UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One) 
[X]Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal year ended: December 28, 201425, 2016
 Or
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from ______ to ______
Commission File Number: 001-35625

BLOOMIN’ BRANDS, INC.
(Exact name of registrant as specified in its charter) 
Delaware   20-8023465
(State or other jurisdiction of incorporation or organization)   
(I.R.S. Employer
Identification No.)
2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607
(Address of principal executive offices) (Zip Code)

(813) 282-1225
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Name of each exchange on which registered
Common Stock, $0.01 par value   
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
 
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  
YES ý   NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES  o  NO  ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý   NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  
YES ý   NO o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer  o
Non-accelerated filer o (Do not check if smaller reporting company)  Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES  o  NO  ý

The aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day of the registrant’s most recently completed second fiscal quarter as reported on the Nasdaq Global Select Market) was $1.6 billion. All executive officers and directors of the registrant and all persons filing a Schedule 13G with the Securities and Exchange Commission in respect to registrant’s common stock have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.

As of February 18, 2015, 126,386,96517, 2017, 102,843,651 shares of common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its 2017 Annual Meeting of Stockholders, on April 29, 2015,expected to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after December 28, 2014,held on April 21, 2017, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
 


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BLOOMIN’ BRANDS, INC.


INDEX TO ANNUAL REPORT ON FORM 10-K
For Fiscal Year 20142016

TABLE OF CONTENTS

 PAGE NO.
PART I 
24
25
26
PART II 
59
61
107
107
108
PART III 
109
109
109
109
110
PART IV 
111
118

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PART I

Cautionary Statement

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

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

(i)Economic conditionsConsumer reactions to public health and their effects on consumer confidence and discretionary spending, consumer traffic, the cost and availability of credit and interest rates;food safety issues;

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

(iii)Minimum wage increases and additional mandated employee benefits;

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

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

(vi)Fluctuations in the price and availability of commodities;

(vii)Our ability to implement our expansion, remodeling and relocation plans due to uncertainty in locating and acquiring attractive sites on acceptable terms, obtaining required permits and approvals, recruiting and training necessary personnel, obtaining adequate financing and estimating the performance of newly opened, remodeled or relocated restaurants;

(viii)Our ability to protect our information technology systems from interruption or security breach and to protect consumer data and personal employee information;

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

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(x)Our ability to preserve and grow the reputation and value of our brands;

(iv)Our ability to acquire attractive sites on acceptable terms, obtain required permits and approvals, recruit and train necessary personnel and obtain adequate financing in order to develop new restaurants as planned, and difficulties in estimating the performance of newly opened restaurants;

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

(vi)Our ability to effectively respond to changes in patterns of consumer traffic, consumer tastes and dietary habits;

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

(viii)Our ability to comply with governmental laws and regulations, the costs of compliance with such laws and regulations and the effects of changes to applicable laws and regulations;

(ix)Minimum wage increases and additional mandated employee benefits;

(x)Fluctuations in the price and availability of commodities;

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

(xii)Our ability to protect our information technology systems from interruption or security breacheffectively respond to changes in patterns of consumer traffic, consumer tastes and to protect consumer data and personal employee information; anddietary habits;

(xiii)Strategic actions, including acquisitions and dispositions, and our success in integrating any acquired or newly created businesses.

(xiv)The effects of our substantial leverage and restrictive covenants in our various credit facilities on our ability to raise additional capital to fund our operations, to make capital expenditures to invest in new or renovate restaurants and to react to changes in the economy or our industry, and our exposure to interest rate risk in connection with our variable-rate debt.debt; and

(xv)The adequacy of our cash flow and earnings and other conditions which may affect our ability to pay dividends and repurchase shares of our common stock.

In light of these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.






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Item 1.    Business

General and History - Bloomin’ Brands, Inc. (“Bloomin’ Brands,” the “Company,” “we,” “us,” and “our”) and similar terms mean Bloomin’ Brands, Inc. and its subsidiaries except where the context otherwise requires) is one of the largest casual dining restaurant companies in the world, with a portfolio of leading, differentiated restaurant concepts. We have four founder-inspired concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar. Our restaurant concepts range in price point and degree of formality from casual (Outback Steakhouse and Carrabba’s Italian Grill) to upscale casual (Bonefish Grill) and fine dining (Fleming’s Prime Steakhouse & Wine Bar). In January 2015, we sold our Roy’s concept.

As of December 28, 2014,25, 2016, we owned and operated 1,3441,276 restaurants and franchised 166240 restaurants across 48 states, Puerto Rico, Guam and 2120 countries.

Our predecessor, OSI Restaurant Partners, Inc., opened theThe first Outback Steakhouse restaurant opened in 1988. In 1991, OSI Restaurant Partners, Inc. completed an initial public offering (“IPO”). In1988 and in 1996, we expanded the Outback Steakhouse concept internationally.

On June 14, 2007, Bloomin’ Brands, which was incorporated in 2006, acquired OSI Restaurant Partners, Inc. by means of a merger and related transactions (the “Merger”). At the time of the Merger, OSI Restaurant Partners, Inc. was converted into a limited liability company named OSI Restaurant Partners, LLC (“OSI”). OSI is our primary operating entity.entity and New Private Restaurant Properties, LLC (“PRP”), a wholly-owned subsidiary of Bloomin’ Brands, owns and leases our owned restaurant properties, primarily to OSI subsidiaries. In August 2012,Both OSI and PRP are wholly-owned subsidiaries of Bloomin’ Brands.

Financial Information About Segments - We have two reportable segments, U.S. and International, which reflects how we completed an IPOmanage our business, review operating performance and allocate resources. The U.S. segment includes all brands operating in the U.S., and brands operating outside the U.S. are included in the International segment. Following is a summary of reporting segments as of December 25, 2016:
SEGMENTCONCEPTGEOGRAPHIC LOCATION
U.S.Outback SteakhouseUnited States of America
Carrabba’s Italian Grill
Bonefish Grill
Fleming’s Prime Steakhouse & Wine Bar
InternationalOutback SteakhouseBrazil, Hong Kong, China
Carrabba’s Italian Grill (Abbraccio)Brazil

Segment information for fiscal years 2016, 2015 and 2014, which reflects financial information by geographic area, is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 and Note 19 - Segment Reporting of our common stock.Notes to Consolidated Financial Statements in Part II, Item 8.

OUR RESTAURANT CONCEPTSSEGMENTS

U.S. Segment

As of December 25, 2016, in our U.S. segment, we owned and operated 1,164 restaurants and franchised 113 restaurants across 48 states.

Outback Steakhouse - U.S.- Outback Steakhouse is a casual steakhouse restaurant concept focused on steaks, signature flavors and Australian decor. The Outback Steakhouse menu offers seasoned and seared or wood-fire grilled steaks, chops, chicken, seafood, pasta, salads and seasonal specials. The menu also includes several specialty appetizers, including our signature Bloomin’ Onion®, and desserts, together with full bar service featuringincluding Australian wine and beer.

Carrabba’s Italian Grill - Carrabba’s Italian Grill is a casual authentic Italian restaurant concept featuring handcrafted dishes. The Carrabba’s Italian Grill menu includes a variety of Italian pasta, chicken, beef and seafood dishes, small plates, salads and wood-fired pizza. Our ingredients are sourced from around the world and our traditional Italian exhibition kitchen allows consumerscustomers to watch handmade dishes being prepared.

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Bonefish Grill - Bonefish Grill is an upscale casual seafood restaurant featuringconcept that specializes in market fresh grilled fish. The Bonefish Grill menu is anchored by fresh fish hand-cutfrom around the world, wood-grilled specialties and topped with freshly prepared sauces, and seasonal seafood specials.hand-crafted cocktails. In addition, Bonefish Grill offers beef, pork and chicken entrées, as well as several specialty appetizers, including our signature Bang Bang Shrimp®, and desserts.

Fleming’s Prime Steakhouse & Wine Bar - Fleming’s Prime Steakhouse & Wine Bar is a contemporary steakhouse concept featuring prime cuts of beef, chops, fresh fish, seafood and pork and chicken entrées, accompanied by an extensive assortment of freshly preparedpoultry, salads and side dishes. The steak selection features USDA Prime corn-fed beef, both wet- and dry-aged for flavor and texture, in a selectionvariety of sizes and cuts. Fleming’s Prime Steakhouse & Wine Bar offers a large selection of domestic and imported wines, with 100 selections available by the glass, with 100 wines available.glass.

Bloomin’ Brands International - Bloomin’ Brands International is our business unit for developing and operating our restaurants outside of the U.S. Segment

We have cross-functional, local management to support and grow restaurants in each of the countries where we have Company-owned operations. Our international operations are integrated with our corporate organization to leverage enterprise-wide capabilities, including marketing, finance, real estate, information technology, legal, human resources, supply chain management and productivity.

On July 25, 2016, the Company completed the sale of its Outback Steakhouse subsidiary in South Korea (“Outback Steakhouse South Korea”). After completion of the sale, the Company’s restaurant locations in South Korea are operated as franchises.

As of December 25, 2016, in our International segment, we owned and operated 112 restaurants and franchised 127 restaurants across 20 countries, Puerto Rico and Guam.

Outback Steakhouse - International Outback Steakhouse restaurants have a menu similar to the U.S. menu with additional variety to meet local taste preferences. In addition to the traditional Outback Special sirloin, a typical international menu may feature local beef cuts such as the Aussie Grilled Picanha in Brazil.

Prior to November 1, 2013,
Carrabba’s Italian Grill (Abbraccio Cucina Italiana) - Abbraccio Cucina Italiana, our Outback Steakhouse locationsCarrabba’s Italian Grill restaurant concept in Brazil, were operated asoffers a blend of traditional modern Italian dishes. The menu varies, with additional pasta and pizza menu offerings, to account for local tastes and customs. Abbraccio Cucina Italiana also has a range of beverage options, including classically inspired cocktails and local favorites with an unconsolidated joint venture (“Brazil Joint Venture”). On November 1, 2013, we acquired a controlling interest in the Brazil Joint Venture.Italian twist.

Restaurant Overview

Selected Sales Data - Following is sales mix by product type and average check per person for Company-owned restaurants during fiscal year 2016:
5
 U.S. INTERNATIONAL
 
Outback
Steakhouse
 
Carrabba’s
Italian Grill
 Bonefish Grill Fleming’s
Prime Steakhouse
& Wine Bar
 
Outback
Steakhouse
Brazil
Food & non-alcoholic beverage90% 85% 78% 73% 83%
Alcoholic beverage10% 15% 22% 27% 17%
 100% 100% 100% 100% 100%
          
Average check per person ($USD)$22
 $21
 $25
 $74
 $15
Average check per person (LC)        R$52

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As of December 28, 2014, we owned and operated 167 international Outback Steakhouse restaurants and franchised 55 restaurants across 21 countries and Guam. As of December 28, 2014, our other concepts did not operate outside of the U.S. See Item 2 - Properties for disclosure of our international Outback Steakhouse restaurant count by country.

Financial information about geographic areas is included in Note 2 - Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements.

System-wide Restaurant Summary - Following is a system-wide rollforward of restaurants in operation during fiscal year 2014:2016:
DECEMBER 31, 2014 ACTIVITY DECEMBER 28, U.S. STATEDECEMBER 27,
2015
 2016 ACTIVITY DECEMBER 25,
2016
 U.S. STATE
2013 OPENED CLOSED 2014 COUNT OPENED CLOSED OTHER COUNT
Number of restaurants:               
U.S.          
Outback Steakhouse               
Company-owned—U.S.663 3
 (18) 648 
Company-owned—international (1) (2) (3)169 24
 (26) 167 
Franchised—U.S.105 1
 (1) 105 
Franchised—international (2)51 5
 (1) 55 
Company-owned650
 5
 (3) (2) 650
 
Franchised105
 2
 (2) 
 105
 
Total988 33
 (46) 975 48755
 7
 (5) (2) 755
 48
Carrabba’s Italian Grill               
Company-owned239 6
 (3) 242 244
 
 (2) 
 242
 
Franchised1 
 
 1 3
 
 (1) 
 2
 
Total240 6
 (3) 243 32247
 
 (3) 
 244
 32
Bonefish Grill               
Company-owned (4)187 17
 (3) 201 
Franchised (4)7 
 (2) 5 
Company-owned210
 2
 (8) 
 204
 
Franchised5
 1
 
 
 6
 
Total194 17
 (5) 206 37215
 3
 (8) 
 210
 36
Fleming’s Prime Steakhouse & Wine Bar               
Company-owned65 1
 
 66 2866
 2
 
 
 68
 28
Roy’s     
International          
Company-owned21 
 (1) 20 7          
System-wide total1,508 57
 (55) 1,510 
Outback Steakhouse - Brazil (1)75
 9
 (1) 
 83
 
Outback Steakhouse - South Korea (2)75
 3
 (6) (72) 
 
Other16
 14
 (1) 
 29
 
Franchised          
Outback Steakhouse - South Korea (2)
 1
 
 72
 73
 
Other58
 3
 (9) 2
 54
 
Total224
 30
 (17) 2
 239
 
System-wide total (3)1,507
 42
 (33) 
 1,516
 
____________________
(1)
The restaurant countcounts for Brazil isare reported as of November 30, 20142016 and excludes one restaurant opened in December 2014.
2015, respectively, to correspond with the balance sheet dates of this subsidiary.
(2)Effective December 28, 2014,On July 25, 2016, we sold one Company-owned Outback Steakhouse locationour restaurant locations in MexicoSouth Korea, converting all restaurants in that market to an existing franchisee.franchised locations.
(3)
The restaurant count as of December 28, 201425, 2016 includes 2143 locations scheduled to close during 2015, including 20 in South Korea.
(4)Effective March 1, 2014, we acquired two Bonefish Grill restaurants from a franchisee.connection with the 2017 Closure Initiative (as defined below under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

Selected sales data - Following is sales mix by product type and average check per person for domestic Company-owned restaurants during fiscal year 2014:
 
Outback
Steakhouse
(U.S.)
 
Carrabba’s
Italian Grill
 Bonefish Grill Fleming’s
Prime Steakhouse
& Wine Bar
Food & non-alcoholic beverage89% 84% 77% 71%
Alcoholic beverage11% 16% 23% 29%
 100% 100% 100% 100%
        
Average check per person$21
 $21
 $24
 $71


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BLOOMIN’ BRANDS, INC.

Lunch expansion - All of our concepts serve dinner every day of the week. Outback Steakhouse and Carrabba’s Italian Grill are open for lunch on Saturday and Sunday (“weekend lunch”), with many locations also open for lunch Monday through Friday (“weekday lunch”). Most international locations serve lunch and dinner. Following is the percentage of U.S. Outback Steakhouse and Carrabba’s Italian Grill locations open for weekday and weekend lunch as of the dates indicated:
 DECEMBER 28, 2014 DECEMBER 31, 2013 DECEMBER 31, 2012
 WEEKEND WEEKDAY WEEKEND WEEKDAY WEEKEND WEEKDAY
Outback Steakhouse100% 61% 100% 35% 100% 19%
Carrabba’s Italian Grill100% 55% 100% 40% 100% 9%

RESTAURANT DESIGN AND DEVELOPMENT

Site Design - We generally construct freestanding buildings on leased properties, although certain leased sites are also located in strip shopping centers. Construction of a new restaurant typically takes 60 to 180 days from the date the location is leased or under contract and fully permitted. In the majority of cases, future restaurant development will result from the lease of existing third-party retail space. We typically design the interior of our restaurants in-house, utilizing outside architects when necessary.

Remodel and Relocation Plans - We have an ongoing remodel program across all of our concepts to maintain the relevance of our restaurants’ ambience. We also have an ongoing relocation plan, primarily related to the Outback Steakhouse brand. This multi-year relocation plan is focused on driving additional traffic to our restaurants by moving legacy restaurants from non-prime to prime locations within the same trade area.

Site Selection Process - We have a central site selection team comprised of real estate development, property/lease management and design and construction personnel. This site selection team also utilizes a combination of existing field operations managers, internal development personnel and outside real estate brokers to identify and qualify potential sites.


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BLOOMIN’ BRANDS, INC.

We have a relocation initiative in process, primarily related to the Outback Steakhouse brand. This multi-year relocation plan is focused on driving additional traffic to our restaurants by moving legacy restaurants from non-prime to prime locations within the same trade area.

Restaurant Development

Domestic Development - Bonefish Grill unit growth will continue to be our top domestic development priority in 2015. We believe we have the potential to increase the units in our Bonefish Grill concept to over 300 in the next three to five years. Currently, the majority of Bonefish Grill restaurants are located in the southern and eastern U.S., with significant geographic expansion potential in the top 100 U.S. markets. In addition, we believe that Fleming’s Prime Steakhouse & Wine Bar has existing geography fill-in and market expansion opportunities based on its current location mix.

International Development - We continue to expand internationally, leveraging established equity and franchise markets in Asia and South America and in strategically selected emerging and high-growth developed markets, focusing on Brazil and China. We see significant potential for growth of Outback Steakhouse in Brazil to 100 restaurants. New restaurant growth in Brazil will be our top international development priority in 2015. We plan to introduce the Carrabba’s Italian Grill concept in Brazil, known as Abbraccio, with our first opening expected in March 2015.

We will utilize the ownership structure and market entry strategy that best fits the needs for a particular market, including Company-owned units, joint ventures and franchises. In markets where there is potential for a significant number of restaurants,For each market, we expect todetermine whether we will focus on Company-owned units, and joint ventures rather than franchises.or franchises based on demand, cost structure and economic conditions.

International Development - We continue to expand internationally, leveraging established equity and franchise markets in South America and Asia, and in strategically selected emerging and high-growth developed markets, focusing on Brazil and China. As we continue to expand internationally, we complement our ownership positions in high growth markets with franchisee partnerships. During 2016, we entered into a multi-country franchise agreement for the development of up to 26 Outback Steakhouse and Abbraccio Cucina Italiana restaurants in the Middle East over the next five years. We also entered into a development agreement in 2016 with an existing franchisee in Australia to open 20 Outback Steakhouse restaurants over the next three years.

See Item 2 - Properties for disclosure of our international restaurant count by country.

U.S. Development - We plan to opportunistically pursue unit growth across our concepts through existing geography fill-in and market expansion opportunities based on their current location mix.

RESEARCH & DEVELOPMENT / INNOVATION

We utilize a global core menu policy to ensure consistency and quality in our menu offerings. Before we add an item to the core menu, we conduct consumer research. Ourour research and development (“R&D”) team reviews and approvesperforms a thorough review of the item, including conducting consumer research, in order to assist in determining the viability of adding the item. Internationally, we have teams in our developed markets that tailor our menus to address the preferences of local consumers.

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BLOOMIN’ BRANDS, INC.


We continuously evolve our product offerings to improve efficiency based on consumer trends and feedback and to improve our efficiency.feedback. We have a 12-month pipeline of new menu and promotional items across all concepts and we are ablethat allows us to quickly make adjustments within response to market demands, when necessary. In addition, we have dedicated resources focusedcontinue to focus on productivity across the portfolio. For new menu items and significant product changes, we have a testing process that includes direct consumer feedback on the product as well asand its pricing.

Menu innovation and enhancement remains a high priority across all concepts. During 2016, we introduced a new center-cut sirloin, increased certain portion sizes and simplified the menu at Outback Steakhouse. We reduced menu complexity to refocus efforts on fresh seafood at Bonefish Grill and launched a new core menu at Carrabba’s in 2016.

INFORMATION SYSTEMS

Restaurant-level financialThe Company leverages technology to support customer engagement, labor and accounting controlsfood productivity initiatives and restaurant operations.

