Line Items]
Long-lived assets	891,379	831,634
Brazil
Segment reporting information [Line Items]
Long-lived assets	93,972	73,706
International - other
Segment reporting information [Line Items]
Long-lived assets	$ 10,938	$ 15,342

Allowance for Expected Credit Losses

12 Months Ended

Dec. 25, 2022

Credit Loss [Abstract]

The following table is a rollforward of the Company’s trade receivables allowance for expected credit losses for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Allowance for expected credit losses, beginning of the period	$	4,050	$	4,095	$	199
Adjustment for adoption of ASU No. 2016-13	—		—		1,018
Provision for expected credit losses (1)	1,547		64		3,472
Charge-off of accounts	(146)		(109)		(594)


Allowance for expected credit losses, end of the period	$	5,451	$	4,050	$	4,095

________________

The Company is also exposed to credit losses from off-balance sheet lease guarantees primarily related to the divestiture of certain formerly Company-owned restaurant sites. See Note 22 - Commitments and Contingencies for details regarding these lease guarantees.

Earnings (Loss) Per Share (2025 Notes Impact) (Details) - 2025 Notes - Convertible debt - $ / shares	Nov. 23, 2022	May 08, 2020
Debt instrument [Line Items]
Debt instrument, convertible, conversion price	$ 11.59	$ 11.89
Class of warrant or right, exercise price of warrants or rights	$ 16.23	$ 16.64

Leases (Tables)

12 Months Ended

Dec. 25, 2022

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	DECEMBER 25, 2022		DECEMBER 26, 2021
Operating lease right-of-use assets	Operating lease right-of-use assets	$	1,103,083	$	1,130,873
Finance lease right-of-use assets (1)	Property, fixtures and equipment, net	4,679		2,074


Total lease assets, net		$	1,107,762	$	1,132,947

Current operating lease liabilities (2)	Accrued and other current liabilities	$	183,510	$	177,028
Current finance lease liabilities	Current portion of long-term debt	1,636		958
Non-current operating lease liabilities (2)	Non-current operating lease liabilities	1,148,379		1,178,998
Non-current finance lease liabilities	Long-term debt, net	3,149		1,264
Total lease liabilities		$	1,336,674	$	1,358,248

________________

(1)Net of accumulated amortization of $3.6 million and $3.3 million as December 25, 2022 and December 26, 2021, respectively.

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 (Loss) for the periods indicated:


	CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) CLASSIFICATION	FISCAL YEAR
(dollars in thousands)		2022		2021		2020
Operating leases (1)	Other restaurant operating	$	182,091	$	178,733	$	178,740
Variable lease cost (2)	Other restaurant operating	6,508		4,350		(2,326)
Finance leases:
Amortization of leased assets	Depreciation and amortization	1,420		1,079		1,248
Interest on lease liabilities	Interest expense, net	172		129		160
Sublease revenue	Franchise and other revenues	(9,016)		(9,396)		(3,121)
Lease costs, net		$	181,175	$	174,895	$	174,701

________________

(2)Includes COVID-19-related rent abatements for 2021 and 2020.

Lessee, operating lease, liability, maturity

As of December 25, 2022, future minimum lease payments and sublease revenues under non-cancelable leases are as follows:


(dollars in thousands)	OPERATING LEASES (1)		FINANCE LEASES		SUBLEASE REVENUES
2023 (2)	$	190,933	$	1,674	$	(5,552)
2024	192,371		1,275		(5,782)
2025	179,377		821		(5,518)
2026	171,279		426		(5,514)
2027	165,906		338		(5,617)
Thereafter	1,407,054		1,442		(40,598)
Total minimum lease payments (receipts) (3)	2,306,920		5,976		$	(68,581)
Less: Interest	(974,623)		(1,191)
Present value of future lease payments	$	1,332,297	$	4,785

____________________

(1)Includes immaterial current and non-current COVID-19-related deferred rent accruals as of December 25, 2022.

(2)Net of operating lease prepaid rent of $4.6 million.

(3)Includes $919.7 million related to operating lease renewal options that are reasonably certain of exercise and excludes $172.9 million of signed operating leases that have not yet commenced.

Finance lease, liability, maturity

As of December 25, 2022, future minimum lease payments and sublease revenues under non-cancelable leases are as follows:


(dollars in thousands)	OPERATING LEASES (1)		FINANCE LEASES		SUBLEASE REVENUES
2023 (2)	$	190,933	$	1,674	$	(5,552)
2024	192,371		1,275		(5,782)
2025	179,377		821		(5,518)
2026	171,279		426		(5,514)
2027	165,906		338		(5,617)
Thereafter	1,407,054		1,442		(40,598)
Total minimum lease payments (receipts) (3)	2,306,920		5,976		$	(68,581)
Less: Interest	(974,623)		(1,191)
Present value of future lease payments	$	1,332,297	$	4,785

____________________

(1)Includes immaterial current and non-current COVID-19-related deferred rent accruals as of December 25, 2022.

(2)Net of operating lease prepaid rent of $4.6 million.

(3)Includes $919.7 million related to operating lease renewal options that are reasonably certain of exercise and excludes $172.9 million of signed operating leases that have not yet commenced.

Lessee, weighted average remaining lease term and weighted average discount rate

The following table is a summary of the weighted average remaining lease terms and weighted average discount rates of the Company’s leases as of the periods indicated:


	DECEMBER 25, 2022		DECEMBER 26, 2021
Weighted average remaining lease term (1):
Operating leases	13.2 years		13.7 years
Finance leases	5.4 years		2.8 years
Weighted average discount rate (2):
Operating leases	8.44	%	8.42	%
Finance leases	6.63	%	5.01	%

____________________

(1)Includes lease renewal options that are reasonably certain of exercise.

(2)Based on the Company’s incremental borrowing rate at lease commencement or lease remeasurement.

Cash flow, operating activities, lessee

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:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020

Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities	$	193,822	$	205,253	$	177,961

Schedule of property subject to or available for operating leases

The following table is a summary of assets leased to third parties as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Land	$	4,906	$	5,021

Buildings	$	4,289	$	4,987
Less: accumulated depreciation	(3,298)		(3,746)
Buildings, net	$	991	$	1,241

Income Taxes (Deferred Tax Assets and Liabilities - Table) (Details) - USD ($)
$ in Thousands

Dec. 25, 2022

Dec. 26, 2021

Deferred income tax assets:

Operating lease liabilities

$ 346,482

$ 352,041

Insurance reserves

15,695

14,329

Unearned revenue

52,366

50,284

Deferred compensation

14,726

25,164

Net operating loss carryforwards

14,277

18,227

Federal tax credit carryforwards

165,411

146,734

Other, net

^[1]

12,248

21,222

Gross deferred income tax assets

621,205

628,001

Less: valuation allowance

(12,664)

(16,998)

Deferred income tax assets, net of valuation allowance

608,541

611,003

Deferred income tax liabilities:

Less: operating lease right-of-use asset basis differences

(284,701)

(290,697)

Less: property, fixtures and equipment basis differences

(63,344)

(48,284)

Less: intangible asset basis differences

(109,162)

(103,954)

Deferred income tax assets, net

151,334

168,068

Deferred income tax assets, net

153,118

168,068

Deferred income tax liabilities, net

(1,784)

Deferred tax liabilities, undistributed foreign earnings

$ 300

$ 200

[1]	As of December 25, 2022 and December 26, 2021, the Company maintained deferred tax liabilities for state income taxes on historical foreign earnings of $0.3 million and $0.2 million, respectively.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 25, 2022

Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation - The Company’s consolidated financial statements include the accounts and operations of Bloomin’ Brands and its subsidiaries.

Principles of consolidation

Principles of Consolidation - All intercompany accounts and transactions have been eliminated in consolidation.

Fiscal year

Use of estimates

Cash and cash equivalents

Restricted cash

Restricted Cash - From time to time, the Company may have short-term restricted cash balances consisting of amounts pledged for settlement of deferred compensation plan obligations.

Concentration of credit risk

Concentration of counterparty risk

Allowance for expected credit losses

In instances where there is no established loss history, S&P speculative-grade default rates are utilized as an estimated expected credit loss rate.

Off-balance-sheet credit exposure

Fair value


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

Inventories

Inventories - Inventories consist of food and beverages and are stated at the lower of cost (first-in, first-out) or net realizable value.

Property, fixtures and equipment


Buildings (1)			5 to 30 years
Furniture and fixtures			5 to 7 years
Equipment			2 to 7 years

Computer equipment and software			2 to 7 years

____________________

(1)Includes improvements to leased properties which are depreciated over the shorter of their useful life or the reasonably certain lease term, including renewal periods that are reasonably certain.

Goodwill and intangible assets

Derivatives

Deferred debt issuance costs

reduction of the right-of-use asset and amortized on a straight-line basis over the term of the lease as a reduction of rent expense.

Pre-opening expenses

Consideration received from vendors

Impairment of long-lived assets and costs associated with exit activities

Advertising costs

Legal costs

Research and development expenses

Partner compensation

Basic and diluted earnings (loss) per share

Stock-based Compensation - Stock-based compensation awards are measured at fair value at the date of grant and expensed over their vesting or service periods. Stock-based compensation expense is recognized only for those awards expected to vest. The expense, net of forfeitures, is recognized using the straight-line method. Forfeitures of share-based compensation awards are recognized as they occur.Beginning in 2021, performance-based share units (“PSUs”) issued by the Company include a relative total shareholder return (“Relative TSR”) modifier to the final payout outcome, which can adjust the payout percentage based on the achieved performance metric. The Relative TSR is measured by comparing the Company’s Relative TSR to that of the constituents of the S&P 1500 Restaurants index.