To drive customer engagement, the Company continues to invest in technology infrastructure, including brand websites, online ordering and mobile apps. To increase customer convenience, we are handled through theleveraging our existing online ordering infrastructure to facilitate expanded off-premise dining. Additionally, we have developed systems to support our new customer loyalty program with a focus to increase traffic to our restaurants. Investments are also being made in a global supply chain management system to provide better inventory forecasting and replenishment to our restaurants, which will help manage food quality and specifications. We also continue to invest in a range of tools and infrastructure to support risk management and cyber security.


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BLOOMIN’ BRANDS, INC.

Our integrated point-of-sale (“POS”) system allows us to transact business in our restaurants, communicate sales data through a secure corporate network to our enterprise resource planning system and network in each restaurant that communicates with our corporate headquarters. The POS system is also used to authorizedata warehouse and transmit credit card sales transactions.automate financial and accounting controls. Our Company-owned restaurants, and most of our franchised restaurants, are connected through data centers and a portal to providethat provides our corporateCompany employees and regionalfranchise partners with access to business information and tools that allow them to collaborate, communicate, train and share information.

We continue to invest in our infrastructure to provide a better overall consumer experience, reduce our costs, create efficiencies and enhance security. During 2014, we implemented several productivity tools including a labor tool that automates scheduling and a centralized inventory management system to monitor our commodity costs. We also made infrastructure enhancements to our financial, POS and human resource systems in 2014.

ADVERTISING AND MARKETING

We generally advertise through national television and/or radio media, with someand spot television advertising for Carrabba’s Italian Grill.and radio media. Our concepts have an active public relations program and also rely on national promotions, site visibility, local marketing, digital marketing, direct mail, billboards and point-of-sale materials to promote our restaurants. In recent years, we have increased the use of digital advertising which has allowed us to be more efficient with our advertising expenditures. Internationally, we have teams in our developed markets that engage local agencies to tailor advertising to each market and develop relevant and timely promotions based on local consumer demand.

ToIn July 2016, we launched our first multi-brand loyalty program called Dine Rewards. Additionally, to help maintain consumer interest and relevance, each concept leverages limited-time offers featuring seasonal specials. We promote limited-time offers through integrated marketing programs that utilize all of our advertising resources.

RESTAURANT OPERATIONS

Management and Employees - The management staff of our restaurants varies by concept and restaurant size. Our restaurants employ primarily hourly employees, many of whom work part-time. The managing partner of each restaurantRestaurant Managing Partner has primary responsibility for the day-to-day operation of the restaurant and is required to abide byfollow Company-established operating standards. Area operating partnersOperating Partners are responsible for overseeing the operations of typically six to 1413 restaurants and managing partnersRestaurant Managing Partners in a specific region.

Area Operations Directors,Operating Partners, Restaurant Managing Partner and Chef Partner Programs - In addition to salary, Area Operations Directors,Operating Partners, Restaurant Managing Partners and Chef Partners generally receive distributions or paymentsperformance-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 distributable cash flow (“Monthly Payments”).

Restaurant Managing Partners and Chef Partners in the U.S. are eligible to participate in deferred compensation programs. Under these deferred compensation programs, the Restaurant Managing Partners and Chef Partners are eligible to receive payments beginning upon completion of their five-year employment agreement. We invest in various corporate-owned life insurance policies, which are held within an irrevocable grantor or “rabbi” trust account for settlement of our obligations under the deferred compensation plans.

On Also, on the fifth anniversary of the opening of each new U.S. Company-owned restaurant, the Area Operations DirectorOperating Partner supervising the restaurant during the first five years of operation receives an additional bonus based upon the average annual distributable cash flow of the restaurant. In addition to Monthly Payments and deferred compensation, Area Operations Directors,

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BLOOMIN’ BRANDS, INC.

Restaurant Managing Partners and Chef Partners whose restaurants achieve certain annual sales and profitability targets are eligible to receive an annual bonus equal to a percentage of the restaurant’s incremental sales increase.performance-based bonus.

Many of our International Restaurant Managing Partners enter into employment agreements andare given the option to purchase participation interests in the cash distributions from the restaurants they manage. The amount, terms and termsavailability vary by country. This interest gives the partners the right to receive a percentage of the restaurant’s annual cash flows for the duration of the agreement.

Supervision and Training - We require our Area Operations DirectorsOperating Partners and Restaurant Managing Partners to have significant experience in the full-service restaurant industry. All Area Operations DirectorsOperating Partners and Restaurant Managing Partners are required to complete a comprehensive training program that emphasizes our operating strategy, procedures and standards. The Restaurant Managing Partners and Area Operations Directors,Operating Partners, together with our Presidents, Regional Vice Presidents, Vice Presidents of Training and Directors of Training, are responsible for selecting and training the employees for each new restaurant.


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Service - In order to better assess and improve our performance,we use a third-party research firm to conduct an ongoing satisfaction measurement program that provides us with industry benchmarking information for our Company-owned and franchise locations in the U.S. We have a similar consumer satisfaction measurement program for our international Company-owned locations.and certain franchise locations and we obtain industry benchmarking information for the international markets in which we operate, when available. These programs measure satisfaction across a wide range of experience elements.

Food Preparation and Quality Control - We have an R&D facility located in Tampa, Florida that serves as a test kitchen and vendor product qualification site. Our quality assurance team manages internal auditors responsible for supplier evaluations and external third parties who inspect supplier adherence to quality, food safety and product specification. Our suppliers also utilize third-party labs for food safety and quality verification. Suppliers that do not comply with quality, food safety and other specifications are not utilized until they have corrective actions in place and are re-certified for compliance.

Our operational teams have multiple touch points in the restaurants ensuring food safety, quality and freshness throughout all phases of the preparation process. In addition, we employ third-party auditors to verify our standards of food safety, training and sanitation.

SOURCING AND SUPPLY

Sourcing and Supply - We take a global approach to procurement and supply chain management, with our corporate team serving all concepts in the U.S. and internationally.international concepts. In addition, we have dedicated supply chain management personnel infor our larger international operations in AsiaSouth America and South America.Asia. The supply chain management organization is responsible for all food and operating supply purchases as well as a large percentage of purchases of field and corporate services.

We address the end-to-end costs (from the source to the fork) associated with the products and goods we purchase by utilizing a combination of global, regional and locally basedlocal suppliers to capture the efficiencies and economies of scale. This “total cost of ownership” (“TCO”) approach focuses on the initial purchase price, coupled with the cost structure underlying the procurement and order fulfillment process. The TCO approach includes monitoring commodity markets and trends to execute product purchases at the most advantageous times. We develop sourcing strategies for all major commodity categories based on the dynamics of each category. In addition, we require our supplier partners to meet or exceed our quality assurance standards.

We have a national distribution program that includes food, beverage, smallwares and packaging goods in all major markets. This program is managed by a custom distribution company that only provides products approved for our system. This customized relationship also enables our procurement staff to effectively manage and prioritize our supply chain.

Proteins represent 60%62% of our global commodity procurement composition, with beef representing 53%56% of purchased proteins. In 2014,2016, we purchasedpurchased: (i) more than 90%85% of our U.S. beef raw materials from four beef suppliers that represent more than 90%approximately 83% of the total U.S. beef marketplace and (ii) more than 95% of our Brazil beef raw materials from one beef supplier that represents approximately eight percent of the total Brazil beef marketplace. Due to the nature of our industry, we expect to continue purchasing a

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substantial amount of our beef from a small number of suppliers. Other major commodity categories purchased include produce, dairy, bread and pasta, and energy sources to operate our restaurants, such as natural gas.gas and electricity.

Quality Control - Our R&D facility is located in Tampa, Florida and serves as a global test kitchen and vendor product qualification site. Our quality assurance team manages internal auditors responsible for supplier evaluations and external third parties who inspect supplier adherence to quality, food safety and product specification. Our suppliers also utilize third-party labs for food safety and quality verification. We have a program that ensures suppliers comply with quality, food safety and other specifications. We develop sourcing strategies for all commodity categories based on the dynamics of each category. In addition, we require our supplier partners to meet or exceed our quality assurance standards.

Our operational teams have multiple touch points in the restaurants ensuring food safety, quality and freshness throughout all phases of the preparation process. In addition, we employ third-party auditors to verify our standards of food safety, training and sanitation.

RESTAURANT OWNERSHIP STRUCTURES

Our restaurants are Company-owned or operated under franchise arrangements. We generate our revenues primarily from our Company-owned restaurants and secondarily through ongoing royalties from our franchised restaurants and sales of franchise rights.


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Company-Owned Restaurants - Company-owned restaurants include restaurantsare wholly-owned by us and restaurants whereor in which we have a majority ownership. Our cash flows from entities wherein which we have a majority ownership are limited to the portion of our ownership. The results of operations of Company-owned restaurants are included in our consolidated operating results. Theresults and the portion of income or loss attributable to the other noncontrolling interests is eliminated in our Consolidated Statements of Operations and Comprehensive Income.

We pay royalties that range from 1.0% to 1.5% of U.S. sales on the majority of our Carrabba’s Italian Grill restaurants, pursuant to agreements we entered into with the Carrabba’s Italian Grill Foundersfounders (“Carrabba’s Founders”). Following is a summaryCertain Carrabba’s Italian Grill restaurants that opened or started serving weekday lunch on or after June 1, 2014, pay royalties of Carrabba’s royalties and locations in the U.S. subject to royalties as of December 28, 2014:0.5% on lunch sales.
 ROYALTY PERCENTAGE 
LOCATIONS
AS OF DECEMBER 28, 2014
U.S. sales, except for qualifying lunch sales, as described below1.0%-1.5% 230
U.S. lunch sales for new restaurants opened on or after June 1, 2014 (1)0.5% 4
U.S. lunch sales for existing restaurants that began serving weekday lunch on or after June 1, 2014 (2)0.5% 14
____________________
(1)Lunch sales for new locations are defined as sales occurring prior to 4 pm local time Monday through Saturday.
(2)Weekday lunch sales for existing locations are defined as sales occurring prior to 4 pm local time Monday through Friday.

Each Carrabba’s restaurant located outside the United States pays a one-time lump sum royalty fee to the Carrabba’s Founders, which varies depending on the size of the restaurant. No continuing royalty fee is paid to the Carrabba’s Founders for Carrabba’s restaurants located outside the United States.

Unaffiliated Franchise Program - Our unaffiliated franchise agreements grant third parties rights to establish and operate a restaurant using one of our concepts. Franchised restaurants are required to be operated in accordance with the franchise agreement and in compliance with their respective concept’s methods, standards and specifications.

In 2013, we updatedUnder our standard franchise agreement in the U.S. for all new and renewing franchisees. The majority of our existing domestic franchisees continue to operate under the prior franchise agreement. As each franchise location renews, that location will convert to our then-current franchise agreement.


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Under the standard franchise agreements, each of our franchisees is required to pay an initial franchise fee. Franchisees alsofee and pay monthly royalties based on a percentage of gross restaurant sales. Initial franchise fees are $40,000 for U.S. franchisees and range between $40,000 and $75,000 for international franchisees, depending on the market. Some franchisees may also pay administration fees based on a percentage of gross restaurant sales. Following is a summary of typical franchise feesfee percentages based on our current existing unaffiliated franchise agreements in place as of December 28, 2014:agreements:
(all fees in thousands or as a % of gross Restaurant sales)FRANCHISED
LOCATIONS
 INITIAL
FRANCHISE FEE
 MONTHLY FEES (2)
  ROYALTY ADMIN.
Outback Steakhouse-U.S.105
 $40 3.00% - 3.50% 0.50%
Outback Steakhouse-international (1)55
 $40 - $200 3.00% - 6.00% n/a
Bonefish Grill5
 $50 3.50% - 4.00% 0.50%
Carrabba’s Italian Grill1
 $40 3.50% - 5.75% n/a
(as a % of gross Restaurant sales)MONTHLY FRANCHISE FEE PERCENTAGE (1)
U.S. franchisees (1)3.50% - 5.75%
International franchisees3.00% - 6.00%
_________________
(1)Initial fees and royalties for international franchisees vary by market. Includes one franchised location in Guam.
(2)Under the previousIn addition, under U.S. franchise agreement,agreements, a U.S. franchisee typically pays a monthly royalty fee, which varies by concept, and certain U.S. franchisees pay an additional marketing administration fee. Each U.S. franchisee is also generally required to expend or contribute, on a monthly basis, a minimum of 1.5% to 3.5% of each restaurant’s monthly gross sales for local and national advertising. Under the new U.S. franchise agreement, a U.S. franchisee typically pays a monthly royalty of 3.5% of the restaurant’s gross sales and is no longer required to pay a monthly administration fee. In addition, U.S. franchisees must contribute a percentage of gross sales for national marketing programs and must also spend a certain amount of gross sales on local advertising, up to a maximum of 8.0% of gross restaurant sales.sales for combined national marketing and local advertising.

On July 25, 2016, the Company completed the sale of Outback Steakhouse South Korea. After completion of the sale, the Company’s restaurant locations in South Korea are operated under an international franchise agreement.

T-Bird Restaurant Group, Inc. (T-Bird)(“T-Bird”) is party to an Outback Steakhouse Master Franchise Agreement. In January 2015, T-Bird acquired its franchise and development rights from T-Bird Nevada, LLC and its affiliates.  T-Bird, through its affiliates, owns and operates 5655 Outback Steakhouse restaurants in California. T-Bird is also party to a separate Outback Steakhouse development agreement, which gives T-Bird the exclusive right to open additional Outback Steakhouse restaurants in California through 2031 and commits T-Bird to opening seven new Outback Steakhouse restaurants in California duringby January 2022. Each new Outback Steakhouse restaurant that T-Bird opens in California is governed by the next seven years. Master Franchise Agreement. As of December 25, 2016, no new Outback Steakhouse restaurants have opened under T-Bird’s development agreement.

COMPETITION

The restaurant industry is highly competitive with a substantial number of restaurant operators that compete directly and indirectly with us in respect to price, service, location and food quality, and there are other well-established competitors with significant financial and other resources. There is also active competition for management personnel, attractive suitable real estate sites, supplies and restaurant employees. In addition, competition is also influenced strongly by marketing and brand reputation. At an aggregate level, all major U.S. casual dining restaurants and casual dining restaurants in the international markets in which we operate would be considered competitors of our concepts. Further, we face growing competition from the supermarket industry and home delivery services and applications,

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with improved selections of prepared meals, and from quick service and fast casual restaurants, as a result of higher-quality food and beverage offerings. Internationally, we face increasing competition due to an increase in the number of casual dining restaurant options in the markets in which we operate.

GOVERNMENT REGULATION

We are subject to various federal, state, local and international laws affecting our business. Each of our restaurants is subject to licensing and regulation by a number of governmental authorities, which may include, among others, alcoholic beverage control, health and safety, nutritional menu labeling, health care, environmental and fire agencies in the state, municipality or country in which the restaurant is located.

United StatesU.S. - Alcoholic beverage sales represent 15%14% of our consolidatedU.S. restaurant sales. Alcoholic beverage control regulations require each of our restaurants to apply to a state authority and, in certain locations, county or municipal authorities for a license or permit to sell alcoholic beverages on the premises and to provide service for extended hours and on Sundays.


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Our restaurant operations are also subject to federal and state laws for such matters as:

immigration, employment, minimum wages, overtime, tip credits, worker conditions and health care;

nutritional labeling, nutritional content, menu labeling and food safety;

the Americans with Disabilities Act, (“ADA”), which, among other things, requires our restaurants to meet federally mandated requirements for the disabled; and

information security, privacy, cashless payments, gift cards and consumer credit, protection and fraud.

International - Our restaurants outside of the United States are subject to similar local laws and regulations as our U.S. restaurants, including labor, food safety and information security. In addition, we are subject to anti-bribery and anti-corruption laws and regulations.

See Item 1A - Risk Factors for a discussion of risks relating to federal, state, local and international regulation of our business.

EXECUTIVE OFFICERS OF THE REGISTRANT
Below is a list of the names, ages, positions and a brief description of the business experience of each of our executive officers as of February 18, 2015.17, 2017.
NAME AGE POSITION
Elizabeth A. Smith 5153 Chairman of the Board of Directors and Chief Executive Officer
Chris Brandt48Executive Vice President and Chief Brand Officer
David J. Deno 5759 Executive Vice President and Chief Financial and Administrative Officer
Donagh M. Herlihy 5153 Executive Vice President, Digital and Chief Information Officer
Stephen K. JudgeJoseph J. Kadow60Executive Vice President and Chief Legal Officer
Michael Kappitt47Executive Vice President and President of Carrabba’s Italian Grill
Patrick C. Murtha58Executive Vice President and President of Bloomin’ Brands International
Gregg Scarlett55Executive Vice President and President of Outback Steakhouse
David P. Schmidt 46 Executive Vice President and President of Bonefish Grill
Joseph J. KadowSukhdev Singh 5853 Executive Vice President, Global Chief LegalDevelopment and Franchising Officer and Secretary
Patrick C. Murtha57Executive Vice President and President of Bloomin’ Brands International
David A. Pace55Executive Vice President and President of Carrabba’s Italian Grill
Amanda L. Shaw43Senior Vice President, Chief Accounting Officer and International Finance
Jeffrey S. Smith52Executive Vice President and President of Outback Steakhouse


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Elizabeth A. Smith was appointed Chairman in January 2012. Since November 2009, Ms. Smith has served as Chief Executive Officer and as a member of our Board of Directors. Ms. Smith is a member of the Board of Directors of Hilton Worldwide Holdings, Inc. and was previously a member of the Board of Directors of Staples, Inc. from September 2008 to June 2014.

Chris Brandt joined Bloomin’ Brands as Executive Vice President and Chief Brand Officer in May 2016. Prior to joining Bloomin’ Brands, Mr. Brandt was the Chief Brand Officer/Chief Marketing Officer for Taco Bell, a subsidiary of Yum! Brands Inc., from May 2013 to May 2016. Mr. Brandt was also a Senior Director and Vice President of Marketing for Taco Bell from November 2010 to May 2013.

David J. Deno has served as Executive Vice President and Chief Financial and Administrative Officer since May 2012. From December 2009 to May 2012, Mr. Deno served as Chief Financial Officer of the international division of Best Buy Co. Inc. Mr. Deno previously served as President and later Chief Executive Officer of Quiznos and Chief Financial Officer and later Chief Operating Officer of YUM! Brands, Inc.

Donagh M. Herlihyjoined Bloomin’ Brands has served as Executive Vice President, Digital and Chief Information Officer insince September 2014. Prior to joining Bloomin’ Brands, Mr. Herlihy was Senior Vice President, Chief Information Officer and eCommerce of Avon Products, Inc. from March 2008 to August 2014.

Stephen K. Judge has served as Executive Vice President and President of Bonefish Grill since January 2013. From March 2007 to December 2012, Mr. Judge was President of Seasons 52, a restaurant concept owned by Darden Restaurants, Inc.

Joseph J. Kadow has served as Executive Vice President and Chief Legal Officer andsince April 2005. Mr. Kadow has served as Assistant Secretary since February 2016 and previously served as Secretary from April 2005.1994 to February 2016.


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TableMichael Kappitt has served as Executive Vice President and President of ContentsCarrabba’s Italian Grill since February 2016. Mr. Kappitt served as Senior Vice President and Chief Marketing Officer from January 2014 to February 2016 and Chief Marketing Officer of Outback Steakhouse from March 2011 to December 2013.
BLOOMIN’ BRANDS, INC.

Patrick C. Murtha has served as Executive Vice President and President of Bloomin’ Brands International since November 2013. From January 2006 to March 2013, Mr. Murtha was the Chief Operating Officer of Pizza Hut, Inc.

David A. PaceGregg Scarlett has served as Executive Vice President and President of Carrabba’s Italian GrillOutback Steakhouse since June 2014.July 2016. Mr. PaceScarlett previously served as Executive Vice President and Chief Resource OfficerPresident of Bonefish Grill from AugustMarch 2015 to July 2016; Senior Vice President, Casual Dining Restaurant Operations from January 2013 to March 2015; and Senior Vice President of Operations for Outback Steakhouse from March 2010 to June 2014. Mr. Pace served as a consultant for Egon Zehnder International from 2009 to 2010.January 2013.

Amanda L. ShawDavid P. Schmidt has served as Executive Vice President and President of Bonefish Grill since July 2016. Mr. Schmidt previously served as Group Vice President of Finance from April 2016 to July 2016; Vice President of Finance for Bonefish Grill from August 2015 to April 2016; Vice President of Productivity from November 2011 to August 2015 and Vice President of Corporate Finance from April 2010 to November 2011 for Bloomin’ Brands.

Sukhdev Singh has served as Executive Vice President, Global Chief Development and Franchising Officer since May 2015. Mr. Singh previously served as Senior Vice President, Chief Accounting Officer and International Finance since September 2014. Ms. Shaw served as Senior Vice President, Technology and Chief AccountingDevelopment Officer from August 2013January 2014 to SeptemberMay 2015. Prior to joining Bloomin’ Brands, Mr. Singh was Chief Development Officer for Darden Restaurants, Inc. from July 2006 to January 2014. From December 2006 until August 2013, Ms. Shaw served as Corporate Controller.

Jeffrey S. Smith has served as President of Outback Steakhouse since April 2007 and Executive Vice President since January 2012.

EMPLOYEES

As of December 28, 201425, 2016, we employed approximately 100,00097,000 persons, of which approximately 950 are corporate personnel. None of our U.S. employees are covered by a collective bargaining agreement. Various national industry-wide labor agreements apply to certain of our employees in Brazil. We consider our employee relations to be good.in good standing.


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TRADEMARKS

We regard our Outback®, Outback Steakhouse®, Carrabba’s Italian Grill®, Bonefish Grill®, and “Fleming’sFleming’s Prime Steakhouse & Wine Bar® service marks and our Bloomin’ Onion® trademark as having significant value and as being important factors in the marketing of our restaurants. We have also obtained trademarks for several of our other menu items and for various advertising slogans. We are aware of names and marks similar to the service marks of ours used by other persons in certain geographic areas in which we have restaurants. However, we believe such uses will not adversely affect us. Our policy is to pursue registration of our marks whenever possible and to oppose vigorously any infringement of our marks.

We license the use of our registered trademarks to franchisees and third parties through franchise arrangements and licenses. The franchise and license arrangements restrict franchisees’ and licensees’ activities with respect to the use of our trademarks, and impose quality control standards in connection with goods and services offered in connection with the trademarks.

SEASONALITY AND QUARTERLY RESULTS

Our business is subject to seasonal fluctuations. Historically, consumercustomer traffic patterns tofor our established U.S. restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year. International customer traffic patterns vary by market. For example, Brazil historically experiences minimal seasonal traffic fluctuations. Additionally, holidays and severe weather may affect sales volumes seasonally in some of our markets.

Quarterly results have been and will continue to be significantly affected by general economic conditions, the timing of new restaurant openings and their associated pre-opening costs, restaurant closures and exit-related costs and impairments of goodwill, definite and indefinite-lived intangible assets and property, fixtures and equipment. In 2014, we changed our fiscal year end, which impacted the comparability of our quarterly and annual results to prior periods. As a result of these and other factors, our financial results for any given quarter may not be indicative of the results that may be achieved for a full fiscal year.

ADDITIONAL INFORMATION

We make available, free of charge, through our internet website www.bloominbrands.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after electronically filing such material with the Securities and Exchange Commission (“SEC”). You may read and copy any materials filed with the SEC at the Securities and Exchange Commission’s Public

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Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our reports and other materials filed with the SEC are also available at www.sec.gov. The reference to these website addresses does not constitute incorporation by reference of the information contained on the websites and should not be considered part of this Report.


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Item 1A.    Risk Factors

The risk factors set forth below should be carefully considered. The risks described below are those that we believe could materially and adversely affect our business, financial condition or results of operations, however, they are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Related to Our Business and Industry

Food safety and food-borne illness concerns in our restaurants or throughout the industry or supply chain may have an adverse effect on our business by reducing demand and increasing costs.

Regardless of the source or cause, any report of food-borne illnesses and other food safety issues, whether at one of our restaurants or in the industry or supply chain generally, could have a negative impact on our traffic and sales and adversely affect the reputation of our brands. Food safety issues could be caused by suppliers or distributors and, as a result, be out of our control. Health concerns or outbreaks of disease in a food product could also reduce demand for particular menu offerings. Even instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of other companies could result in negative publicity about the food service industry generally and adversely impact our sales. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins.

The restaurant industry is highly competitive. Our inability to compete effectively could adversely affect our business, financial condition and results of operations.

A substantial number of restaurant operators compete directly and indirectly with us with respect to price, service, location and food quality, some of which are well-established with significant resources. There is also active competition for management and other personnel, and attractive suitable real estate sites. Consumer tastes, nutritional and dietary trends, traffic patterns and the type, number and location of competing restaurants often affect the restaurant business, and our competitors may react more efficiently, creatively and effectively to those conditions. In addition, our competitors may generate or better implement business strategies that improve the value and relevance of their brands and reputation, relative to ours. For example, our competitors may more successfully implement menu or technology initiatives, such as remote ordering, social media or mobile technology platforms that expedite or enhance the customer experience. Further, we face growing competition from the supermarket industry and home delivery services and applications, with the improvement of their prepared food offerings, and from quick service and fast casual restaurants. We believe all of the above factors have increased competitive pressures in the casual dining sector in recent periods and we believe they will continue to present a challenging competitive environment in future periods. If we are unable to continue to compete effectively, our traffic, sales and margins could decline and our business, financial condition and results of operations would be adversely affected.

We are subject to various federal and state employment and labor laws and regulations.

Various federal and state employment and labor laws and regulations govern our relationships with our employees and affect operating costs, and similar laws and regulations apply to our operations outside of the U.S. These laws and regulations relate to matters including employment discrimination, minimum wage requirements, overtime, tip credits, unemployment tax rates, workers’ compensation rates, working conditions, immigration status, tax reporting and other wage and benefit requirements. Any significant additional government regulations and new laws governing our relationships with employees, including minimum wage increases, mandated benefits or other requirements that impose additional obligations on us, could increase our costs and adversely affect our business and results of operations.

As a significant number of our food service and preparation personnel are paid at rates related to the applicable minimum wage, federal, state and local proposals related to minimum wage requirements or similar matters could, to the extent implemented, materially increase our labor and other costs. Several states in which we operate have recently approved minimum wage increases. As minimum wage increases are implemented in these states or any other states in which

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we operate in the future, we expect our labor costs will increase. Our ability to respond to minimum wage increases by increasing menu prices would depend on the responses of our competitors and consumers. Our distributors and suppliers could also be affected by higher minimum wage, benefit standards and compliance costs, which could result in higher costs for goods and services supplied to us.

We rely on our employees to accurately disclose the full amount of their tip income, and we base our FICA tax reporting on the disclosures provided to us by such tipped employees. Inaccurate employee FICA tax reporting could subject us to monetary liabilities, which could harm our business, results of operations and financial condition. In 2015, the IRS issued audit adjustments in aggregate of $6.4 million, for the employer’s share of FICA taxes related to cash tips allegedly received and unreported by our employees during calendar years 2011 and 2012.

We are also subject, in the ordinary course of business, to employee claims against us based, among other things, on discrimination, harassment, wrongful termination, or violation of wage and labor laws. These claims may divert our financial and management resources that would otherwise be used to benefit our operations. The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award against us, could adversely affect our business and results of operations.

Challenging economic conditions may have a negative effect on our business and financial results.

Challenging economic conditions may negatively impact consumer spending and thus cause a decline in our financial results. For example, international, domestic and regional economic conditions, and the impacts of unemployment and underemployment, reduced or stagnant disposable consumer income levels, financial market volatility, social unrest, and governmental, spendingpolitical and budget matters and thea slow or stagnant pace of economic recovery from the recent recessiongrowth generally may have had a negative effect on consumer confidence and discretionary spending. This hasIn recent years, we believe these factors and conditions have affected consumer traffic and comparable restaurant sales for us and throughout our industry in recent periods. We believe these factors and conditions willmay continue to result in a challenging sales environment in the casual dining sector. Continued weaknessA decline in economic conditions or a further worseningnegative developments with respect to any of the economy or the other factors mentioned above, generally or in particular markets in which we operate, and our consumers’ reactions to these trends could result in increased pressure with respect to our pricing, traffic levels, commodity and other costs and the continuation of our innovation and productivity initiatives, which could negatively impact our business and results of operations. These factors could also cause us to, among other things, reduce the number and frequency of new restaurant openings, close restaurants or delay remodeling of our existing restaurant locations. Further, poor economic conditions may force nearby businesses to shut down, which could cause our restaurant locations to be less attractive.

The restaurant industry is highly competitive. Our inability to compete effectively could adversely affect our business, financial condition and results of operations.

A substantial number of restaurant operators compete directly and indirectly with us with respect to price, service, location and food quality, some of which are well-established with significant resources. There is also active competition for managementIncreased commodity, energy and other personnel and attractive suitable real estate sites. Consumer tastes, nutritional and dietary trends, traffic patterns and the type, number and location of competing restaurants often affect the restaurant business, andcosts could decrease our competitors may react more efficiently and effectivelyprofit margins or cause us to those conditions. Further, we face growing competition from the supermarket industry, with the improvement of their prepared food offerings, and from quick service and fast casual restaurants, as a result of higher-quality food and beverage offerings by those restaurants. If we are unable to continue to compete effectively,limit or otherwise modify our traffic, sales and margins could decline and our business, financial condition and results of operations would be adversely affected.

Our success depends substantially on the value of our brands.

Our success depends on our ability to preserve and grow our brands. Brand value is based in large part on consumer perceptions,menus or increase prices, which are driven by both our actions and actions beyond our control. Business incidents, ineffective advertising or marketing efforts, or unfavorable mainstream or social media publicity involving us, our industry, our franchisees, or our suppliers could damage our brands. Regardless of its basis or validity, any unfavorable publicity could adversely affect public perception of our brands. Any damage to the reputation of our brands could adversely affect our business.

Risks associated withThe performance of our expansion plans may have adverse effectsrestaurants depends on our ability to increase revenues.

As part of our business strategy, we intendanticipate and react to continue to expand our current portfolio of restaurants. Our current development schedule calls forchanges in the construction of between 40price and 50 new system-wide locations in 2015. A variety

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of factors could cause the actual results and outcome of those expansion plans to differ from the anticipated results, including among other things:

the availability of attractive sitesfood commodities. Our business also incurs significant costs for new restaurants;
acquiringenergy, insurance, labor, marketing and real estate. Prices may be affected due to supply, market changes, increased competition, the general risk of inflation, changes in laws, shortages or leasing those sites at acceptable prices andinterruptions in supply due to weather, disease or other terms;
funding or financing our development;
obtaining all required permits, approvals and licenses on a timely basis;
recruiting and training skilled management and restaurant employees and retaining those employees on acceptable terms;
weather, natural disasters and other events or factorsconditions beyond our control, resulting in construction or other delays;reasons. Increased prices or shortages could affect the cost and
consumer tastes in new geographic regions and acceptance of our restaurant concepts and awareness of our brands in those regions.

It is difficult to estimate the performance of newly opened restaurants. Earnings achieved to date by restaurants open for less than two years may not be indicative of future operating results. Should enough of these new restaurants not meet targeted performance, it could have a material adverse effect on our operating results. There is also the possibility that new restaurants may attract consumers away from other restaurants we own, thereby reducing the revenues of those existing restaurants.

We face a variety of risks associated with doing business in foreign markets that could have a negative impact on our financial performance.

We have a significant number of restaurants outside the United States, and we intend to continue our efforts to grow internationally. We currently expect at least 50% of our targeted 40 to 50 system-wide new restaurants in 2015 will be located outside the United States. Although we believe we have developed an appropriate support structure for international operations and growth, there is no assurance that international operations will be profitable or international growth will continue.

Our foreign operations are subject to all quality of the same risks asitems we buy or require us to raise prices, limit our domestic restaurants, as well as additional risks including, among others, internationalmenu options or implement alternative processes or products. For example, in 2016, average commodity costs increased by 0.3%. As result, these events, combined with other more general economic political, social and legaldemographic conditions, and the possibility of instability and unrest, differing cultures and consumer preferences, diverse government regulations and tax systems, corruption, anti-American sentiment, the ability to source high quality ingredients and other commodities in a cost-effective manner, uncertain or differing interpretations of rights and obligations in connection with international franchise agreements and the collection of ongoing royalties from international franchisees, the availability and costs of land and construction, and the availability of experienced management, appropriate franchisees and area operating partners.

Currency regulations and fluctuations in exchange rates could also affect our performance. We have foreign operations in a total of 21 countries and Guam, including direct investments in restaurants in South Korea, Brazil, Hong Kong and China, as well as international franchises. As a result, we may experience losses from fluctuations in foreign currency exchange rates, and such losses could adversely affect our overall sales and earnings.

We are subject to governmental regulation of our foreign operations, including antitrust and tax requirements, anti-boycott regulations, import/export/customs regulations and other international trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act. Any new regulatory or trade initiatives could impact our operations in certain countries. Failure to comply with any such legal requirements could subject us to monetary liabilitiespricing and other sanctions, which could harmnegatively affect our business, results of operationssales and financial condition.

Our business is subject to seasonal and periodic fluctuations and past results are not indicative of future results.

Historically, consumer traffic patterns for our established restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year. Holidays may also affect sales volumes seasonally in some of the markets in which we operate. In addition, our quarterly results have been and will continue to be affected by the timing

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of new restaurant openings and their associated preopening costs, as well as restaurant closures and exit-related costs and impairments of goodwill, intangible assets and property, fixtures and equipment. As a result of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year.

Significant adverse weather conditions and other disasters or unforeseen events could negatively impact our results of operations.

Adverse weather conditions and natural disasters and other unforeseen events, such as winter storms, severe temperatures, thunderstorms, floods, hurricanes and earthquakes, terror attacks, war and widespread/pandemic illness, and the effects of such events on economic conditions and consumer spending patterns, could negatively impact our results of operations. Temporary and prolonged restaurant closures may occur and consumer traffic may decline due to the actual or perceived effects from these events. For example, severe winter weather conditions impacted our traffic and results of operations in the first quarter of 2014.

Loss of key management personnel could hurt our business and inhibit our ability to operate and grow successfully.

Our success will continue to depend, to a significant extent, on our leadership team and other key management personnel. If we are unable to attract and retain sufficiently experienced and capable management personnel, our business and financial results may suffer.profit margins.

Our failure to comply with government regulation related to our restaurant operations, and the costs of compliance or non-compliance, could adversely affect our business.

We are subject to various federal, state, local and foreign laws affecting our business. Each of our restaurants is subject to licensing and regulation by a number of governmental authorities, which may include, among others, alcoholic beverage control, food safety, nutritional menu labeling, health care, environmental and fire agencies in the state, municipality or country in which the restaurant is located. Our suppliers are also subject to regulation in some of these areas. Any difficulties or inabilities to retain or renew licenses, or increased compliance costs due to changed regulations,

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could adversely affect operations at existing restaurants. Additionally, difficulties in obtaining or failing to obtain the required licenses or approvals could delay or prevent the development of new restaurants.

Alcoholic beverage sales represent 15%14% of our consolidated restaurant sales and are subject to extensive state and local licensing and other regulations. The failure of a restaurant to obtain or retain a liquor license would adversely affect that restaurant’s operations. In addition, we are subject to “dram shop” statutes in certain states. These statutes generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person.

The FDA recently adopted final regulations to implement federal nutritional disclosure requirements in 2014, and, although implementation has been delayed, we expect we will be required to comply with these regulations by the end of 2015.during 2017. The regulations will require us to include calorie information on our menus, and provide additional nutritional information upon request. If the costs of implementing or complying with these new requirements exceed our expectations, our results of operations could be adversely affected. Furthermore, the effect of such labeling requirements on consumer choices, if any, is unclear. It is possible that we may also become subject to other regulation in the future seeking to tax or regulate high fat and high sodium foods in certain of our markets, whichmarkets. Compliance with these regulations could be costlycostly.

The food service industry is affected by consumer preferences and perceptions. Changes in these preferences and perceptions may lessen the demand for our products, which would reduce sales and harm our business.

Food service businesses are affected by changes in consumer tastes and demographic trends. For instance, if prevailing health or dietary preferences cause consumers to comply with.avoid steak and other products we offer in any of our concepts in favor of foods or ingredients that are perceived as healthier or otherwise reflect popular demand, our business and operating results would be harmed. If we are unable to anticipate or successfully respond to changes in consumer preferences, our results of operations could be adversely affected, generally or in particular concepts or markets.

Changes in tax laws and unanticipated tax liabilities could adversely affect the taxes we pay and our profitability.

We are subject to various federalincome and state employmentother taxes in the United States and labornumerous foreign jurisdictions. Our effective income tax rate in the future could be adversely affected by a number of factors, including changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws or other legislative changes, including those that may result from the Base Erosion Profit Shifting initiative being conducted by the Organization for Economic Co-operation and regulations.Development, the outcome of income tax audits, and any repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes. Although we believe our tax estimates are reasonable, the final determination of tax audits could be materially different from our historical income tax provisions and accruals. The results of a tax audit could have a material effect on our results of operations or cash flows in the period or periods for which that determination is made. In addition, our effective income tax rate and our results may be impacted by our ability to realize deferred tax benefits and by any increases or decreases of our valuation allowances applied to our existing deferred tax assets.
Various federal and state employment and labor laws and regulations govern our relationships
Risks associated with our employeesexpansion, remodeling and affectrelocation plans may have adverse effects on our operating costs,results.

As part of our business strategy, we intend to continue to expand our current portfolio of restaurants. Our current development schedule calls for the construction of between 40 and similar laws50 new system-wide locations in 2017. A variety of factors could cause the actual results and regulations applyoutcome of those expansion plans to our operations outsidediffer from the anticipated results, including among other things:

the availability of the U.S. These laws and regulations relate to matters including employment discrimination, minimum wage requirements, overtime, tip credits, unemployment tax rates, workers’ compensation rates, working conditions, immigration status, tax reportingattractive sites for new restaurants;
acquiring or leasing those sites at acceptable prices and other wageterms;
funding or financing our development;
obtaining all required permits, approvals and benefit requirements. Any significant additional government regulations and new laws governing ourlicenses on a timely basis;

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relationships withrecruiting and training skilled management and restaurant employees including minimum wage increases, mandated benefitsand retaining those employees on acceptable terms;
weather, natural disasters and other events or factors beyond our control resulting in construction or other requirements that impose additional obligations on us, could increasedelays; and
consumer tastes in new geographic regions and acceptance of our costsrestaurant concepts and adversely affectawareness of our business and results of operations.brands in those regions.

It is difficult to estimate the performance of newly opened restaurants. Earnings achieved to date by restaurants open for less than two years may not be indicative of future operating results. If new restaurants do not meet targeted performance, it could have a material adverse effect on our operating results, including as a result of any impairment losses that we may be required to recognize. There is also the possibility that new restaurants may attract consumers away from other restaurants we own, thereby reducing the revenues of those existing restaurants, or that we will incur unrecoverable costs in the event a development project is abandoned prior to completion.

International expansion is an important part of our strategy, and some of the challenges described above could be more significant in international markets in which we have more limited experience, either generally or with a particular brand. Those markets are likely to have different competitive conditions, consumer tastes, discretionary spending patterns and brand awareness, which may cause our new restaurants to be less successful than restaurants in our existing markets or make it more difficult to estimate the performance of new restaurants.