Basic and Diluted Earnings (Loss) per Share - The Company computes basic earnings (loss) per share based on the weighted average number of common shares that were outstanding during the period. Except where the result would be antidilutive, diluted earnings per share includes the dilutive effect of common stock equivalents, consisting of stock options, restricted stock units, performance-based share units and warrants, measured using the treasury stock method, and the Company’s convertible senior notes, measured using the if-converted method. PSUs are considered dilutive when the related performance criterion has been met. The Company has provided the trustee of the Company’s convertible senior notes due 2025 (the “2025 Notes”) notice of its irrevocable election under the 2025 Notes indenture to settle the principal portion of the 2025 Notes upon conversion in cash and any excess in shares. As a result, only the amounts in excess of the principal amount, if applicable, are considered in diluted earnings per share.

Foreign currency translation and transactions

Foreign Currency Translation and Transactions - For non-U.S. operations, the functional currency is the local currency. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date with the translation adjustments recorded in Accumulated other comprehensive loss in the Company’s Consolidated Statements of Changes in Stockholders’ Equity. Results of operations are translated using the average exchange rates for the reporting period. Foreign currency exchange transaction losses are recorded in General and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).

Income taxes

Recently adopted financial accounting standards


ADJUSTMENT	CONSOLIDATED BALANCE SHEET CLASSIFICATION	AMOUNT (in millions)
Deferred tax impact of cumulative-effect adjustment	Deferred income tax assets, net	$	14.9
Debt discount reclassification	Long-term debt, net	$	59.9
Equity issuance costs reclassification	Long-term debt, net	$	(2.1)
Debt discount amortization reclassification, net of tax	Accumulated deficit	$	4.4
Reversal of separated equity component, net of tax	Additional paid-in capital	$	(47.3)

After adopting ASU No. 2020-06, the 2025 Notes are reflected entirely as a liability since the embedded conversion feature is no longer separately presented within stockholders’ equity.

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

COVID-19 (Details) - USD ($)

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Unusual or Infrequent Item, or Both [Line Items]

Inventory obsolescence and spoilage

$ 0

$ 10,169,000

Allowance for expected credit losses

1,547,000

64,000

$ 3,472,000

^[1]

Impairment, long-lived asset, held-for-use, statement of income or comprehensive income [Extensible Enumeration]

Provision for impaired assets and restaurant closings

Costs and expenses

4,086,087,000

3,813,427,000

$ 3,345,534,000

Government assistance, statement of income or comprehensive income [Extensible Enumeration]

Labor and other related

Provision for impaired assets and restaurant closings

Unusual or Infrequent Item, or Both [Line Items]

Goodwill and other impairment

5,486,000

13,401,000

$ 74,823,000

COVID-19 pandemic

Unusual or Infrequent Item, or Both [Line Items]

Costs and expenses

124,508,000

COVID-19 pandemic | COVID-19-related employee retention

Unusual or Infrequent Item, or Both [Line Items]

Government assistance, amount

19,600,000

COVID-19 pandemic | Paycheck Protection Program loans

Unusual or Infrequent Item, or Both [Line Items]

Government assistance, amount

$ 0

COVID-19 pandemic | Property, fixtures and equipment, net

Unusual or Infrequent Item, or Both [Line Items]

Fixed asset impairment

^[2]

34,423,000

COVID-19 pandemic | Food and beverage costs

Unusual or Infrequent Item, or Both [Line Items]

Inventory obsolescence and spoilage

10,450,000

COVID-19 pandemic | Labor and other related

Unusual or Infrequent Item, or Both [Line Items]

Compensation for idle employees

^[3]

29,993,000

COVID-19 pandemic | Other restaurant operating

Unusual or Infrequent Item, or Both [Line Items]

Other operating charges

3,219,000

COVID-19 pandemic | General and administrative

Unusual or Infrequent Item, or Both [Line Items]

Other operating charges

2,719,000

Allowance for expected credit losses

^[4]

3,334,000

COVID-19 pandemic | General and administrative | Property lease guarantee

Unusual or Infrequent Item, or Both [Line Items]

Lease guarantee contingent liabilities

^[5]

4,188,000

COVID-19 pandemic | Provision for impaired assets and restaurant closings

Unusual or Infrequent Item, or Both [Line Items]

Right-of-use asset impairment

^[2]

32,992,000

COVID-19 pandemic | Provision for impaired assets and restaurant closings | Goodwill and other assets

Unusual or Infrequent Item, or Both [Line Items]

Goodwill and other impairment

^[6]