In addition, in an effort to increase same-store sales and improve our operating performance, we continue to make improvements to our facilities through our remodeling and relocation programs. We also close underperforming restaurants from time to time in order to improve the performance of our brands. As demographic and economic patterns change or there are declines in neighborhoods where our restaurants are located or adverse economic conditions in local areas, current locations may not continue to be attractive or profitable. Because we lease a significant numbermajority of our food service and preparation personnel are paid at rates related to the applicable minimum wage, federal, state and local proposals related to minimum wage requirementsrestaurants, we incur significant lease termination expenses when we close or similar matters could, if implemented, materially increase our laborrelocate a restaurant. We also incur significant asset impairment and other costs. Our ability to respond to minimum wage increases by increasing menu prices would dependcharges in connection with closures and relocations. If the expenses associated with remodels, relocations or closures are higher than anticipated, we cannot find suitable locations or remodeled or relocated restaurants do not perform as expected, these programs may not yield the desired return on the responses of our competitors and consumers. Our distributors and suppliers could also be affected by higher minimum wage, benefit standards and compliance costs,investment, which could result in higher costs for goods and services supplied to us.
We relyhave a negative effect on our employees to accurately disclose the full amount of their tip income, and we base our FICA tax reporting on the disclosures provided to us by such tipped employees. Inaccurate FICA tax reporting could subject us to monetary liabilities, which could harm our business, results of operations and financial condition. For example, in March 2014, the IRS issued a final audit adjustment of $5.0 million to the us for the employer’s share of FICA taxes related to cash tips unreported by the our employees during the calendar year 2010.
We are also subject, in the ordinary course of business, to employee claims against us based, among other things, on discrimination, harassment, wrongful termination, or violation of wage and labor laws. These claims may divert our financial and management resources that would otherwise be used to benefit our operations. The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award against us, could adversely affect our business and results of operations.

We rely heavily on information technology in our operations and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

We rely heavily on information systems across our operations and corporate functions, including point-of-sale processing in our restaurants, management of our supply chain, payment of obligations, collection of cash, data warehousing to support analytics, finance and accounting systems and other various processes and procedures, some of which are handled by third parties. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems could result in delays in consumer service and reduce efficiency in our operations. These problems could adversely affect our results of operations, and remediation could result in significant unplanned capital investments.results.

Security breaches of confidential consumer, information or personal employee and other material information may adversely affect our business.

The majority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information or other personal information of their consumers has been stolen. We also maintain certain personal information regarding our employees. Despite our implementation of security measures, all of our technology systems aremay be vulnerable to damage, disability or failures due to physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, employee error or malfeasance, denial of service attacks, viruses, worms and other disruptive problems caused by hackers and cyber criminals. A breach in our systems that compromises the information of our consumers or employees could result in widespread negative publicity, damage to the reputation of our brands, a loss of consumers and legal liabilities.

We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our consumers’ credit or debit card information or if consumer or employee information is obtained by unauthorized persons or used inappropriately. Any such claim or proceeding, or any adverse publicity resulting from such an event, may have a material adverse effect on our business.

We rely heavily on information technology in our operations and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

Our operations and corporate functions rely heavily on information systems, including point-of-sale processing in our restaurants, management of our supply chain, payment of obligations, collection of cash, data warehousing to support analytics, finance and accounting systems, mobile technologies to enhance the customer experience and other various

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Changesprocesses and procedures, some of which are handled by third parties. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in tax laws and unanticipated tax liabilitiessecurity relating to these systems could result in delays in consumer service, reduce efficiency in our operations or result in negative publicity. These problems could adversely affect our results of operations, and remediation could result in significant, unplanned capital investments.

We face a variety of risks associated with doing business in foreign markets that could have a negative impact on our financial performance.

We have a significant number of restaurants outside the taxesUnited States, and we payintend to continue our efforts to grow internationally. Although we believe we have developed an appropriate support structure for international operations and growth, there is no assurance that international operations will be profitable or international growth will continue. In addition, if we have a significant concentration of restaurants in a foreign market the impact of any negative local conditions can have a sizable impact on our profitability.results.

Our foreign operations are subject to all of the same risks as our U.S. restaurants, as well as additional risks including, among others, international economic, political, social and legal conditions and the possibility of instability and unrest, differing cultures and consumer preferences, diverse government regulations and tax systems, corruption, anti-American sentiment, the ability to source high quality ingredients and other commodities in a cost-effective manner, uncertain or differing interpretations of rights and obligations in connection with international franchise agreements and the collection of ongoing royalties from international franchisees, the availability and costs of land, construction and financing, and the availability of experienced management, appropriate franchisees and area operating partners.

Currency regulations and fluctuations in exchange rates could also affect our performance. We have operations in a total of 20 foreign countries, including direct investments in restaurants in Brazil, Hong Kong and China, as well as international franchises. Brazil is our largest international market and will continue to be our top international development priority. As a result, we may experience losses from fluctuations in foreign currency exchange rates or any hedging arrangements we enter into to offset such fluctuations, and such losses could adversely affect our overall sales and earnings.

We are subject to incomegovernmental regulation of our foreign operations, including antitrust and tax requirements, anti-boycott regulations, import/export/customs regulations and other taxesinternational trade regulations, the USA Patriot Act and the Foreign Corrupt Practices Act. Any new regulatory or trade initiatives could impact our operations in the United Statescertain countries. Failure to comply with any such legal requirements could subject us to monetary liabilities and numerous foreign jurisdictions. Our effective income tax rate in the futureother sanctions, which could be adversely affected by a number of factors, including changes in the mix of earnings in countries with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, the outcome of income tax audits, and any repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes. Although we believeharm our tax estimates are reasonable, the final determination of tax audits could be materially different from our historical income tax provisions and accruals. The results of a tax audit could have a material effect on ourbusiness, results of operations or cash flows in the period or periods for which that determination is made. In addition,and financial condition.

Loss of key management personnel could hurt our effective income tax ratebusiness and our results may be impacted byinhibit our ability to realize deferred tax benefitsoperate and by any increases or decreasesgrow successfully.

Our success will continue to depend, to a significant extent, on our leadership team and other key management personnel. If we are unable to attract and retain sufficiently experienced and capable management personnel, our business and financial results may suffer.

Our success depends substantially on the value of our valuation allowances applied to our existing deferred tax assets.brands.

Increased commodity, energy and other costs could decrease our profit margins or cause us to limit or otherwise modify our menus, which could adversely affect our business.

The performance of our restaurantsOur success depends on our ability to anticipatepreserve and reactgrow our brands. Our brand value and reputation are especially important to changes in the price and availability of food commodities. Our business also incurs significant costs for energy, insurance, labor, marketing, and real estate. Prices may be affected due to supply, market changes, increased competition, the general risk of inflation, changes in laws, shortages or interruptions in supply due to weather, disease or other conditions beyond our control, or other reasons. Increased prices or shortages could affect the cost and quality of the items we buy or require us to raise prices, limit our menu options or implement alternative processes or products. For example, in 2014, commodity costs increased by 2.8% and we increased our prices at each ofdifferentiate our concepts in the rangehighly competitive casual dining sector. Brand value and reputation is based in large part on consumer perceptions, which are driven by both our actions and actions beyond our control, such as new brand strategies or their implementation, business incidents, ineffective advertising or marketing efforts, or unfavorable mainstream or social media publicity involving us, our industry, our franchisees, or our suppliers.

The risks of 2.7%negative publicity could be amplified by the increased prevalence and influence of social media. The availability of information on social media platforms is virtually immediate as is its impact, and users can post

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information often without filters or checks on the accuracy of the content posted. Adverse or inaccurate information concerning our company or concepts may be posted on such platforms at any time, and such information can quickly reach a wide audience. The harm may be immediate without affording us an opportunity for redress or correction, and it is challenging to 3.1%.monitor and anticipate developments on social media in order to respond in an effective and timely manner. We cannot providecould also be exposed to these risks if we fail to use social media responsibly in our marketing efforts. These factors could have a material adverse effect on our business.

Regardless of its basis or validity, any assuranceunfavorable publicity could adversely affect public perception of our brands. If customers perceive that we wouldand our franchisees fail to deliver a consistently positive and relevant experience, our brands could suffer and this could have an adverse effect on our business.

We have limited control with respect to the operations of our franchisees, which could have a negative impact on our business. 

In the past year, we have increased the number of our franchisees through the sale of our South Korea operations. As of December 25, 2016, we franchised 240 restaurants across 13 states, Puerto Rico, Guam and 18 countries. Our franchisees are contractually obligated to operate their restaurants in accordance with our standards and we provide training and support to franchisees. However, franchisees are independent third parties that we do not control, and these franchisees own, operate and oversee the daily operations of their restaurants. As a result, the ultimate success and quality of any franchise restaurant rests with the franchisee. If franchisees do not successfully operate restaurants in a manner consistent with our product and service quality standards and contractual requirements, our image and reputation could be able to successfully offset increased costs by increasing menu prices or by other measures, as our ability to do so depends on a variety of factors, many ofharmed, which are beyond our control. As result, these events, combined with other more general economic and demographic conditions,in turn could impact our pricing and negativelyadversely affect our salesbusiness and profit margins.operating results.

We have a limited number of suppliers for our major products and rely on one custom distribution company for our national distribution program in the U.S. and Brazil. If our suppliers or custom distributor are unable to fulfill their obligations under their contracts or we are unable to develop or maintain relationships with these or new suppliers or distributors, if needed, we could encounter supply shortages and incur higher costs.

We depend on frequent deliveries of fresh food products that meet our specifications, and we have a limited number of suppliers for our major products, such as beef. In 2014,2016, we purchasedpurchased: (i) more than 90%85% of our U.S. beef raw materials from four beef suppliers that represent more than 90%approximately 83% of the total beef marketplace in the U.S.U.S and (ii) more than 95% of our Brazil beef raw materials from one beef supplier that represents approximately eight percent of the total Brazil beef marketplace. Due to the nature of our industry, we expect to continue to purchase a substantial amount of our beef from a small number of suppliers. We also use one supplier in the U.S. and Brazil, respectively, to process beef raw materials to our specifications and we use one distribution company to provide distribution services in the U.S.U.S and Brazil, respectively. Although we have not experienced significant problems with our suppliers or distributor,distributors, if our suppliers or distributordistributors are unable to fulfill their obligations under their contracts, we could encounter supply shortages and incur higher costs.

In addition, if we are unable to maintain current purchasing terms or ensure service availability with our suppliers and distributor, we may lose consumers and experience an increase in costs in seeking alternative supplier or distribution services. The failure to develop and maintain supplier and distributor relationships and any resulting disruptions to the provision of food and other supplies to our restaurant locations could adversely affect our operating results.

Failure to achieve our projected cost savings from our efficiency initiatives could adversely affect our results of operations and eliminate potential funding for growth opportunities.

In recent years, we have identified strategies and taken steps to reduce operating costs and free up resources to reinvest in our business. These strategies include improved supply chain management, implementing labor scheduling tools and integrating restaurant information systems across our brands. We continue to evaluate and implement further cost-saving initiatives. However, the ability to reduce our operating costs through these initiatives is subject to risks and uncertainties, such as our ability to obtain improved supply pricing and the reliability of any new suppliers or technology, and we cannot assure that these activities, or any other activities that we may undertake in the future, will achieve the

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desired cost savings and efficiencies. Failure to achieve such desired savings could adversely affect our results of operations and financial condition and curtail investment in growth opportunities.

There are risks and uncertainties associated with strategic actions and initiatives that we may implement.

From time to time, we consider various strategic actions and initiatives in order to grow and evolve our business and brands and improve our operating results. These actions and initiatives could include, among other things, acquisitions or dispositions of restaurants or brands, new joint ventures, new franchise arrangements, restaurant closures and changes to our operating model. For example, in fiscal year 2016, we sold 72 South Korea restaurants and engaged in sale-leaseback transactions with respect to 159 restaurant properties. There can be no assurance that any such actions or initiatives will be successful or deliver their anticipated benefits. We may be exposed to new and unforeseen risks and challenges, particularly if we enter into markets or engage in activities with which we have no or limited prior experience, and it may be difficult to predict the success of such endeavors. If we incur significant expenses or divert management, financial and other resources to a strategic initiative that is unsuccessful or does not meet our expectations, our results of operations and financial condition would be adversely affected. We may also incur significant asset impairment and other charges in connection with any such initiative. Regardless of the ultimate success of a strategic initiative, the implementation and integration of new business or operational processes could be disruptive to our current operations. Even if we test and evaluate an initiative on a limited basis, the diversion of management time and resources could have an adverse effect on our business.

Our business is subject to seasonal and periodic fluctuations and past results are not indicative of future results.

Historically, consumer traffic patterns for our established restaurants are generally highest in the first quarter of the year and lowest in the third quarter of the year. Holidays may also affect sales volumes seasonally in some of the markets in which we operate. In addition, our quarterly results have been and will continue to be affected by the timing of new restaurant openings and their associated preopening costs, as well as restaurant closures and exit-related costs, debt extinguishment and modification costs and impairments of goodwill, intangible assets and property, fixtures and equipment. As a result of these and other factors, our financial results for any quarter may not be indicative of the results that may be achieved for a full fiscal year.

Significant adverse weather conditions and other disasters or unforeseen events could negatively impact our results of operations.

Adverse weather conditions and natural disasters and other unforeseen events, such as winter storms, severe temperatures, thunderstorms, floods, hurricanes and earthquakes, terror attacks, war and widespread/pandemic illness, and the effects of such events on economic conditions and consumer spending patterns, could negatively impact our results of operations. Temporary and prolonged restaurant closures may occur and consumer traffic may decline due to the actual or perceived effects from these events. For example, severe winter weather conditions have impacted our traffic and results of operations in the past.

Our failure or inability to enforce our trademarks or other proprietary rights could adversely affect our competitive position or the value of our brand.

Our trademarks, including Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill, Fleming’s Prime Steakhouse & Wine Bar and Bloomin’ Onion, and other proprietary rights are important to our success and our competitive position. The protective actions that we take may not be sufficient to prevent unauthorized usage or imitation by others, which

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could harm our image, brand or competitive position. Furthermore, our ability to protect trademarks and other proprietary rights may be more limited in certain international markets where we operate.

Litigation could have a material adverse impact on our business and our financial performance.

We are subject to lawsuits, administrative proceedings and claims that arise in the regular course of business. These matters typically involve claims by consumers, employees and others regarding issues such as food borne illness, food

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safety, premises liability, “dram shop” statute liability, compliance with wage and hour requirements, work-related injuries, promotional advertising, discrimination, harassment, disability and other operational issues common to the foodservice industry, as well as contract disputes and intellectual property infringement matters. Significant legal fees and costs in complex class action litigation or an adverse judgment or settlement that is not insured or is in excess of insurance coverage could have a material adverse effect on our financial position and results of operations.

Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance requirements and costs could negatively impact our profitability.

We are self-insured, or carry insurance programs with specific retention levels or high per-claim deductibles, for a significant portion of our risks and associated liabilities with respect to workers’ compensation, general liability, liquor liability, employment practices liability, property, health benefits, cyber security and other insurable risks. However, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure, including wage and hour claims. These losses, if they occur, could have a material and adverse effect on our business and results of operations. Additionally, if our insurance costs increase, there can be no assurance that we will be able to successfully offset the effect of such increases and our results of operations may be adversely affected.

Food safety and food-borne illness concerns in our restaurants or throughout the industry or supply chain may have an adverse effect on our business by reducing demand and increasing costs.

Regardless of the source or cause, any report of food-borne illnesses and other food safety issues, whether at one of our restaurants or in the industry or supply chain generally, could have a negative impact on our traffic and sales and adversely affect the reputation of our brands. Food safety issues could be caused by suppliers or distributors and, as a result, be out of our control. Health concerns or outbreaks of disease in a food product could also reduce demand for particular menu offerings. Even instances of food-borne illness, food tampering or food contamination occurring solely at restaurants of our competitors could result in negative publicity about the food service industry generally and adversely impact our sales. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, resulting in higher costs and lower margins.

The food service industry is affected by consumer preferences and perceptions, including the increasing prevalence of food allergies. Changes in these preferences and perceptions may lessen the demand for our products, which would reduce sales and harm our business.

Food service businesses are affected by changes in consumer tastes and demographic trends. For instance, if prevailing health or dietary preferences cause consumers to avoid steak and other products we offer in favor of foods that are perceived as more healthy, our business and operating results would be harmed. The increasing prevalence of food allergies and consumers with vegan and gluten-free diets, for example, may cause consumers to choose to dine out less frequently or choose other restaurants with different menu options.

Failure to maintain effective systems of internal control over financial reporting and disclosure controls and procedures could adversely affect the trading price of our common stock.

Effective internal control over financial reporting is necessary for us to provide accurate financial information. If we are unable to adequately maintain effective internal control over financial reporting, we may not be able to accurately report our financial results, which could cause investors to lose confidence in our reported financial information and negatively affect the trading price of our common stock. Furthermore, we cannot be certain that our internal control

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over financial reporting and disclosure controls and procedures will prevent all possible error and fraud. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, in our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake, which could have an adverse impact on our business.

Risks Related to Our Indebtedness

Our substantial leverage and our ability to refinance our indebtedness in the future could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and expose us to interest rate risk in connection with our variable-rate debt.

We are highly leveraged. As of December 28, 2014,25, 2016, our total indebtedness was $1.3 billion. As of December 28, 2014,$1.1 billion and we also had $245.4$175.2 million in available unused borrowing capacity under our revolving credit facility, includingnet of undrawn letters of credit of $29.6$27.8 million.

Our high degree of leverage could have important consequences, including:

making it more difficult for us to make payments on indebtedness;
increasing our vulnerability to general economic, industry and competitive conditions and the various risks we face in our business;
increasing our cost of borrowing;
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, dividend payments, share repurchases and future business opportunities;
exposing us to the risk of increased interest rates because certain of our borrowings under our senior secured credit facilities and commercial mortgage-backed securities loans are at variable rates of interest;
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

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limiting our ability to obtain additional financing for working capital, capital expenditures, restaurant development, debt service requirements, acquisitions and general corporate or other purposes; and
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who may not be as highly leveraged.

We may incur substantial additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities (the “Credit Facilities”) and the commercial mortgage-backed securities loans entered into in March 2012 (the “2012 CMBS Loan”“Senior Secured Credit Facility”). If new indebtedness is added to our current debt levels, the related risks that we now face could increase.

We have $846.3 millionhad $1.0 billion of variable-rate debt outstanding under our Senior Secured Credit Facilities, and $45.1 millionFacility as of the 2012 CMBS Loan bears interest based on a floating rate index.December 25, 2016. In September 2014, we entered into variable-to-fixed interest rate swap agreements with eight counterparties to hedge a portion of the cash flows of our variable rate debt.debt that had a start date of June 30, 2015. The swap agreements have an aggregate notional amount of $400.0 million a forward start date of June 30, 2015 and mature on May 16, 2019. While these agreements limit our exposure to higher interest rates, an increase in the floating rate could nonetheless cause a material increase in our interest expense due to the total amount of our outstanding variable rate indebtedness.

We cannot be certain that our financial condition or credit and other market conditions will be favorable when our Senior Secured Credit Facility matures in 2019, or at any earlier time we may seek to refinance our debt. If we are unable to refinance our indebtedness on favorable terms, our financial condition and results of operations would be adversely affected.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

We are a holding company and conduct our operations through our subsidiaries, certain of which have incurred their own indebtedness. Our subsidiaries’ debt agreements contain various covenants that limit our ability to obtain funds from our subsidiaries through dividends, loans or advances. In addition, certain of our debt agreements limit our and our subsidiaries’ ability to, among other things, incur or guarantee additional indebtedness, pay dividends on, redeem or repurchase our capital stock, make certain acquisitions or investments, incur or permit to exist certain liens, enter into transactions with affiliates or sell our assets to, merge or consolidate with or into, another company. Our debt

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agreements require us to satisfy certain financial tests and ratios. Our ability to satisfy such tests and ratios may be affected by events outside of our control.