$ 3,190,000

[1]	In March 2020, the Company fully reserved substantially all of its outstanding franchise receivables in response to the economic impact of the COVID-19 pandemic. See Note 3 - COVID-19 for details regarding the impact of the COVID-19 pandemic on the Company’s financial results.
[2]	Includes impairments resulting from the remeasurement of assets utilizing projected future cash flows revised for then-current economic conditions, restructuring charges, the closure of certain restaurants and in connection with the Out West Resolution Agreement. See Note 5 - Impairments and Exit Costs and Note 4 - Revenue Recognition, for details regarding COVID-19 Restructuring costs and the Out West Resolution Agreement, respectively.
[3]	Represents relief pay for U.S. hourly employees impacted by the closure of dining rooms, net of employee retention tax credits earned. See COVID-19 Government Assistance below for further discussion regarding employee retention credits earned.
[4]	Includes additional reserves to reflect an increase in expected credit losses, primarily related to franchise receivables.
[5]	Represents additional contingent liabilities recorded for lease guarantees related to certain former restaurant locations now operated by franchisees or other third parties.
[6]	Includes impairment of goodwill for the Company’s Hong Kong subsidiary. See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

Income Taxes (Components of Income Before Provision - Table) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Income Tax Disclosure [Abstract]
Domestic	$ 134,465	$ 258,202	$ (206,941)
Foreign	17,442	(8,905)	(32,580)
Income (loss) before provision (benefit) for income taxes	$ 151,907	$ 249,297	$ (239,521)

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Other Assets, Net

12 Months Ended

Dec. 25, 2022

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Other Assets, Net

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


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Company-owned life insurance	$	27,789	$	30,970
Deferred debt issuance costs (1)	5,505		5,861
Liquor licenses	23,454		23,266
Other assets	25,399		18,573
	$	82,147	$	78,670

________________

(1)Net of accumulated amortization of $10.1 million and $8.5 million as of December 25, 2022 and December 26, 2021, respectively.

Audit Information	12 Months Ended
Audit Information	Dec. 25, 2022
Audit Information [Abstract]
Auditor firm ID	238
Auditor name	PricewaterhouseCoopers LLP
Auditor location	Tampa, Florida

Fair Value Measurements (Fair Value Measurements on a Recurring Basis - Table) (Details) - USD ($) $ in Thousands	Dec. 25, 2022	Dec. 26, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued and other current liabilities	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	$ 8,087	$ 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	3,301	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	4,786	9,039
Restricted cash and cash equivalents, fair value disclosure	0	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	8,087	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	3,301	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	4,786	9,039
Restricted cash and cash equivalents, fair value disclosure	$ 0	$ 1,472

Summary of Significant Accounting Policies (Research and Development Expenses) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
General and administrative
Schedule of research and development expense [Line Items]
Research and development expense	$ 2.7	$ 2.6	$ 2.4

Impairments and Exit Costs (Provision for Impaired Assets and Restaurant Closings) (Details) - USD ($)

3 Months Ended

12 Months Ended

Jun. 26, 2022

Jun. 27, 2021

Jun. 28, 2020

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Provision for impaired assets and restaurant closings

$ 5,964,000

$ 13,737,000

$ 76,354,000

Goodwill, impairment loss

$ 0

International segment

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Goodwill, impairment loss

2,000,000

Provision for impaired assets and restaurant closings

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Restaurant closure charges (benefits)

5,486,000

13,401,000

74,823,000

478,000

336,000

1,531,000

Provision for impaired assets and restaurant closings | Corporate

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Provision for impaired assets and restaurant closings | U.S. segment

7,000

270,000

6,226,000

^[1]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Restaurant closure charges (benefits)

3,942,000

11,945,000

65,129,000

^[2]

478,000

422,000

1,358,000

^[2]

Provision for impaired assets and restaurant closings | International segment

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Restaurant closure charges (benefits)

1,537,000

1,186,000

3,468,000

^[2],[3]

$ 0

$ (86,000)

$ 173,000

^[2]

[1]	Corporate impairment charges during 2020 primarily relate to transformational initiatives.
[2]	U.S. and international impairment and closure charges during 2020 primarily relate to the COVID-19 pandemic, including charges related to the COVID-19 Restructuring discussed below and the Out West Resolution Agreement. See Note 3 - COVID-19 for details regarding the impact of the COVID-19 pandemic on the Company’s financial results.
[3]	Includes goodwill impairment charges of $2.0 million during 2020. See Note 10 - Goodwill and Intangible Assets, Net for details regarding impairment of goodwill.

Segment Reporting

12 Months Ended

Dec. 25, 2022

Segment Reporting [Abstract]

Segment Reporting

The Company considers each of its restaurant concepts and international markets as operating segments, which reflects how the Company manages its business, reviews operating performance and allocates resources. Resources are allocated and performance is assessed by the Company’s Chief Executive Officer, whom the Company has determined to be its Chief Operating Decision Maker. The Company aggregates its operating segments into two reportable segments, U.S. and international. The U.S. segment includes all restaurants operating in the U.S. while restaurants operating outside the U.S. are included in the international segment.