If we breach the covenants under our debt agreements, the lenders could elect to declare all amounts outstanding under the agreements to be immediately due and payable and terminate all commitments to extend further credit. If we are unable to repay those amounts, the lenders under the Credit Facilities and the 2012 CMBS Loan could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets as collateral under our Credit Facilities and the 2012 CMBS Loan.debt agreement. If theour lenders under the Credit Facilities and the 2012 CMBS Loan accelerate the repayment of borrowings, we cannot be certain that we will have sufficient assets to repay them.

We may not be able to generate sufficient cash to service all of our indebtedness and operating lease obligations, and we may be forced to take other actions to satisfy our obligations under our indebtedness and operating lease obligations, which may not be successful. If we fail to meet these obligations, we would be in default under our debt agreements and the lenders could elect to declare all amounts outstanding under them to be immediately due and payable and terminate all commitments to extend further credit.

Our ability to make scheduled payments on our debt obligations and to satisfy our operating lease obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to financial, business and other factors, many of which are beyond our control. Our ability to refinance our indebtedness also depends on our financial condition, as well as credit market conditions, at the time. We cannot be certain that conditions will be favorable when our 2012 CMBS Loan matures in 2017 or when our Credit Facilities mature in 2019, or at any earlier time we may seek to refinance our debt. We cannot be certain that we will maintain a level of cash flow from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, or to pay our operating lease obligations. If our cash flow and capital resources are insufficient to fund our debt service obligations and operating lease obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be

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required to dispose of material assets or operations or take other actions to meet our debt service and other obligations. Our debt agreements restrict our ability to dispose of assets and how we may use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could otherwise realize from such dispositions and any such proceeds that are realized may not be adequate to meet any debt service obligations then due. The failure to meet our debt service obligations or the failure to remain in compliance with the financial covenants under our debt agreements would constitute an event of default under those agreements and the lenders could elect to declare all amounts outstanding under them to be immediately due and payable and terminate all commitments to extend further credit.

Risks Related to Our Common Stock

Our stock price is subject to volatility.

The stock market in general is highly volatile. As a result, the market price of our common stock is similarly volatile. The price of our common stock could be subject to wide fluctuations in response to a number of factors, some of which may be beyond our control. These factors include actual or anticipated fluctuations in our operating results, changes in, or our ability to achieve, estimates of our operating results by analysts, investors or management, analysts’ recommendations regarding our stock or our competitors’ stock, sales of substantial amounts of our common stock by our stockholders, actions or announcements by us or our competitors, the maintenance and growth of the value of our brands, litigation, legislation or other regulatory developments affecting us or our industry, natural disasters, terrorist acts, war or other calamities and changes in general market and economic conditions.


22

BLOOMIN’ BRANDS, INC.

There may be sales of a substantial amount of our common stock by our current stockholders, and these sales could cause the price of our common stock to fall.

Sales of substantial amounts of our common stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future.

As of February 18, 2015, the Bain Capital Entities hold 14.5% of our outstanding common stock. Pursuant to a registration rights agreement to which we are party with the Bain Capital Entities and certain other stockholders, the Bain Capital Entities or such other stockholders may require us to file one or more prospectus supplements to the registration statement on Form S-3 we have filed with the SEC for the resale of shares, and any shares sold pursuant to such prospectus supplements would become eligible for sale without restriction by persons other than our affiliates.

If we are unable to continue to pay dividends or repurchase our stock, your investment in our common stock may decline in value.
We recently announced the initiation of
In 2015, we initiated a quarterly dividend program andprogram. Our Board of Directors has also authorized several stock repurchase program.programs commencing in late 2014 and we have repurchased a significant amount of our stock since that time. The continuation of these programs, at all or consistent with past levels, will require the generation of sufficient cash flows.flows and the existence of surplus. Any decisions to declare and pay dividends and continue the stock repurchase programprograms in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, borrowing capacity, contractual restrictions and other factors that our Board of Directors may deem relevant at the time.

Our ability to pay dividends is dependent on our ability to obtain funds from our subsidiaries and to have access to our revolving credit facility. Payment of dividends by OSI,Based on our primary operating subsidiary, to Bloomin’ Brands iscredit agreement, restricted under our Credit Facilities to dividends for the purpose of paying Bloomin’ Brands’ franchise and income taxes and ordinary course operating expenses; dividends for certain other limited purposes; and other dividends subject to an aggregate cap over the term of the agreement. Restricted dividend payments from OSI to Bloomin’ Brands can be made on an unlimited basis provided the total net leverage ratio does not exceed 2:50 to 1.00.we are compliant with our debt covenants.

If we discontinue our dividend or stock repurchase program,programs, or reduce the amount of the dividends we pay or stock that we repurchase, the price of our common stock may fall. As a result, you may not be able to resell your shares at or above the price you paid for them.

Provisions in our certificate of incorporation and bylaws, our 2012 CMBS Loan documents, ourSenior Secured Credit FacilitiesFacility and Delaware law may discourage, delay or prevent a change of control of our company or changes in our management and, therefore, may depress the trading price of our stock.

Our certificate of incorporation and bylaws include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of our company or changes in our management.

In addition, the mortgage loan agreement for the CMBS Loan and our Senior Secured Credit FacilitiesFacility includes change of control provisions that require that no stockholder or “group” within the Bain Capital Entities,meaning of Section 13(d) of the Exchange Act (other than our former private equity sponsors, our founders and our management stockholders or other permitted holders either own no lessholders) has obtained more than 51%40% of our common stock or if they do not, that certain other conditions are satisfied, including that a new stockholder has not obtained ownership above certain thresholds. Asvoting power.


24

BLOOMIN’ BRANDS, INC.

These provisions in our certificate of incorporation, bylaws, the 2012 CMBS Loan documents and Senior Secured Credit FacilitiesFacility may discourage, delay or prevent a transaction involving a change in control of our companythe Company that is in the best interests of our stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts.

Section 203 of the Delaware General Corporation Law may affect the ability of an “interested stockholder” to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares, for a period of three years following the time that the stockholder becomes an “interested stockholder.” An “interested stockholder”

23

BLOOMIN’ BRANDS, INC.

is defined to include persons owning directly or indirectly 15% or more of the outstanding voting stock of a corporation. WeAlthough we have elected in our certificate of incorporation not to be subject to Section 203 of the Delaware General Corporation Law. However,Law our certificate of incorporation contains provisions that have the same effect as Section 203, except that they provide that the Bain Capital Entities and their respective affiliatesour former private equity sponsors will not be deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions.

The Bain Capital Entities have significant influence over us, including with respect to decisions that require the approval of stockholders, which could limit your ability to influence the outcome of key transactions, including a change of control.

As of February 18, 2015, the Bain Capital Entities beneficially own 14.5% of our outstanding common stock. As long as the Bain Capital Entities beneficially own at least 3% of our outstanding common stock, they will have the right to designate two nominees for election to our Board of Directors, with each nominee to serve in a separate class. The Bain Capital Entities are also entitled to have one of their nominees serve on each committee of our Board of Directors, other than the Audit Committee, subject to applicable law and stock exchange rules. As a result, for so long as the Bain Capital Entities beneficially own at least 3% of our outstanding common stock, they will continue to be able exercise substantial influence over our business and affairs.

Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders may experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.

Item 1B. Unresolved Staff Comments

Not applicable.



2425

BLOOMIN’ BRANDS, INC.

Item 2.    Properties

During 2016, we entered into sale-leaseback transactions with third-parties in which we sold 159 restaurant properties. As of December 28, 201425, 2016, we owned 20%7% of our restaurant sites and leased the remaining 80%93% of our restaurant sites from third parties. We had 1,5101,516 system-wide restaurants located across the following states, territories or countries as of December 28, 201425, 2016:
U.S.
COMPANY-OWNED FRANCHISE
Alabama20
 Louisiana22
 Ohio49
 Alabama1
Arizona28
 Maryland41
 Oklahoma11
 Alaska1
Arkansas11
 Massachusetts22
 Pennsylvania46
 California62
California15
 Michigan37
 Rhode Island3
 Florida1
Colorado30
 Minnesota9
 South Carolina39
 Georgia1
Connecticut15
 Mississippi1
 South Dakota2
 Idaho6
Delaware4
 Missouri16
 Tennessee37
 Mississippi7
Florida220
 Montana1
 Texas74
 Montana2
Georgia48
 Nebraska7
 Utah6
 Ohio1
Hawaii6
 Nevada16
 Vermont1
 Oregon7
Illinois26
 New Hampshire3
 Virginia60
 Tennessee3
Indiana23
 New Jersey44
 West Virginia8
 Virginia1
Iowa7
 New Mexico6
 Wisconsin12
 Washington20
Kansas7
 New York45
 Wyoming2
   
Kentucky17
 North Carolina67
      
Total U.S. company-owned1,164
 Total U.S. franchise113
INTERNATIONAL
COMPANY-OWNED FRANCHISE
Brazil (1)97
 Australia7
 Ecuador1
 Puerto Rico3
China (Mainland)6
 Bahamas1
 Guam1
 Qatar1
Hong Kong9
 Brazil1
 Indonesia4
 Saudi Arabia5
   Canada2
 Japan10
 Singapore2
   Chile1
 Malaysia2
 South Korea73
   Costa Rica1
 Mexico5
 Thailand1
   Dominican Republic2
 Philippines4
   
Total International company-owned112
       Total International franchise127
U.S.
COMPANY-OWNED FRANCHISE
Alabama20
 Louisiana21
 Ohio48
 Alabama1
Arizona30
 Maryland42
 Oklahoma11
 Alaska1
Arkansas11
 Massachusetts20
 Pennsylvania45
 California63
California22
 Michigan37
 Puerto Rico1
 Florida2
Colorado30
 Minnesota9
 Rhode Island4
 Idaho6
Connecticut15
 Mississippi2
 South Carolina39
 Mississippi7
Delaware3
 Missouri16
 South Dakota2
 Montana2
Florida224
 Montana1
 Tennessee36
 Ohio1
Georgia49
 Nebraska7
 Texas73
 Oregon7
Hawaii6
 Nevada17
 Utah6
 Tennessee3
Illinois27
 New Hampshire2
 Vermont1
 Washington18
Indiana23
 New Jersey44
 Virginia62
  
Iowa7
 New Mexico6
 West Virginia8
   
Kansas8
 New York46
 Wisconsin12
   
Kentucky17
 North Carolina65
 Wyoming2
   
Total U.S. company-owned1,177
 Total U.S. franchise111
INTERNATIONAL
COMPANY-OWNED FRANCHISE
Brazil (1)63
 Australia7
 Guam1
 Qatar1
China (Mainland)3
 Bahamas1
 Indonesia3
 Saudia Arabia4
Hong Kong8
 Canada3
 Japan10
 Singapore2
South Korea (2)93
 Costa Rica1
 Malaysia2
 Taiwan5
   Dominican Republic2
 Mexico6
 Thailand1
   Ecuador1
 Philippines4
 United Arab Emirates1
Total International company-owned167
 Total International franchise55
____________________
(1)
The restaurant count for Brazil is reported as of November 30, 2014 and excludes one restaurant opened in December 2014.
(2)
The restaurant count as2016 to correspond with the balance sheet date of December 28, 2014 includes 21 locations, primarily in South Korea, scheduled to close during 2015.this subsidiary.

Following is a summary of the location and leased square footage for our corporate offices all of which are leased, as of December 28, 201425, 2016:
LOCATION USE SQUARE FEET LEASE EXPIRATION
Tampa, Florida Corporate Headquarters 168,000
 1/31/2025
Newport Beach, CaliforniaFleming’s Operations Center3,941
2/28/2017
Seoul, KoreaKorea Operations Center6,174
6/30/2017
São Paulo, Brazil Brazil Operations Center 11,72222,000
 6/30/20197/31/2021

We also have a number of other smaller office locations regionally in the United States, China (mainland) and Hong Kong.


25

BLOOMIN’ BRANDS, INC.

Item 3.    Legal Proceedings

For a description of our legal proceedings, see Note 1918 - Commitments and Contingencies, of the Notes to the Consolidated Financial Statements of this Report.

26

BLOOMIN’ BRANDS, INC.

Item 4. Mine Safety Disclosures

Not applicable.


26

BLOOMIN’ BRANDS, INC.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET INFORMATION AND DIVIDENDS

Our common stock is listed on the Nasdaq Global Select Market under the symbol “BLMN”.

In December 2014, our Board of Directors (our “Board”) adopted a dividend policy under which it intends to declare quarterly cash dividends on shares of our common stock. Future dividend payments will depend on earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board considers relevant. The terms of our debt agreements permit regular quarterly dividend payments, subject to certain restrictions. The following table sets forth for the periods indicated the high and low sales prices per share of our common stock as reported on Nasdaq:Nasdaq and the dividends declared and paid during the periods indicated:
SALES PRICE 
DIVIDENDS DECLARED
AND PAID (1)
2014 20132016 2015 
HIGH LOW HIGH LOWHIGH LOW HIGH LOW 2016 2015
First Quarter$26.45
 $21.59
 $18.99
 $15.86
$18.09
 $14.91
 $26.25
 $22.91
 $0.07
 $0.06
Second Quarter24.96
 20.16
 26.08
 17.41
19.83
 16.01
 24.53
 20.86
 0.07
 0.06
Third Quarter22.81
 15.01
 26.71
 21.73
19.89
 17.21
 23.83
 18.00
 0.07
 0.06
Fourth Quarter24.05
 17.45
 27.27
 20.91
19.99
 15.82
 19.44
 15.90
 0.07
 0.06
____________________
(1)
See Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - DIVIDENDS AND SHARE REPURCHASES.”

HOLDERS

As of February 18, 2015,17, 2017, there were 15091 holders of record of our common stock.

DIVIDENDS

The terms of our debt agreements place restrictions on the amount of dividends we can pay. We did not declare or pay any dividends on our common stock during 2014 or 2013. For a discussion of our dividend program and restrictions, see Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - DIVIDENDS AND SHARE REPURCHASES.”

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table presents the securities authorized for issuance under our equity compensation plans as of December 28, 201425, 2016:
(in thousands, except exercise price) (a) (b) (c)
(shares in thousands) (a) (b) (c)
PLAN CATEGORY NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (1) NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) (1)
Equity compensation plans approved by security holders 9,777
 $11.59
 5,253
 10,984
 $14.24
 6,128
____________________
(1)The shares remaining available for issuance may be issued in the form of stock options, restricted stock, restricted stock units or other stock awards under the 20122016 Omnibus Incentive Plan.Compensation Plan (the “2016 Incentive Plan”).

On the first business day of each fiscal year, the aggregate number of shares that may be issued pursuant to our 2012 Incentive Plan automatically increases by two percent of the total shares then issued and outstanding.


27

BLOOMIN’ BRANDS, INC.

STOCK PERFORMANCE GRAPH

The following graph depicts the total return to stockholders from August 8, 2012, the date our common stock became listed on the Nasdaq Global Select Market, through December 28, 201425, 2016, relative to the performance of the Standard & Poor’s 500 Index and the Standard & Poor’s 500 Consumer Discretionary Sector, a peer group. The graph assumes an investment of $100 in our common stock and each index on August 8, 2012 and the reinvestment of dividends paid since that date. The stock price performance shown in the graph is not necessarily indicative of future price performance.

 AUGUST 8, 2012 DECEMBER 31, 2012 DECEMBER 31, 2013 DECEMBER 28, 2014AUGUST 8,
2012
 DECEMBER 31,
2012

DECEMBER 31,
2013

DECEMBER 28,
2014

DECEMBER 27,
2015

DECEMBER 25,
2016
Bloomin’ Brands, Inc. (BLMN) $100.00
 $126.03
 $193.47
 $191.38
$100.00
 $126.03

$193.47

$191.38

$139.38

$151.25
Standard & Poor’s 500 100.00
 102.72
 135.96
 156.76
100.00
 102.72

135.96

156.76

157.94

177.32
Standard & Poor’s Consumer Discretionary 100.00
 107.53
 153.58
 168.55
100.00
 107.53

153.58

168.55

186.16

199.30


28

BLOOMIN’ BRANDS, INC.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table provides information regarding our purchases of common stock during the thirteen weeks ended December 28, 201425, 2016:
MONTH TOTAL NUMBER OF SHARES PURCHASED (1) AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS (2)
September 29, 2014 through October 26, 2014 
 $
 * *
October 27, 2014 through November 23, 2014 
 $
 * *
November 24, 2014 through December 28, 2014 2,652
 $23.02
 
 $100,000,000
Total 2,652
   
 $100,000,000
PERIOD TOTAL NUMBER OF SHARES PURCHASED (1) AVERAGE PRICE PAID PER SHARE TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS
September 26, 2016 through October 23, 2016 
 $
 
 $165,000,032
October 24, 2016 through November 20, 2016 619,700
 $19.36
 619,700
 $153,004,103
November 21, 2016 through December 25, 2016 1,199,256
 $19.22
 1,196,698
 $130,004,739
Total 1,818,956
   1,816,398
 

____________________
*Not applicable as we did not have a share repurchase plan in effect until December 2014.
(1)Common stock purchased duringOn July 26, 2016, the thirteen weeks ended December 28, 2014 represented shares which were withheld for tax payments due upon the vesting of employee restricted stock awards.
(2)The Board of Directors authorized the repurchase of $100.0$300.0 million of our outstanding common stock as announced publicly in our press release issued on July 29, 2016 (the “July 2016 Share Repurchase Program”). The July 2016 Share Repurchase Program will expire on January 26, 2018. Common stock repurchased during the thirteen weeks ended December 16, 2014. As of December 28, 2014, no25, 2016 represented shares had been repurchased under the program. The authorization expires on June 12, 2016.July 2016 Share Repurchase Program and 2,558 shares withheld for tax payments due upon vesting of employee restricted stock awards.

29

BLOOMIN’ BRANDS, INC.

Item 6. Selected Financial Data
 FISCAL YEAR
(dollars in thousands, except per share data)2016 2015 2014 2013 2012
Operating Results:         
Revenues         
Restaurant sales (1)$4,226,057
 $4,349,921
 $4,415,783
 $4,089,128
 $3,946,116
Other revenues26,255
 27,755
 26,928
 40,102
 41,679
Total revenues (1)4,252,312
 4,377,676
 4,442,711
 4,129,230
 3,987,795
Income from operations (2)127,606
 230,925
 191,964
 225,357
 181,137
Net income including noncontrolling interests (2) (3)46,347
 131,560
 95,926
 214,568
 61,304
Net income attributable to Bloomin’ Brands (2) (3)$41,748
 $127,327
 $91,090
 $208,367
 $49,971
Basic earnings per share$0.37
 $1.04
 $0.73
 $1.69
 $0.45
Diluted earnings per share$0.37
 $1.01
 $0.71
 $1.63
 $0.44
Cash dividends declared per common share$0.28
 $0.24
 $
 $
 $
Balance Sheet Data:         
Total assets$2,642,279
 $3,032,569
 $3,338,240
 $3,267,421
 $3,003,214
Total debt, net1,089,485
 1,316,864
 1,309,797
 1,408,088
 1,481,101
Total stockholders’ equity (4)195,353
 421,900
 556,449
 482,709
 220,205
Common stock outstanding (4)103,922
 119,215
 125,950
 124,784
 121,148
Cash Flow Data:         
Investing activities:         
Capital expenditures$260,578
 $210,263
 $237,868
 $237,214
 $178,720
Proceeds from sale-leaseback transactions, net530,684
 
 
 
 192,886
Financing activities:         
Repurchase of common stock (4)$310,334
 $170,769
 $930
 $436
 $
 FISCAL YEAR
(in thousands, except per share data)2014 2013 2012 2011 2010
Operating Results:         
Revenues         
Restaurant sales$4,415,783
 $4,089,128
 $3,946,116
 $3,803,252
 $3,594,681
Other revenues26,928
 40,102
 41,679
 38,012
 33,606
Total revenues (1)4,442,711
 4,129,230
 3,987,795
 3,841,264
 3,628,287
Income from operations (2)191,964
 225,357
 181,137
 213,452
 168,911
Net income including noncontrolling interests (2) (3)95,926
 214,568
 61,304
 109,179
 59,176
Net income attributable to Bloomin’ Brands (2) (3)$91,090
 $208,367
 $49,971
 $100,005
 $52,968
Basic earnings per share$0.73
 $1.69
 $0.45
 $0.94
 $0.50
Diluted earnings per share$0.71
 $1.63
 $0.44
 $0.94
 $0.50
Balance Sheet Data:         
Total assets$3,344,286
 $3,278,476
 $3,016,553
 $3,353,936
 $3,243,411
Total debt, net1,315,843
 1,419,143
 1,494,440
 2,109,290
 2,171,524
Total stockholders’ equity (deficit) (4)556,449
 482,709
 220,205
 40,297
 (55,911)
Cash Flow Data:         
Capital expenditures$237,868
 $237,214
 $178,720
 $120,906
 $60,476
____________________
Note: This selected consolidated financial data should be read in conjunction with the consolidated financial statements and notes thereto, included in Item 8 of this Report and Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Item 7 of this Report.