The following is a summary of reporting segments as of December 25, 2022:

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. Revenues for all segments include only transactions with customers and exclude intersegment revenues. Excluded from Income (loss) 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:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Total revenues
U.S.	$	3,911,870	$	3,759,981	$	2,885,542
International	504,638		362,404		285,019
Total revenues	$	4,416,508	$	4,122,385	$	3,170,561

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Segment income (loss) from operations
U.S.	$	407,860	$	443,887	$	(1,630)
International	57,333		16,657		(13,479)
Total segment income (loss) from operations	465,193		460,544		(15,109)
Unallocated corporate operating expense (1)	(134,772)		(151,586)		(159,864)
Total income (loss) from operations	330,421		308,958		(174,973)
Loss on extinguishment and modification of debt	(107,630)		(2,073)		(237)
Loss on fair value adjustment of derivatives, net	(17,685)		—		—
Other (expense) income, net	(23)		26		131
Interest expense, net	(53,176)		(57,614)		(64,442)
Income (loss) before provision (benefit) for income taxes	$	151,907	$	249,297	$	(239,521)

____________________

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Depreciation and amortization
U.S.	$	139,170	$	134,243	$	144,298
International	23,397		22,649		23,723
Corporate	7,050		6,499		12,240
Total depreciation and amortization	$	169,617	$	163,391	$	180,261

The following table is a summary of capital expenditures by segment for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Capital expenditures
U.S.	$	196,163	$	103,303	$	64,516
International	28,647		14,074		18,542
Corporate	11,709		9,035		5,936
Total capital expenditures	$	236,519	$	126,412	$	88,994

The following table sets forth Total assets by segment as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Assets
U.S.	$	2,669,953	$	2,626,808
International	400,052		383,075
Corporate	250,420		284,388
Total assets	$	3,320,425	$	3,294,271

Geographic areas — International assets are defined as assets residing in a country other than the U.S. The following table details long-lived assets, excluding goodwill, operating lease right-of-use assets, intangible assets and deferred tax assets, by major geographic area as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
U.S.	$	891,379	$	831,634
International
Brazil	93,972		73,706
Other	10,938		15,342
Total long-lived assets	$	996,289	$	920,682


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
U.S.	$	3,911,870	$	3,759,981	$	2,885,542
International
Brazil	448,411		297,167		222,283
Other	56,227		65,237		62,736
Total revenues	$	4,416,508	$	4,122,385	$	3,170,561

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

Derivative, interest rate swaps, liabilities, fair value

Summary of Significant Accounting Policies (Leases) (Details)	Dec. 25, 2022
Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	1 year
Lessee, operating lease, renewal term	5 years
Maximum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	20 years
Lessee, operating lease, renewal term	30 years

Derivative Instruments and Hedging Activities (Fair Value of Interest Rate Swaps - Table) (Details) - Interest rate swap - Designated as hedging instrument - Accrued and other current liabilities
$ in Thousands

Dec. 26, 2021

USD ($)

Derivative [Line Items]

$ 3,056

^[1]

Accrued interest

$ 276

[1]	See Note 19 - Fair Value Measurements for fair value discussion of the interest rate swaps.

Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 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 19 - Fair Value Measurements for fair value discussion of the interest rate swaps.

Schedule of derivatives instruments statements of financial performance and financial position, location

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


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Interest rate swap agreements:
Interest rate swap expense recognized in Interest expense, net	$	(1,284)	$	(9,951)	$	(13,370)
Income tax benefit recognized in Provision (benefit) for income taxes	330		2,559		3,447
Net effects of interest rate swap agreements	$	(954)	$	(7,392)	$	(9,923)
Terminated interest rate swap agreements:
Terminated interest rate swap expense recognized in Interest expense, net	$	(12,115)	$	(6,160)	$	—
Income tax benefit recognized in Provision (benefit) for income taxes	3,133		1,584		—
Net effects of terminated interest rate swap agreements	$	(8,982)	$	(4,576)	$	—
Total net effects on Net income (loss)	$	(9,936)	$	(11,968)	$	(9,923)

Income Taxes (Blended Rate - Narrative) (Details)	12 Months Ended
Income Taxes (Blended Rate - Narrative) (Details)	Dec. 25, 2022
Income Tax Disclosure [Abstract]
Blended federal and state statutory income tax rate	26.00%

Accrued and Other Current Liabilities

12 Months Ended

Dec. 25, 2022

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Accrued rent and current operating lease liabilities	$	187,136	$	181,636
Accrued payroll and other compensation (1)	84,075		105,095
Accrued insurance	20,932		22,017
Other current liabilities	107,158		98,146
	$	399,301	$	406,894

________________

(1)During 2022, accrued payroll and other compensation decreased primarily due to payment of deferred compensation obligations and a decrease in incentive compensation.

Income Taxes (Unrecognized Tax Benefits - Text) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
Income Tax Contingency [Line Items]
Unrecognized tax benefits	$ 18,258	$ 19,238	$ 25,524	$ 27,201
Portion of unrecognized tax benefits, including accrued interest and penalties, that if recognized, would impact the effective tax rate	17,900	18,800
Unrecognized tax benefits, income tax penalties and interest accrued	800	900
Unrecognized tax benefits, increase resulting from prior period tax positions	114	$ 166	$ 1,061
Minimum
Income Tax Contingency [Line Items]
Unrecognized tax benefits, increase resulting from prior period tax positions	1,000
Maximum
Income Tax Contingency [Line Items]
Unrecognized tax benefits, increase resulting from prior period tax positions	$ 2,000

Stockholders' Equity (OCL - Table) (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 25, 2022

Dec. 26, 2021

Dec. 27, 2020

Accumulated other comprehensive loss [Line Items]

Unrealized gain (loss) on derivatives, net of tax

$ 573

$ 86

$ (14,741)

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

954

7,392

9,923

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

8,982

4,576

Other comprehensive income (loss) attributable to Bloomin' Brands

20,778

5,457

(42,334)

Bloomin' Brands

Accumulated other comprehensive loss [Line Items]

Foreign currency translation adjustment

10,169

(6,597)

(36,852)

Unrealized gain (loss) on derivatives, net of tax

573

(14,741)

^[1]

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

^[2]

954

7,392

9,923

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

^[2]

8,982

4,576

Total gain (loss) on derivatives, net of tax

10,509

12,054

(4,818)

Other comprehensive income (loss) attributable to Bloomin' Brands

$ 20,678

$ 5,457

(41,670)

Other comprehensive income (loss) before reclassifications, tax

$ (5,100)

[1]	Unrealized loss on derivatives during 2020 is net of tax of $5.1 million.
[2]	See Note 17 - Derivative Instruments and Hedging Activities for the tax impact of reclassifications and the terminated swaps.

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Schedule of accrued and other current liabilities

Accrued and Other Current Liabilities (Tables)

12 Months Ended

Dec. 25, 2022

Payables and Accruals [Abstract]

Accrued and other current liabilities consisted of the following as of the periods indicated:


(dollars in thousands)	DECEMBER 25, 2022		DECEMBER 26, 2021
Accrued rent and current operating lease liabilities	$	187,136	$	181,636
Accrued payroll and other compensation (1)	84,075		105,095
Accrued insurance	20,932		22,017
Other current liabilities	107,158		98,146
	$	399,301	$	406,894

________________

(1)During 2022, accrued payroll and other compensation decreased primarily due to payment of deferred compensation obligations and a decrease in incentive compensation.

Earnings (Loss) Per Share (Antidilutive Securities) (Details) - shares shares in Thousands	12 Months Ended
	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of earnings (loss) per share (in shares)	1,849	751	5,155
Nonvested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of earnings (loss) per share (in shares)	192	128	682
Nonvested performance-based share units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the computation of earnings (loss) per share (in shares)	461	377	514

Fair Value Measurements

12 Months Ended

Dec. 25, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

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:


	DECEMBER 25, 2022				DECEMBER 26, 2021
(dollars in thousands)	TOTAL		LEVEL 1			TOTAL		LEVEL 1		LEVEL 2
Assets:
Cash equivalents:
Fixed income funds	$	3,301	$	3,301		$	6,714	$	6,714	$	—
Money market funds	4,786		4,786			9,039		9,039		—
Restricted cash equivalents:

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




Total asset recurring fair value measurements	$	8,087	$	8,087		$	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						Historically, the Company’s derivative instruments included interest rate swaps. Fair value measurements were based on the contractual terms of the derivatives and used observable market-based inputs. The interest rate swaps were 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 considered its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of December 26, 2021, the Company determined that the credit valuation adjustments were 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 periods indicated:


	2022				2021				2020
(dollars in thousands)	REMAINING CARRYING VALUE		TOTAL IMPAIRMENT		REMAINING CARRYING VALUE		TOTAL IMPAIRMENT		REMAINING CARRYING VALUE		TOTAL IMPAIRMENT
Assets held for sale (1)	$	—	$	—	$	—	$	—	$	1,934	$	123
Operating lease right-of-use assets (2)	2,219		1,233		8,647		3,950		72,615		30,940
Property, fixtures and equipment (3)	2,807		4,253		11,647		8,445		26,311		41,077
Goodwill and other assets (4)	—		—		—		1,006		748		2,683
	$	5,026	$	5,486	$	20,294	$	13,401	$	101,608	$	74,823

________________

(1)Carrying values measured using Level 3 inputs to estimate fair value totaled $1.2 million during 2020. All other assets were valued using Level 2 inputs. Third-party market appraisals or executed sales contracts (Level 2) and discounted cash flow models (Level 3) were used to estimate fair value.