(1)TotalDue to the change in our fiscal year end, total revenues for 2015 include $24.3 million of higher restaurant sales and total revenues in fiscal year 2014 include $46.0 million of lesslower restaurant salessales.
(2)Fiscal year 2016 includes: (i) $51.4 million of asset impairments and closing costs related to the 2017 Closure Initiative and Bonefish Restructuring (as defined later), (ii) $43.1 million of asset impairments related to our sale of Outback Steakhouse South Korea and for our Puerto Rico subsidiary, (iii) $7.2 million of asset impairments and restaurant closing costs related to the relocation of certain restaurants and (iv) $5.5 million of severance related to restructuring of certain functions and the relocation of our Fleming’s operations center to the corporate home office. Fiscal year 2015 results include $4.9 million of higher income from operations due to a change in our fiscal year end.
(2)end and $31.8 million of asset impairments and restaurant closing costs related to our Bonefish Restructuring and our International and Domestic Restaurant Closure Initiatives. Fiscal year 2014 results include $9.2 million of lesslower income from operations due to a change in our fiscal year end, $26.8 million of asset impairments and restaurant closing costs related to our International and Domestic Restaurant Closure Initiatives, $24.0 million of asset impairments related to our Roy’s concept and corporate airplanes and $9.0 million of severance related to our organizational realignment. Fiscal year 2013 results include $18.7 million of asset impairments due to our Domestic Restaurant Closure Initiative. Fiscal year 2012 includesincludes: (i) $34.1 million of certain executive compensation costs and non-cash stock compensation charges incurred in connection with the completion of our initial public offering (“IPO”), (ii) management fees and other reimbursable expenses of $13.8 million related to a management agreement with our sponsors and founders, which terminated at the time of our IPO and (iii) $7.4 million of legal and other professional fees, primarily related to a lease amendment between OSI and PRP. Fiscal 2012, 2011 and 2010 results include management fees and other reimbursable expenses of $13.8 million, $9.4 million and $11.6 million, respectively, related to a management agreement with our sponsors and founders, which terminated at the time of our IPO.
(3)
Fiscal years 2016, 2015, 2014, 2013 and 2012 include $11.1$27.0 million, $3.0 million, $11.1 million, $14.6 million and $21.0$21.0 million, respectively, of loss on defeasance, extinguishment and modification for: (i) the refinancing in 2014, the repricing in 2013 and the refinancing in 2012 of our Senior Secured Credit Facility, (ii) the retirement of OSI’s senior notes in 2012 and (iii) the refinancing of the CMBS loan in 2012.debt. Fiscal year 2013 includes a $36.6 million gain on remeasurement of a previously held equity investment related to our Brazil acquisition. Fiscal year 2013 includes a $52.0 million income tax benefit for a U.S. valuation allowance release. Fiscal 2011 includes a $33.2 million gain related to the recovery of a note receivable from an affiliated entity.
(4)On August 13, 2012,During fiscal years 2016 and 2015, we completed an IPO in which we issuedrepurchased 16.6 million and sold an aggregate of 14,196,8457.6 million shares of our outstanding common stock at a price to the public of $11.00 per share. We received net proceeds in the offering of $142.2 million after deducting underwriting discounts and commissions and other offering related expenses.stock.



30

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Overview

We are one of the largest casual dining restaurant companies in the world with a portfolio of leading, differentiated restaurant concepts. As of December 28, 2014,25, 2016, we owned and operated 1,3441,276 restaurants and franchised 166240 restaurants across 48 states, Puerto Rico, Guam and 2120 countries. We have four founder-inspired core concepts: Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse & Wine Bar.

The casual dining restaurant industry is a highly competitive and fragmented industry and is sensitive to changes in the economy, trends in lifestyles, seasonality and fluctuating costs. Operating margins for restaurants can vary due to competitive pricing strategies, labor costs and fluctuations in prices of commodities and other necessities to operate a restaurant, such as natural gas or other energy supplies. Restaurant companies tend to be focused on increasing market share, comparable restaurant sales growth and new unit growth. Our industry is characterized by high initial capital investment, coupled with high labor costs. As a result, we focus on driving increased sales at existing restaurants in order to raise margins and profits, because the incremental contribution to profits from every additional dollar of sales above the minimum costs required to open, staff and operate a restaurant is relatively high. Historically, we have focused on restaurant growth with strong unit level economics.

2014 Business and Financial HighlightsExecutive Summary

Our 20142016 financial results include:

An increaseA decrease in total revenues of 7.6%2.9% to $4.4$4.3 billion in 20142016 as compared to 2013,2015, driven primarily by restaurants in Brazil that were acquired November 1, 2013 and an increase in sales from 100 restaurants not included in ourthe sale of Outback Steakhouse South Korea, lower U.S. comparable restaurant sales base.and the effect of foreign currency translation, partially offset by the net benefit of restaurant openings and closings.

An increaseOperating margin at the restaurant level declined (0.7)% in system-wide sales of 2.4% in 2014fiscal year 2016 as compared to 2013. In addition, we grew blended domestic comparable restaurant salesfiscal year 2015, primarily due to higher labor costs and commodity and operating expense inflation, partially offset by 2.0%the impact of certain cost saving initiatives and increases in 2014.average check per person.

Income from operations of $192.0decreased to $127.6 million in 20142016 as compared to $225.4$230.9 million in 2013, which was2015, primarily due to: (i) impairmentsto impairment charges incurred in connection with the 2017 Closure Initiative and restaurant closing costs related to our International and Domestic Restaurant Closure Initiatives, (ii) asset impairments related to Roy’s and corporate aircraft, (iii) lower average unit volumes at ourthe sale of Outback South Korea restaurants, (iv) higher General and administrative costs, and (v) higher Depreciation and amortization as a percentage of revenue. These decreases weredecrease in operating margin at the restaurant-level, partially offset by an increase in operating margins at the restaurant level.

Productivitylower general and cost management initiatives provided savings of $65.4 million in 2014; and
administrative expense.

During fiscal year 2014,2016, we paid down $102.3repurchased $309.9 million of our debt.common stock and declared and paid $31.4 million of dividends.

Following is a summary of factors that impacted our operating results and liquidity in 2016 and significant actions we have taken during the year:

PRP Mortgage Loan - In February 2016, New Private Restaurant Partners, LLC, our indirect wholly-owned subsidiary (“PRP”), entered into a loan agreement (the “PRP Mortgage Loan”), pursuant to which PRP borrowed $300.0 million. The proceeds of the PRP Mortgage Loan were used, together with borrowings under our revolving credit facility, to prepay a portion, and fully defease the remainder, of the 2012 CMBS loan. In connection with the defeasance, we recognized a loss of $26.6 million during 2016. In July 2016, PRP entered into an Amendment to the PRP Mortgage Loan to provide for additional borrowings of $69.5 million. See Note 11 - Long-term Debt, Net of the Notes to Consolidated Financial Statements for further information.

Sale-leaseback Transactions - During fiscal year 2016, we entered into sale-leaseback transactions with third-parties in which we sold 159 restaurant properties at fair market value for gross proceeds of $560.4 million. With the proceeds from these transactions, we made payments of $322.3 million on our PRP Mortgage Loan.

Subsequent to December 25, 2016, we entered into sale-leaseback transactions with third parties in which we sold six restaurant properties at fair market value for gross proceeds of $21.6 million and made payments of $19.2 million on our PRP Mortgage Loan. As of the date of this filing, the PRP Mortgage Loan had a remaining balance of $28.0 million.


31

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Following is a summary of significant actions we have taken during the year and other factors that impacted our operating results and liquidity in 2014:

Dividend and Share Repurchase Programs - In December 2014, our Board of Directors adopted a dividend policy under which it intends to declare quarterly cash dividends on shares of our common stock. On February 12, 2015, the Board of Directors declared our first quarterly cash dividend of $0.06 per share.

Our Board of Directors also approved a share repurchase program under which we are authorized to repurchase up to $100.0 million of our outstanding common stock. As of December 28, 2014, no shares had been repurchased under the program. The authorization will expire on June 12, 2016.

RefinancingOutback South Korea - We completed a refinancing of our senior secured credit facilities and entered into the Amended Credit Agreement on May 16, 2014. The Amended Credit Agreement provides for senior secured financing of up to $1.125 billion, consisting of a new $300.0 million Term loan A, a $225.0 million Term loan B and a $600.0 million revolving credit facility, including letter of credit and swing-line loan sub-facilities. The Term loan A and revolving credit facility mature May 16, 2019, and the Term loan B matures on October 26, 2019. The Term loan A was issued with a discount of $2.9 million. At closing, $400.0 million was drawn under the revolving credit facility. The proceeds of the Term loan A and the loans made at closing under the revolving credit facility were used to pay down a portion of the Term loan B under the Credit Agreement. Our total indebtedness remained unchanged as a result of the refinancing.

Interest Rate Swaps - On September 9, 2014,July 25, 2016, we entered into variable-to-fixed interest rate swap agreements with eight counterparties to hedge a portion of the cash flows of our variable rate debt. The swap agreements have an aggregate notional amount of $400.0 million, a forward start date of June 30, 2015, and a maturity date of May 16, 2019. Under the terms of the swap agreements, we will pay a weighted-average fixed rate of 2.02% on the $400.0 million notional amount and receive payments from the counterparty based on the 30-day LIBOR rate.

Restaurant Closure Initiatives - We decided to close 36 underperforming international locations, primarily insold Outback Steakhouse South Korea (the “International Restaurant Closure Initiative”). We expect to substantially complete these international restaurant closings during the first quarter of 2015. In connection with the International Restaurant Closure Initiative, we incurred pre-tax asset impairments and restaurant closing costs of $21.9for $50.0 million during fiscal year 2014.

In the fourth quarter of 2013, we completed an assessment of our domestic restaurant base and decided to close 22 underperforming domestic locations (the “Domestic Restaurant Closure Initiative”). Aggregate restaurant closing costs of $4.9 million were incurred during fiscal year 2014 in connection with the Domestic Restaurant Closure Initiative.

Roy’s - In September 2014, we reclassified the assets and liabilities of Roy’s to held for sale.cash. In connection with the decision to sell Roy’s,Outback Steakhouse South Korea, we recorded pre-taxrecognized an impairment chargescharge of $13.4$39.6 million for Assets held for sale forduring fiscal year 2014. In January 2015, we sold2016. After completion of the sale, our Roy’s concept.restaurant locations in South Korea are operated as franchises.

Carrabba’s Royalty Agreement - To facilitate development opportunities outside the U.S., we amended our royalty agreement with the founders of Carrabba’s effective June 1, 2014. We plan to establish our Carrabba’s Italian Grill brand in Brazil, known as Abbraccio, with the first opening expected in 2015.
Casual Dining Industry and Macroeconomic Conditions -

The combination of macroeconomiccasual dining industry conditions and other macroeconomic factors havehas put considerable pressure on salesrestaurant sales. Competitive pressures, including discounting and marketing strategies, excess capacity in the casual dining industry, both domesticallythe relative affordability and quality of prepared meals from supermarkets and an increase in home delivery services and applications have impacted our South Korea market.traffic levels. We expect comparable restaurant sales to continue to be impacted in fiscal 2017 by current and anticipated market conditions.

Domestically, the ongoing impacts of reduced disposable consumer income, unemployment or underemployment, access to credit, other national, regional and local regulatory and economic conditions and consumer confidence have had a negative effect on discretionary consumer spending.2017 Closure Initiative


32

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


In our South Korea market, higher levels of household debt have impacted discretionary consumer spending, particularly in the casual dining environment. As a result of macro-economic conditions, an increasingly competitive market and other factors,On February 15, 2017, we decided to close 3643 underperforming international locations, primarilyrestaurants (the “2017 Closure Initiative”). Most of these restaurants will close in South Korea. We anticipate2017, with the restaurant closings in South Korea will promote a more efficient cost structurebalance closing as leases and allow us to maintain current levelscertain operating covenants expire or are amended or waived. In connection with the 2017 Closure Initiative, we reassessed the future undiscounted cash flows of profitability in a continued declining market. Asthe impacted restaurants, and as a result, we recognized pre-tax asset impairments of these actions, we believe that we have significantly reduced$46.5 million during fiscal year 2016. See Note 3 - Impairments, Disposals and Exit Costs of our Notes to Consolidated Financial Statements in Part II, Item 8 for additional details regarding the operational risk and financial impact related to our South Korea operations.2017 Closure Initiative.

Should the macro-economic and other conditions persist domestically and in our South Korea market, we will continue to face increased pressure with respect to our pricing, traffic levels and commodity costs. We believe that in this environment, we need to maintain our focus on value and innovation as well as refreshing our restaurant base to continue to drive sales.

GrowthBusiness Strategies

In 2015,2017, our key growthbusiness strategies include:

Grow Comparable Restaurant Sales.Continued Focus on U.S. Sales and Profitability. We plan to continue to remodel and relocate restaurants, make investments to enhance our restaurants,core guest experience, increase off-premise dining occasions, introduce innovative menu items that match evolving consumer preferences and use limited-time offers and multimedia marketing campaigns to drive traffic, selectively expand lunch and introduce innovative menu items that match evolving consumer preferences.traffic.

Pursue New Domestic Development Opportunities with Strong Unit Level Economics. We believe that a substantial development opportunity remains for our concepts in the U.S. Our top domestic development priority is Bonefish Grill unit growth. We expect to open between 40 and 50 system-wide locations in 2015, with 40% to 50% expected to be domestic restaurants.

Pursue StrategicAccelerate International Development in Selected Markets.Growth. We continue to focus on existing geographic regions in LatinSouth America and Asia, with strategic expansion in selected emerging and high growth developed markets. WeSpecifically, we are focusing our existing market growth in Brazil and new market growth in China. We expect at least 50% of our new unitsto open between 40 and 50 system-wide locations in 2015 will2017, with most expected to be international locations.

Drive Long-Term Shareholder Value. We plan to drive long-term shareholder value by reinvesting operational cash flow in our business, improving our credit profile and returning excess cash to shareholders through share repurchases and dividends.

We intend to fund our growth efforts,business strategies, in part, by utilizing productivity initiatives across our business. Productivity savings will be reinvested in the business to drive revenue growth and margin improvement.

Key Performance Indicators

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

Average restaurant unit volumes—average sales per restaurant to measure changes in consumer traffic, pricing and development of the brand;


32

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Comparable restaurant sales—year-over-year comparison of sales volumes for domestic, Company-owned restaurants that are open 18 months or more in order to remove the impact of new restaurant openings in comparing the operations of existing restaurants;

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

Adjusted restaurant-level operating margin, Adjusted income from operations, Adjusted net income, Adjusted diluted earnings per share Adjusted diluted earnings per pro forma share, EBITDA and Adjusted EBITDA—non-GAAP financial measures utilized to evaluate our operating performance, which definitions, usefulness and reconciliations are described in more detail in the “Non-GAAP Financial Measures” section below; and

Consumer satisfaction scores—measurement of our consumers’ experiences in a variety of key areas.


33

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


definitions, usefulness and reconciliations are described in more detail in the “Non-GAAP Financial Measures” section below; and

Consumer satisfaction scores—measurement of our consumers’ experiences in a variety of key areas.

Change in Fiscal Year End

On January 3, 2014, our Board of Directors approved a change in our fiscal year end from a calendar year ending on December 31 to a 52-53 week year ending on the last Sunday in December, effective with fiscal year 2014. In a 52 week fiscal year, each of our quarterly periods comprise 13 weeks. The additional week in a 53 week fiscal year is added to the fourth quarter, making that quarter consist of 14 weeks. We made the fiscal year change on a prospective basis and did not adjust operating results for prior periods. We believe this change will provide numerous benefits, including aligning our reporting periods to be more consistent with peer restaurant companies and improving comparability between periods by removing the trading day effect on Restaurant sales and operating margins.

Fiscal year 2014 consisted of the 52 weeks ended December 28, 2014 and fiscal years 2013 and 2012 consisted of the twelve months ended December 31, 2013 and 2012, respectively. The change in our fiscal year end resulted in three fewer operating days in fiscal year 2014 and we estimate that the associated impact in fiscal year 2014 was a reduction of $46.0 million and $9.2 million of Restaurant sales and Net income attributable to Bloomin’ Brands, respectively.

The reporting periods and applicable reports for fiscal year 2014 were as follows:
FISCAL PERIOD 2014 REPORTING PERIOD 
2014 FISCAL
PERIOD DAYS
 
COMPARABLE
2013 FISCAL
PERIOD DAYS
 
FISCAL YEAR CHANGE IMPACT
(in operating days)
First fiscal quarter January 1, 2014 to March 30, 2014 89 90 (1)
Second fiscal quarter March 31, 2014 to June 29, 2014 91 91 
Third fiscal quarter June 30, 2014 to September 28, 2014 91 92 (1)
Fourth fiscal quarter September 29, 2014 to December 28, 2014 91 92 (1)
Fiscal year January 1, 2014 to December 28, 2014 362 365 (3)

Segments

We operate restaurants under brands that have similar economic characteristics, nature of products and services, class of consumer and distribution methods, and we believe we meet the criteria for aggregating our operating segments, including our international operations, into a single reporting segment in fiscal year 2014.

During the first quarter of 2015, we recasted our segment reporting to reflect two reporting segments, U.S. and International, which matches changes made in how we manage our business, review operating performance and allocate resources. Our U.S. segment includes all brands operating in the U.S. while brands operating outside the U.S. are included in the International segment. Beginning in 2015, we will recast our prior period financial information to reflect comparable financial information for the new segment reporting.