(2)Carrying values measured using discounted cash flow models (Level 3). Refer to Note 5 - Impairments and Exit Costs for a more detailed discussion of impairments.

(3)Carrying values measured using Level 2 inputs to estimate fair value totaled $1.4 million and $2.2 million for 2021 and 2020, respectively. All other assets were valued using Level 3 inputs. Third-party market appraisals (Level 2) and discounted cash flow models (Level 3) were used to estimate the fair value. Refer to Note 5 - Impairments and Exit Costs for a more detailed discussion of impairments.

(4)Other assets were generally measured using the quoted market value of comparable assets (Level 2).

See Note 5 - Impairments and Exit Costs for information regarding impairment charges resulting from the fair value measurement performed on a nonrecurring basis during 2020. Projected future cash flows, including discount rate and growth rate assumptions, are derived from then-current economic conditions, expectations of management and projected trends of current operating results. As a result, the Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs that fall within Level 3 of the fair value hierarchy.

In assessment of impairment for operating locations, the Company determined the fair values of individual operating locations using an income approach, which required discounting projected future cash flows. When determining the stream of projected future cash flows associated with an individual operating location, management made assumptions, including highest and best use and inputs from restaurant operations, where necessary, and about key variables including the following unobservable inputs: revenue growth rates, controllable and uncontrollable expenses, and asset residual values. In order to calculate the present value of those future cash flows, the Company discounted cash flow estimates at its weighted average cost of capital applicable to the country in which the measured assets reside.

The following table presents quantitative information related to certain unobservable inputs used in the Company’s Level 3 fair value measurements of Operating lease right-of-use assets and Property, fixtures and equipment for the impairment losses incurred during the period indicated:


			FISCAL YEAR
UNOBSERVABLE INPUTS	2020
Weighted average cost of capital	10.4%	to	11.3%
Long-term growth rate			1.5%	to	2.0%

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:


	DECEMBER 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	$	430,000	$	430,000		$	80,000	$	76,926



2025 Notes	$	105,000	$	198,843		$	230,000	$	447,615
2029 Notes	$	300,000	$	260,265		$	300,000	$	304,395

Schedule of assets and liabilities measured at fair value on a recurring basis

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

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 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 outstanding (in shares)	0	0
Preferred stock, shares issued (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)	87,696,200	89,252,823
Common stock, shares outstanding (in shares)	87,696,200	89,252,823

Summary of Significant Accounting Policies (Recently Issued Financial Accounting Standards) (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 28, 2020	Dec. 25, 2022	Dec. 26, 2021	Dec. 27, 2020	Dec. 29, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred tax impact of cumulative-effect adjustment		$ 608,541	$ 611,003
Reversal of separated equity component, net of tax		(273,909)	(222,850)	$ (10,957)	$ (177,481)
Cumulative-effect from a change in accounting principle
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reversal of separated equity component, net of tax				42,953	4,292
2025 Notes \| Convertible debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt discount amortization reclassification, net of tax		0	0	(6,275)
Accounting standards updated 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred tax impact of cumulative-effect adjustment	$ 14,900
Accounting standards updated 2020-06 \| Additional paid-in capital \| Cumulative-effect from a change in accounting principle
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reversal of separated equity component, net of tax	(47,300)
Accounting standards updated 2020-06 \| 2025 Notes \| Convertible debt \| Long-term debt, net
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt discount reclassification	59,900
Equity issuance costs reclassification	(2,100)
Accounting standards updated 2020-06 \| 2025 Notes \| Convertible debt \| Retained earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt discount amortization reclassification, net of tax	$ 4,400
Retained earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reversal of separated equity component, net of tax		$ 706,109	$ 698,171	918,096	755,089
Retained earnings \| Cumulative-effect from a change in accounting principle
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reversal of separated equity component, net of tax				$ (4,370)	$ 4,292

Fair Value Measurements (Tables)

12 Months Ended

Dec. 25, 2022

Fair Value Disclosures [Abstract]

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:


	DECEMBER 25, 2022				DECEMBER 26, 2021
(dollars in thousands)	TOTAL		LEVEL 1			TOTAL		LEVEL 1		LEVEL 2
Assets:
Cash equivalents:
Fixed income funds	$	3,301	$	3,301		$	6,714	$	6,714	$	—
Money market funds	4,786		4,786			9,039		9,039		—
Restricted cash equivalents:

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




Total asset recurring fair value measurements	$	8,087	$	8,087		$	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						Historically, the Company’s derivative instruments included interest rate swaps. Fair value measurements were based on the contractual terms of the derivatives and used observable market-based inputs. The interest rate swaps were 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 considered its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of December 26, 2021, the Company determined that the credit valuation adjustments were 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 periods indicated:


	2022				2021				2020
(dollars in thousands)	REMAINING CARRYING VALUE		TOTAL IMPAIRMENT		REMAINING CARRYING VALUE		TOTAL IMPAIRMENT		REMAINING CARRYING VALUE		TOTAL IMPAIRMENT
Assets held for sale (1)	$	—	$	—	$	—	$	—	$	1,934	$	123
Operating lease right-of-use assets (2)	2,219		1,233		8,647		3,950		72,615		30,940
Property, fixtures and equipment (3)	2,807		4,253		11,647		8,445		26,311		41,077
Goodwill and other assets (4)	—		—		—		1,006		748		2,683
	$	5,026	$	5,486	$	20,294	$	13,401	$	101,608	$	74,823

________________

(2)Carrying values measured using discounted cash flow models (Level 3). Refer to Note 5 - Impairments and Exit Costs for a more detailed discussion of impairments.

(4)Other assets were generally measured using the quoted market value of comparable assets (Level 2).

Fair value, assets and liabilities measured on nonrecurring basis, valuation techniques


			FISCAL YEAR
UNOBSERVABLE INPUTS	2020
Weighted average cost of capital	10.4%	to	11.3%
Long-term growth rate			1.5%	to	2.0%

Schedule of carrying value and fair value of senior secured credit facilities

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


	DECEMBER 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	$	430,000	$	430,000		$	80,000	$	76,926



2025 Notes	$	105,000	$	198,843		$	230,000	$	447,615
2029 Notes	$	300,000	$	260,265		$	300,000	$	304,395

Goodwill and Intangible Assets, Net (Tables)

12 Months Ended

Dec. 25, 2022

Goodwill [Line Items]

Goodwill rollforward

The following table is a rollforward of goodwill for the periods indicated:


(dollars in thousands)	U.S.		INTERNATIONAL		CONSOLIDATED
Balance as of December 27, 2020	$	170,657	$	100,507	$	271,164

Translation adjustments	—		(2,720)		(2,720)


Balance as of December 26, 2021	170,657		97,787		268,444

Translation adjustments	—		4,588		4,588




Balance as of December 25, 2022	$	170,657	$	102,375	$	273,032

Finite-lived intangible assets amortization expense

The following table presents the aggregate expense related to the amortization of the Company’s trademarks and reacquired franchise rights for the periods indicated:


	FISCAL YEAR
(dollars in thousands)	2022		2021		2020
Amortization expense	$	6,172	$	6,005	$	6,919

Schedule of finite-lived intangible assets, future amortization expense

The following table presents expected annual amortization of intangible assets as of December 25, 2022:


(dollars in thousands)
2023	$	5,891
2024	$	5,752
2025	$	5,408
2026	$	5,293
2027	$	3,554

Goodwill

Goodwill [Line Items]

Schedule of goodwill and intangible assets

The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated:


	DECEMBER 25, 2022				DECEMBER 26, 2021				DECEMBER 27, 2020
(dollars in thousands)	GROSS CARRYING AMOUNT		ACCUMULATED IMPAIRMENTS		GROSS CARRYING AMOUNT		ACCUMULATED IMPAIRMENTS		GROSS CARRYING AMOUNT		ACCUMULATED IMPAIRMENTS
U.S.	$	838,827	$	(668,170)	$	838,827	$	(668,170)	$	838,827	$	(668,170)
International	222,258		(119,883)		217,670		(119,883)		220,390		(119,883)
Total goodwill	$	1,061,085	$	(788,053)	$	1,056,497	$	(788,053)	$	1,059,217	$	(788,053)

Intangible assets, net

Goodwill [Line Items]

Schedule of goodwill and intangible assets

Intangible assets, net, consisted of the following as of the periods indicated:


	WEIGHTED AVERAGE REMAINING AMORTIZATION PERIOD (in years)	DECEMBER 25, 2022						DECEMBER 26, 2021
(dollars in thousands)		GROSS CARRYING VALUE		ACCUMULATED AMORTIZATION		NET CARRYING VALUE		GROSS CARRYING VALUE		ACCUMULATED AMORTIZATION		NET CARRYING VALUE
Trade names	Indefinite	$	414,716			$	414,716	$	414,716			$	414,716
Trademarks	6	81,952		$	(59,675)	22,277		81,951		$	(55,736)	26,215


Reacquired franchise rights	8	34,602		(23,269)		11,333		31,944		(19,463)		12,481

Total intangible assets	7	$	531,270	$	(82,944)	$	448,326	$	528,611	$	(75,199)	$	453,412

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267