34

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Selected Operating Data

The table below presents the number of our restaurants in operation as of the end of the periods indicated:
DECEMBER 28, 2014 DECEMBER 31, 2013 DECEMBER 31, 2012DECEMBER 25,
2016
 DECEMBER 27,
2015
 DECEMBER 28,
2014
Number of restaurants (at end of the period):      
U.S.     
Outback Steakhouse      
Company-owned—U.S.648 663 665
Company-owned—international (1) (2) (3)167 169 115
Franchised—U.S.105 105 106
Franchised and joint venture—international (1) (2)55 51 89
Company-owned650
 650
 648
Franchised105
 105
 105
Total975 988 975755
 755
 753
Carrabba’s Italian Grill      
Company-owned242 239 234242
 244
 242
Franchised1 1 12
 3
 1
Total243 240 235244
 247
 243
Bonefish Grill      
Company-owned201 187 167204
 210
 201
Franchised5 7 76
 5
 5
Total206 194 174210
 215
 206
Fleming’s Prime Steakhouse & Wine Bar      
Company-owned66 65 6568
 66
 66
Roy’s (4) 
Roy’s (1)     
Company-owned20 21 22
 
 20
System-wide total1,510 1,508 1,471
International     
Company-owned     
Outback Steakhouse - Brazil (2)83
 75
 63
Outback Steakhouse - South Korea (3)
 75
 91
Other29
 16
 11
Franchised     
Outback Steakhouse - South Korea (3)73
 
 
Other54
 58
 55
Total239
 224
 220
System-wide total (4)1,516
 1,507
 1,508
____________________
(1)Effective November 1, 2013, we acquired a controlling interest in the Brazil Joint Venture resulting in the consolidation and reporting of 47 restaurants (as of the acquisition date) as Company-owned locations, which are reported as unconsolidated joint venture locations in the historical periods presented.
(2)
The restaurant count for Brazil is reported as of November 30, 2014 and excludes one restaurant opened in December 2014. Restaurant counts for our Brazil were reported as of December 31st in fiscal year 2012.
(3)
The restaurant count as of December 28, 2014 includes 21 locations scheduled to close during 2015, including 20 in South Korea.
(4)On January 26, 2015, we sold our Roy’s concept.
(2)
The restaurant counts for Brazil are reported as of November 30, 2016, 2015 and 2014, respectively, to correspond with the balance sheet dates of this subsidiary.
(3)On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
(4)
The restaurant count as of December 25, 2016 includes 43 locations scheduled to close in connection with the 2017 Closure Initiative.


3534

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Results of Operations

The following table sets forth, for the periods indicated, the percentages of certain items in our Consolidated Statements of Operations and Comprehensive Income in relation to Total revenues or Restaurant sales, as indicated:
FISCAL YEARFISCAL YEAR
2014 2013 20122016 2015 2014
Revenues          
Restaurant sales99.4 % 99.0 % 99.0 %99.4 % 99.4 % 99.4 %
Other revenues0.6
 1.0
 1.0
Franchise and other revenues0.6
 0.6
 0.6
Total revenues100.0
 100.0
 100.0
100.0
 100.0
 100.0
Costs and expenses          
Cost of sales (1)32.5
 32.6
 32.5
32.1
 32.6
 32.5
Labor and other related (1)27.6
 28.3
 28.3
28.7
 27.7
 27.6
Other restaurant operating (1)23.8
 23.6
 23.3
23.5
 23.1
 23.8
Depreciation and amortization4.3
 4.0
 3.9
4.6
 4.3
 4.3
General and administrative6.9
 6.5
 8.2
6.3
 6.6
 6.9
Provision for impaired assets and restaurant closings1.2
 0.6
 0.3
2.5
 0.8
 1.2
Income from operations of unconsolidated affiliates
 (0.2) (0.1)
Total costs and expenses95.7
 94.5
 95.5
97.0
 94.7
 95.7
Income from operations4.3
 5.5
 4.5
3.0
 5.3
 4.3
Loss on extinguishment and modification of debt(0.3) (0.4) (0.5)
Gain on remeasurement of equity method investment
 0.9
 
Other expense, net(*)
 (*)
 (*)
Loss on defeasance, extinguishment and modification of debt(0.6) (0.1) (0.3)
Other income (expense), net*
 (*)
 (*)
Interest expense, net(1.3) (1.8) (2.2)(1.1) (1.3) (1.3)
Income before provision (benefit) for income taxes2.7
 4.2
 1.8
Provision (benefit) for income taxes0.5
 (1.0) 0.3
Income before provision for income taxes1.3
 3.9
 2.7
Provision for income taxes0.2
 0.9
 0.5
Net income2.2
 5.2
 1.5
1.1
 3.0
 2.2
Less: net income attributable to noncontrolling interests0.1
 0.2
 0.3
0.1
 0.1
 0.1
Net income attributable to Bloomin’ Brands2.1 % 5.0 % 1.2 %1.0 % 2.9 % 2.1 %
____________________
(1)As a percentage of Restaurant sales.
*
Less than 1/10th of one percent of Total revenues.


3635

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


RESTAURANT SALESRevenues

Restaurant sales - Following is a summary of the changeschange in restaurantsRestaurant sales for fiscal years 20142016 and 2013:2015:
 FISCAL YEAR
(dollars in millions):2014 2013
For fiscal years 2013 and 2012$4,089.1
 $3,946.1
Change from:   
Brazil acquisition (1)253.8
 23.4
Restaurant openings (2)136.4
 98.0
Comparable restaurant sales (2)40.5
 28.8
Restaurant closings(58.0) (7.2)
Change in fiscal year(46.0) 
For fiscal years 2014 and 2013$4,415.8
 $4,089.1
 FISCAL YEAR
(dollars in millions):2016 2015
For fiscal years 2015 and 2014$4,349.9
 $4,415.8
Change from:   
Divestitures(86.9) (63.2)
Comparable restaurant sales (1)(57.7) 37.7
Restaurant closings(33.9) (99.2)
Effect of foreign currency translation(31.6) (119.3)
Restaurant openings (1)86.2
 153.8
Change in fiscal year
 24.3
For fiscal years 2016 and 2015$4,226.0
 $4,349.9
____________________
(1)Includes restaurant sales for the 47 formerly unconsolidated joint venture restaurants in Brazil that were acquired November 1, 2013. Sales for restaurants opened in Brazil after November 1, 2013 are included in restaurant openings.
(2)Summation of quarterly changes for restaurant openings and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of a comparable restaurant will differ each period based on when the restaurant opened.

The increasedecrease in Restaurant sales in 20142016 as compared to 20132015 was primarily attributable to: (i) the consolidationsale of Outback Steakhouse South Korea restaurants in July 2016, (ii) lower U.S. comparable restaurant sales, generated(iii) the closing of 24 restaurants since December 28, 2014 and (iv) the effect of foreign currency translation, due to the depreciation of the Brazil Real. The decrease in restaurant sales was partially offset by restaurants in Brazil that were acquired November 1, 2013, (ii) the opening of 100sales from 92 new restaurants not included in our comparable restaurant sales basebase.

The decrease in Restaurant sales in 2015 as compared to 2014 was primarily attributable to: (i) the effect of foreign currency translation, (ii) the closing of 84 restaurants since December 31, 2013 and (iii) an increase in domestic comparable restaurant sales at our existingthe sale of 20 Roy’s restaurants. The increasedecrease in restaurant sales was partially offset by: (i) the closing of 57 restaurants since December 31, 2012, (ii) lower comparable restaurant sales in South Korea and (iii) three fewer operating days due to a change in our fiscal year-end.

The increase in Restaurant sales in 2013 as compared to 2012 was primarily attributable to: (i) the opening of 69from 119 new restaurants not included in our comparable restaurant sales base, (ii) an increase in domestic comparable restaurant sales at our existing restaurants and (iii) the consolidation of one month of restaurant sales generated by restaurantstwo additional operating days due to a change in Brazil that were acquired November 1, 2013. The increase in restaurant sales was partially offset by the closing of six restaurants since December 31, 2011.our fiscal year end.


3736

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Comparable Domestic Restaurant Sales and Menu PricesAverage Check Per Person Increases (Decreases)
Following is a summary of comparable domestic restaurant sales, traffic and domestic general menu price increases:average check per person increases (decreases):
FISCAL YEARFISCAL YEAR
2014 2013 20122016 2015 2014
Comparable restaurant sales (restaurants open 18 months or more):     
Year over year percentage change:     
Comparable restaurant sales (stores open 18 months or more) (1)(2):     
U.S.     
Outback Steakhouse3.1 % 1.6 % 4.4%(2.3)% 1.8 % 3.1 %
Carrabba’s Italian Grill(1.0)% (0.2)% 1.7%(2.7)% (0.7)% (1.0)%
Bonefish Grill0.5 %  % 3.2%(0.5)% (3.3)% 0.5 %
Fleming’s Prime Steakhouse & Wine Bar3.2 % 4.5 % 5.1%(0.2)% 1.3 % 3.2 %
Combined (concepts above)2.0 % 1.2 % 3.7%
Year over year percentage change: 
    
Menu price increases: (1) 
    
Combined U.S.(1.9)% 0.5 % 2.0 %
International     
Outback Steakhouse - Brazil (3)6.7 % 6.3 % 7.6 %
     
Traffic:     
U.S.     
Outback Steakhouse2.9 % 2.5 % 2.2%(5.7)% (1.5)% 0.4 %
Carrabba’s Italian Grill2.7 % 2.2 % 2.3%(2.7)% (0.1)% (1.1)%
Bonefish Grill2.9 % 2.1 % 2.2%(3.7)% (6.2)% (0.3)%
Fleming’s Prime Steakhouse & Wine Bar3.1 % 3.4 % 2.0%(2.2)% (0.2)% 0.1 %
Combined U.S.(4.7)% (1.8)%  %
International     
Outback Steakhouse - Brazil0.2 % 0.5 % 1.2 %
     
Average check per person increases (decreases) (4): 
    
U.S.     
Outback Steakhouse3.4 % 3.3 % 2.7 %
Carrabba’s Italian Grill % (0.6)% 0.1 %
Bonefish Grill3.2 % 2.9 % 0.8 %
Fleming’s Prime Steakhouse & Wine Bar2.0 % 1.5 % 3.1 %
Combined U.S.2.8 % 2.3 % 2.0 %
International     
Outback Steakhouse - Brazil6.5 % 6.0 % 6.5 %
____________________
(1)The stated menu price changes
Comparable restaurant sales exclude the effect of fluctuations in foreign currency rates. Relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are excluded from comparable restaurant sales until at least 18 months after reopening.
(2)Fiscal years 2015 and 2014 include $24.3 million higher restaurant sales and $46.0 million lower restaurant sales, respectively, due to a change in our fiscal year end.
(3)
Includes the trading day impact from calendar period reporting of 0.0%, (0.2%) and (0.1%) for fiscal 2016, 2015 and 2014, respectively.
(4)
Average check per person increases (decreases) includes the impact of menu pricing changes, product mix shifts to new menu offerings.and discounts.

Our comparable domestic restaurant sales represent the growth from restaurants opened 18 months or more. For 2014, blended domestic comparable restaurant sales increased primarily due to increases in general menu prices, partially offset by a shift in the mix in our product sales.
For 2013, blended domestic comparable restaurant sales increased due to increases in general menu prices and consumer traffic, partially offset by a shift in the mix in our product sales. The increase in consumer traffic was primarily driven by selective daypart expansion across certain concepts, innovations in menu, service, promotions and operations across the portfolio and renovations at additional Outback Steakhouse locations, partially offset by the additional day in February 2012 due to Leap Year.
Average Domestic Restaurant Unit Volumes and Operating Weeks
Following is a summary of the domestic average restaurant unit volumes and operating weeks:
 FISCAL YEAR
 2014 2013 2012
Average restaurant unit volumes (in thousands):     
Outback Steakhouse$3,329
 $3,230
 $3,165
Carrabba’s Italian Grill$2,945
 $2,998
 $2,999
Bonefish Grill$3,135
 $3,131
 $3,162
Fleming’s Prime Steakhouse & Wine Bar$4,163
 $4,082
 $3,929
Operating weeks: 
    
Outback Steakhouse33,687
 34,600
 34,959
Carrabba’s Italian Grill12,467
 12,284
 12,078
Bonefish Grill10,047
 9,238
 8,163
Fleming’s Prime Steakhouse & Wine Bar3,411
 3,389
 3,350

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


Average Restaurant Unit Volumes and Operating Weeks
Following is a summary of the average restaurant unit volumes and operating weeks:
 FISCAL YEAR
 2016 2015 2014
Average restaurant unit volumes (dollars in thousands):     
U.S.     
Outback Steakhouse$3,354
 $3,430
 $3,329
Carrabba’s Italian Grill$2,857
 $2,954
 $2,945
Bonefish Grill$3,007
 $3,019
 $3,135
Fleming’s Prime Steakhouse & Wine Bar$4,277
 $4,247
 $4,163
International     
Outback Steakhouse - Brazil (1)$3,856
 $4,137
 $5,659
      
Operating weeks: 
  
  
U.S.     
Outback Steakhouse33,812
 33,758
 33,687
Carrabba’s Italian Grill12,658
 12,678
 12,467
Bonefish Grill10,667
 10,731
 10,047
Fleming’s Prime Steakhouse & Wine Bar3,469
 3,432
 3,411
International     
Outback Steakhouse - Brazil4,096
 3,563
 2,859
____________________
(1)Translated at average exchange rates of 3.50, 3.19 and 2.33 for fiscal years 2016, 2015 and 2014, respectively.


Franchise and other revenues
 FISCAL YEAR
(dollars in millions)2016 2015 2014
Franchise revenues$19.8
 $17.9
 $17.2
Other revenues6.5
 9.9
 9.7
Franchise and other revenues$26.3
 $27.8
 $26.9

COSTS AND EXPENSES

Cost of sales
FISCAL YEAR   FISCAL YEAR  FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2014 2013 Change 2013 2012 Change2016 2015 Change 2015 2014 Change
Cost of sales$1,435.4
 $1,333.8
   $1,333.8
 $1,281.0
  $1,354.9
 $1,419.7
   $1,419.7
 $1,435.4
  
% of Restaurant sales32.5% 32.6% (0.1)% 32.6% 32.5% 0.1%32.1% 32.6% (0.5)% 32.6% 32.5% 0.1%

Cost of sales, consisting of food and beverage costs, decreased as a percentage of Restaurant sales in 20142016 as compared to 2013.2015. The decrease as a percentage of Restaurant sales was primarily due to 0.9%to: (i) 0.7% from the impact of certain cost savings initiatives and 0.7% from menu price increases. The decrease was partially offset by increases as a percentage of Restaurant sales of 0.7% from higher commodity costs, primarily seafood and beef, and 0.7% related to lunch expansion, changes in our product mix and promotions.

The increase as a percentage of Restaurant sales in 2013 as compared to 2012 was primarily due to 0.9% from higher beef and other commodity costs and 0.2% from changes in our liquor, beer and wine and product mix. The increase was partially offset by decreases as a percentage of Restaurant sales of 0.6% from the impact of certain cost savings initiatives and 0.5% from menu price increases.

In fiscal year 2015, we expect to incur four percent to six percent of increased commodity costs, primarily due to higher beef costs.

Labor and other related expenses
 FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2014 2013 Change 2013 2012 Change
Labor and other related$1,219.0
 $1,157.6
   $1,157.6
 $1,117.6
  
% of Restaurant sales27.6% 28.3% (0.7)% 28.3% 28.3% %

Labor and other related expenses include all direct and indirect labor costs incurred in operations, including distribution expense to managing partners, costs related to deferred compensation plans, and other field incentive compensation expenses. Labor and other related expenses decreased as a percentage of Restaurant sales for 2014 as compared to 2013 due to: (i) 0.5% from the acquisition of Brazil, primarily due to higher volumes, (ii) 0.5% from the impact of certain cost savings initiatives; (iii) 0.4% from higher average domestic unit volumes, primarily at Outback Steakhouse; and (iv) 0.4% due to expenses from a payroll tax audit contingency recorded in 2013.check increases. These decreases were partially offset by increases as a percentage of Restaurant sales primarily attributable to: (i) 0.8% of higher kitchen and service labor costs due to lunch expansion across certain concepts and the addition of new restaurant locations and (ii) 0.3%0.5% from lower average unit volumes in South Korea.higher commodity costs.

Labor and other related expenses were consistent as a percentage of Restaurant sales for 2013 as compared to 2012. Increases as a percentage of Restaurant sales were: (i) 0.6% from higher kitchen and service labor costs primarily due to lunch expansion across certain concepts and (ii) 0.4% from payroll tax audit contingencies. These increases were partially offset by a decrease as a percentage of Restaurant sales primarily due to the following: (i) 0.4% from the impact of certain cost savings initiatives, (ii) 0.2% from a decrease in health insurance costs, (iii) 0.2% from higher average unit volumes at the majority of our restaurants and (iv) 0.2% from changes in deferred compensation participant accounts.


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


The increase as a percentage of Restaurant sales in 2015 as compared to 2014 was primarily due to 1.2% higher commodity costs. This increase was largely offset by decreases as a percentage of Restaurant sales due to: (i) 1.0% from the impact of certain cost savings initiatives and (ii) 0.2% from average check per person increases.

During fiscal 2016, we incurred commodity inflation of 0.3%. In fiscal year 2017, we expect commodity costs to be flat to a 1.0% decline.

Labor and other related expenses
 FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2016 2015 Change 2015 2014 Change
Labor and other related$1,211.3
 $1,205.6
   $1,205.6
 $1,219.0
  
% of Restaurant sales28.7% 27.7% 1.0% 27.7% 27.6% 0.1%

Labor and other related expenses include all direct and indirect labor costs incurred in operations, including distribution expense to Restaurant Managing Partners, costs related to field deferred compensation plans and other field incentive compensation expenses. Labor and other related expenses increased as a percentage of Restaurant sales for 2016 as compared to 2015 primarily attributable to 1.2% of higher kitchen and service labor costs due to higher wage rates and investments in our service model. This increase was partially offset by a decrease as a percentage of Restaurant sales due to 0.4% from increases in average check per person.

Labor and other related expenses increased as a percentage of Restaurant sales for 2015 as compared to 2014 due to 0.9% from higher kitchen and service labor costs due to higher wage rates and lunch expansion across certain concepts. This increase was partially offset by decreases as a percentage of Restaurant sales primarily attributable to: (i) 0.4% from the impact of certain cost savings initiatives and (ii) 0.4% from increases in average check per person.

In fiscal year 2017, we expect to incur incremental expense of approximately $3.0 million in salary increases for restaurant managers. We increased salaries in advance of regulations enacted by the Department of Labor that raise the salary threshold to qualify as exempt from overtime. The Department of Labor is currently enjoined from implementing these regulations.

Other restaurant operating expenses
FISCAL YEAR   FISCAL YEAR  FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2014 2013 Change 2013 2012 Change2016 2015 Change 2015 2014 Change
Other restaurant operating$1,049.1
 $964.3
   $964.3
 $918.5
  $992.2
 $1,006.8
   $1,006.8
 $1,049.1
  
% of Restaurant sales23.8% 23.6% 0.2% 23.6% 23.3% 0.3%23.5% 23.1% 0.4% 23.1% 23.8% (0.7)%

Other restaurant operating expenses include certain unit-level operating costs such as operating supplies, rent, repairs and maintenance, advertising expenses, utilities, pre-opening costs and other occupancy costs. A substantial portion of these expenses is fixed or indirectly variable. The increase as a percentage of Restaurant sales for 20142016 as compared to 20132015 was primarily due to the following: (i) 0.4% lower average unit volumes in South Korea, (ii) 0.2%from an increase in operating supplies primarilyexpenses due to lunch expansioninflation and promotions, (iii) 0.1% oftiming and (ii) 0.3% from higher restaurant occupancy costs mainly related tonet rent escalations from existing leases, (iv) 0.1% of higher restaurant utilities associated with new restaurant locations and lunch expansion across certain concepts, (v) 0.1% higher general liability insurance expense and (vi) 0.1% increase in fees due to higher gift card sales. Thethe sale-leaseback of certain properties. These increases were partially offset by a decrease as a percentage of Restaurant sales primarily due to 0.3% from the impact of certain cost savings initiatives.

The decrease as a percentage of Restaurant sales for 2015 as compared to 2014 was primarily due to the following: (i) 0.6% from a decrease due to marketing efficiencies with a shift to digital advertising from television and lower marketing spend, (ii) 0.3% from increases in average check per person and (iii) 0.3% from the impact of certain cost savings initiatives. The decreases were partially offset by increases as a percentage of Restaurant sales primarily due to: (i) 0.4% from our acquired Brazil restaurants, primarily due to higher volumes, (ii) 0.2% higher domestic average unit volumes, primarily at Outback Steakhouse and (iii) 0.2% gain on a legal settlement.

The increase as a percentage of Restaurant sales for 2013 as compared to 2012 was primarily due to the following: (i) 0.2% higher advertising expense, (ii) 0.2% of higher restaurant occupancy costs as a result of opening new restaurant locations and (iii) 0.2% of higher restaurant utilities and operating supplies costs. The increase was partially offset by decreases as a percentage of Restaurant sales primarily attributable to: (i) 0.2% from higher average unit volumes at the majority of our restaurants and (ii) 0.2% from certain cost savings initiatives.

Depreciation and amortization
 FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2014 2013 Change 2013 2012 Change
Depreciation and amortization$190.9
 $164.1
   $164.1
 $155.5
  
% of Total revenues4.3% 4.0% 0.3% 4.0% 3.9% 0.1%

Depreciation and amortization increased as a percentage of Total revenues for 2014 as compared to 2013 primarily due to: (i) amortization expense associated with our acquired Brazil operations; (ii) depreciation expense related to new, renovated and relocated restaurants and (iii) the completion of internally developed technology projects.

The increase as a percentage of Total revenues for 2013 as compared to 2012 was primarily due to additional depreciation expense related to new restaurant openings and renovations and accelerated depreciation resulting from relocations of certain of our existing restaurants.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


0.2% from an increase in operating supplies due to lunch expansion and promotions and (ii) 0.2% from a legal settlement gain in 2014.

Depreciation and amortization
 FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2016 2015 Change 2015 2014 Change
Depreciation and amortization$193.8
 $190.4
 $3.4
 $190.4
 $190.9
 $(0.5)

Depreciation and amortization increased for 2016 as compared to 2015 primarily due to the opening of new restaurants and the remodeling of existing restaurants, partially offset by lower depreciation expense related to: (i) the sale of Outback South Korea, (ii) impairments related to the Bonefish Grill Restructuring and (iii) the effect of foreign currency translation.

Depreciation and amortization decreased slightly for 2015 as compared to 2014 due to: (i) the sale of Roy’s, (ii) lower depreciation for certain information technology assets that fully depreciated in the fourth quarter of 2014 and (iii) lower depreciation for South Korea assets due to impairments related to the International Restaurant Closure Initiative. These decreases were partially offset by increases due to additional depreciation expense related to the opening of new restaurants and the remodeling of existing restaurants.

General and administrative expenses

General and administrative expense includes salaries and benefits, management incentive programs, related payroll tax and benefits, other employee-related costs and professional services. Following is a summary of the changes in general and administrative expenses:
 FISCAL YEAR
(dollars in millions):2014 2013
For fiscal years 2013 and 2012$268.9
 $326.5
Change from:   
Brazil general and administrative18.9
 1.7
Severance9.2
 0.4
Employee stock-based compensation3.1
 8.3
Termination of split dollar life insurance policies2.8
 (4.7)
Deferred compensation3.0
 (4.5)
Compensation, benefits and payroll tax4.8
 (4.8)
Legal & professional fees1.2
 (9.6)
Incentive compensation(6.1) (3.3)
Other(1.4) (0.1)
IPO costs
 (42.1)
Management fees
 (5.6)
Gain on sale of a business
 3.5
Legal settlement
 3.2
For fiscal years 2014 and 2013$304.4
 $268.9
 FISCAL YEAR
(dollars in millions):2016 2015
For fiscal years 2015 and 2014$287.6
 $304.4
Change from:   
Life insurance and deferred compensation (1)(10.2) (1.2)
Incentive compensation (2)(9.4) 0.3
Legal and professional fees (3)(5.2) 3.2
Foreign currency exchange (4)(3.4) (6.5)
Compensation, benefits and payroll tax (5)
 (7.2)
Severance (6)3.6
 (7.7)
Employee stock-based compensation (7)1.5
 2.9
Other3.5
 (0.6)
For fiscal years 2016 and 2015$268.0
 $287.6
____________________
(1)In 2016, life insurance and deferred compensation decreased primarily due to: (i) the acquisition of managing partners’ interests in certain Outback Steakhouse restaurants, (ii) a decrease in restaurant-level operating performance and (iii) an increase in the cash surrender value of life insurance investments related to our partner deferred compensation programs.
(2)In 2016, incentive compensation decreased due to performance against current year objectives.
(3)In 2016, legal and professional fees were lower due to legal costs in 2015 associated with the Cardoza litigation and certain professional service fees and technology projects incurred in 2015 that supported our planned operational growth.
(4)For 2016 and 2015, foreign currency exchange primarily includes depreciation of the Brazil Real.
(5)In 2015, employee compensation, benefits and payroll tax was lower primarily due to lower headcount resulting from our organizational realignment in 2014 and the International Restaurant Closure Initiative, partially offset by higher costs related to additional employee benefits.

In 2014, general and administrative expense increased primarily from the following items:

Costs associated with our Brazil operations, which we acquired a majority ownership in November 2013.
Severance increased primarily due to an organizational realignment of certain corporate functions.
Employee stock-based compensation increased due to new grants, partially offset by grants fully vesting and forfeitures.
In fiscal year 2014, we recognized $1.9 million of net gains related to the termination of split-dollar agreements with certain of our former executive officers compared to $4.7 million of net gains in fiscal year 2013.
Deferred compensation expense was higher due to a net decrease in the cash surrender value (“CSV”) of life insurance investments related to our partner deferred compensation programs.
Employee compensation, benefits and payroll tax were higher primarily due to higher capitalized costs in fiscal year 2013 due to a financial system project.
Legal and professional fees increased due to higher legal and tax fees supporting operational activities.
Incentive compensation decreased due to performance against current year objectives.

In 2013, the decrease in general and administrative expense was primarily from the following items:
Higher costs associated with our Brazil operations, which we acquired a majority ownership in November 2013.
Employee stock-based compensation increased due to new grants, partially offset by grants fully vesting and forfeitures.

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


In fiscal year 2013, we recognized $4.7 million of net gains related to the termination of split-dollar agreements with certain of our former executive officers.
Deferred compensation expense was lower due to a net increase in the CSV of life insurance investments related to our partner deferred compensation programs.
Employee compensation, benefits and payroll tax decreased primarily due to higher capitalized costs in fiscal year 2013 due to a financial system development project.
Legal and other professional fees were lower primarily due to the amendment and restatement of a lease between OSI and PRP in 2012.
Incentive compensation decreased due to performance against current year objectives.
Expenses associated with our IPO in August 2012 included accelerated bonus expense, non-cash stock compensation expense for the vested portion of outstanding stock options and a management agreement termination fee.
Management fees decreased due to the termination of the management agreement in connection with our IPO.
The gain on sale of a business in fiscal year 2012 related to the collection of proceeds from the 2009 sale of our Cheeseburger in Paradise concept.
In fiscal year 2012, we recognized a gain from the settlement of lawsuits.
(6)Severance expense in 2016 was higher due to a restructuring of certain home office and field support functions. In 2015, severance expense was lower due to an organizational realignment of certain functions during 2014, partially offset by severance incurred in 2015 for the International Restaurant Closure Initiative.
(7)In 2016 and 2015, employee stock-based compensation increased due to new grants, partially offset by forfeitures.

Provision for impaired assets and restaurant closings
FISCAL YEAR   FISCAL YEAR  FISCAL YEAR   FISCAL YEAR  
(in millions):2014 2013 Change 2013 2012 Change
(dollars in millions):2016 2015 Change 2015 2014 Change
Provision for impaired assets and restaurant closings$52.1
 $22.8
 $29.3
 $22.8
 $13.0
 $9.8
$104.6
 $36.7
 $67.9
 $36.7
 $52.1
 $(15.4)

Restructuring and Closure Initiatives - Following is a summary of expenses related to the 2017 Closure Initiative, Bonefish Restructuring and International and Domestic Restaurant Closure Initiatives (the “Closure Initiatives”) recognized in Provision for impaired assets and restaurant closings in our Consolidated Statements of Operations and Comprehensive Income for the periods indicated:
 FISCAL YEAR
(dollars in millions)2016 2015 2014
Impairment, facility closure and other expenses     
2017 Closure Initiative$46.5
 $
 $
Bonefish Restructuring4.9
 24.2
 
International Restaurant Closure Initiative
 6.0
 19.7
Domestic Restaurant Closure Initiative
 1.6
 6.0
Impairment, facility closure and other expenses for Closure Initiatives$51.4
 $31.8
 $25.7

2017 Closure Initiative - On February 15, 2017, we decided to close 43 underperforming restaurants (the “2017 Closure Initiative”). In connection with the 2017 Closure Initiative, we reassessed the future undiscounted cash flows of the impacted restaurants, and as a result, we recognized pre-tax asset impairments of $46.5 million during fiscal year 2016. We expect to incur additional charges of approximately $17.0 million to $19.0 million for the 2017 Closure Initiative over the next three years, including costs associated with lease obligations and other closure related obligations.

Bonefish Restructuring - In February 2016, we decided to close 14 Bonefish restaurants (the “Bonefish Restructuring”). We expect to substantially complete these restaurant closings through the first quarter of 2019. We expect to incur additional charges of approximately $2.2 million to $5.2 million for the Bonefish Restructuring over the next two years, including costs associated with lease obligations and other closure related obligations.

Restaurant Closure Initiatives - InDuring 2014 and 2013,we decided to close 36 underperforming international locations, primarily in South Korea. We expect to substantially complete these restaurant closings duringKorea (the “International Restaurant Closure Initiative”), and 22 underperforming domestic locations (the “Domestic Restaurant Closure Initiative”), respectively.

Sale of Outback Steakhouse South Korea - On July 25, 2016, we completed the first quartersale of 2015.Outback Steakhouse South Korea. In connection with the International Restaurant Closure Initiative,decision to sell Outback Steakhouse South Korea, we incurred aggregate pre-tax asset impairments and restaurant closing costsrecognized an impairment charge of $19.7$39.6 million during fiscal year 2014. As a result of the International Restaurant Closure Initiative, we expect to incur additional pre-tax restaurant closing costs, primarily in the first quarter of 2015, of $9.0 million to $12.0 million, including costs associated with lease obligations and employee terminations.2016.

In 2013, we completed an assessment of our domestic restaurant base and decided to close 22 underperforming domestic locations. Aggregate pre-tax impairments and restaurant closing charges of $6.0 million and $18.7 million were incurred during fiscal year 2014 and 2013, respectively, in connection with the Domestic Restaurant Closure Initiative.

Roy’s - In the third quarter of 2014, we reclassified the assets and liabilities of Roy’s to held for sale. In connection with the decision to sell Roy’s, we recorded pre-tax impairment charges of $13.4 million for Assets held for sale during fiscal year 2014.

Other Disposals - During 2016, we recognized impairment charges of $3.5 million for our Puerto Rico subsidiary.

During the third quarter of 2014, we decided to sell both of our corporate airplanes. In connection with the decision, to sell the corporate airplanes, we recognized pre-tax asset impairment charges of $10.6 million during fiscal year 2014. In the fourth quarter of 2014, we completed the sale of one airplane with net proceeds of $2.5 million.

The remaining $2.4 million and $4.1 million of restaurant impairment charges during the fiscal year 2014 and 2013, respectively, resulted from the carrying value of a restaurant’s assets exceeding its estimated fair market value, primarily due to declining future cash flows from lower projected sales at existing locations and locations identified for relocation or renovation.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


See Note 4 - Impairments, Disposals
The remaining restaurant impairment and Exit Costs closing charges resulted from: (i) the carrying value of the Notesa restaurant’s assets exceeding its estimated fair market value, primarily due to Consolidated Financial Statementslocations identified for further information.relocation, sale or closure and (ii) lease liabilities.

Income from operations
FISCAL YEAR   FISCAL YEAR  FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2014 2013 Change 2013 2012 Change2016 2015 Change 2015 2014 Change
Income from operations$192.0
 $225.4
   $225.4
 $181.1
  $127.6
 $230.9
   $230.9
 $192.0
  
% of Total revenues4.3% 5.5% (1.2)% 5.5% 4.5% 1.0%3.0% 5.3% (2.3)% 5.3% 4.3% 1.0%

IncomeThe decrease in income from operations decreased in 2014during fiscal year 2016 as compared to 2013fiscal year 2015 was primarily due to: (i) impairments, restaurant and other closing costs related to our International and Domestic Restaurantimpairment charges incurred in connection with the 2017 Closure Initiatives, (ii) asset impairments related to Roy’sInitiative and the corporate aircraft, (iii) lower average unit volumes at oursale of Outback South Korea restaurants, (iv) higher General and administrative expenses and (v) higher Depreciation and amortization as a percentage of revenue.decrease in operating margin at the restaurant-level. These decreases were partially offset by an increase in operating margins at the restaurant level.lower general and administrative expense.

Income from operations increased in 2013 as compared to 2012 primarily as a result of the increased expenses in General and administrative costs associated with our IPO in August 2012. Excluding IPO-related expenses, the slightThe increase in income from operations during fiscal year 2015 as compared to fiscal year 2014 was primarily driven by decreases in Generaldue to lower general and administrative expenses, partially offset by higher charges for asset impairmentexpense, lower impairments and restaurant closingsclosing costs and depreciation and amortization.an increase in operating margin at the restaurant-level.

Loss on defeasance, extinguishment and modification of debt
 FISCAL YEAR   FISCAL YEAR  
(in millions)2014 2013 Change 2013 2012 Change
Loss on extinguishment and modification of debt11.1
 14.6
 (3.5) 14.6
 21.0
 (6.4)
 FISCAL YEAR   FISCAL YEAR  
(dollars in millions)2016 2015 Change 2015 2014 Change
Loss on defeasance, extinguishment and modification of debt$27.0
 $3.0
 $24.0
 $3.0
 $11.1
 $(8.1)

In connection with the refinancing of our senior secured credit facility, weWe recognized a loss on extinguishment and modification of debt for fiscal year 2014. During fiscal year 2013, we recorded a loss ondefeasance, extinguishment and modification of debt in connection with the: (i) the repricingdefeasance of our Term loan B. During fiscal year 2012, we recorded losses related to: (i) ourthe 2012 CMBS loan and the amendment of the PRP Mortgage Loan refinancing,in 2016 and (ii) extinguishment of our senior notes, and (iii) the refinancing of our senior secured credit facility.Senior Secured Credit Facility in 2015 and 2014.
Other income (expense), net

Other income (expense), net, includes items deemed to be non-operating based on management’s assessment of the nature of the item in relation to our core operations:
 FISCAL YEAR   FISCAL YEAR  
(dollars in millions):2016 2015 Change 2015 2014 Change
Other income (expense), net$1.6
 $(0.9) $2.5
 $(0.9) $(1.2) $0.3

See Note 12 - We recorded other income (expense) primarilyLong-term Debt, Netin connection with: (i) the gain on sale of Outback Steakhouse South Korea in fiscal year 2016, (ii) the Notes to Consolidated Financial Statements for further information.loss on sale of our Roy’s business during fiscal year 2015 and (iii) the loss on sale of an Outback Steakhouse restaurant in Mexico in fiscal year 2014.

Gain on remeasurement of equity method investment

In connection with the Brazil acquisition in fiscal year 2013, we recognized a $36.6 million gain on remeasurement to fair value of the previously held equity investment in the Brazil Joint Venture. See Note 3 - Acquisitions of the Notes to Consolidated Financial Statements for a further description of this transaction.


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


Other expense, net

Other expense, net, includes foreign currency exchange transaction gains and losses and items deemed to be non-operating based on management’s assessment of the nature of the item in relation to our core operations:
 FISCAL YEAR   FISCAL YEAR  
(in millions):2014 2013 Change 2013 2012 Change
Other expense, net$(1.2) $(0.2) $(1.0) $(0.2) $(0.1) $(0.1)

During fiscal year 2014, we recorded other expense of $0.8 million in connection with the loss on sale of an Outback Steakhouse restaurant in Mexico to an existing franchisee. The remaining other expense activity during fiscal year 2014 was primarily due to foreign currency exchange transaction losses.

Interest expense, net
FISCAL YEAR   FISCAL YEAR  FISCAL YEAR   FISCAL YEAR  
(in millions):2014 2013 Change 2013 2012 Change
(dollars in millions):2016 2015 Change 2015 2014 Change
Interest expense, net$59.7
 $74.8
 $(15.1) $74.8
 $86.6
 $(11.8)$45.7
 $56.2
 $(10.5) $56.2
 $59.7
 $(3.5)

The decrease in interest expense, net in fiscal year 2016 as compared to fiscal year 2015 was primarily due to the refinancing of the 2012 CMBS loan in February 2016, partially offset by deferred financing fee amortization, additional draws on our revolving credit facility and expense related to the interest rate swaps.

The decrease in net interest expense in fiscal year 20142015 as compared to fiscal year 20132014 was primarily due to the repricing and refinancing of the Senior Secured Credit Facilities in April 2013March 2015 and May 2014 respectively.

The decrease in net interest expense inand the repayment of long-term debt during fiscal year 2013 as compared to fiscal year 2012 was primarily due to a decline in interest expense for our senior notes that2014. These decreases were satisfied and discharged in August 2012. This decrease was partially offset by increasedadditional expense related to the interest rates on our Credit Facilities, which were refinanced in October 2012 and subsequently repriced in April 2013. The decrease was partially offset by increased interest rates on the 2012 CMBS Loan, which was refinanced in March 2012.rate swaps.

Provision (benefit) for income taxes
 FISCAL YEAR   FISCAL YEAR  
 2014 2013 Change 2013 2012 Change
Effective income tax rate20.0% (24.5)% 44.5% (24.5)% 16.5% (41.0)%
 FISCAL YEAR   FISCAL YEAR  
 2016 2015 Change 2015 2014 Change
Effective income tax rate18.0% 23.0% (5.0)% 23.0% 20.0% 3.0%

The net decrease in the effective income tax rate in fiscal year 2016 as compared to fiscal year 2015 was primarily due to benefits from employment-related credits being a higher percentage of net income in 2016 and a change in the amount and mix of income and losses across the Company’s domestic and international subsidiaries, partially offset by the sale of Outback Steakhouse South Korea.

The net increase in the effective income tax rate in fiscal year 20142015 as compared to fiscal year 20132014 was primarily due to the release of the domestic valuation allowance in 2013, the exclusion of the gain on remeasurement of our equity method investment in 2013 and a change in the blendamount and mix of income and losses across our domestic and international subsidiaries.subsidiaries and the payroll tax audit settlements.

The net decrease in the effective income tax rate infor fiscal year 2013 as compared to fiscal year 2012years 2016, 2015 and 2014 was lower than the blended federal and state statutory rate of 39.0%, primarily due to the benefit of the release of valuation allowancetax credits for FICA taxes on certain employees’ tips.

Segments

We have two reportable segments, U.S. and International, which reflects how we manage our business, review operating performance and allocate resources. The U.S. segment includes all brands operating in the second quarter of fiscal year 2013U.S. while brands operating outside the U.S. are included in the International segment. Resources are allocated and performance is assessed by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker.

Revenues for both segments include only transactions with customers and include no intersegment revenues. Excluded from income from operations for U.S. and International are legal and certain corporate costs not directly related to the exclusionperformance of the gainsegments, certain stock-based compensation expenses and certain bonus expense.

Prior to 2016, certain insurance expenses were not allocated to our concepts as these expenses were reviewed and evaluated on remeasurementa Company-wide basis and therefore, these costs were excluded from segment restaurant-level operating margin and income from operations. In 2016, management changed how insurance expenses related to our restaurants are reviewed and now considers those costs when evaluating the operating performance of our equity method investment in Brazil, which were partially offset by the benefit of employment-related credits and the elimination of noncontrolling interests together being a smaller percentage of pretax income.concepts. Accordingly, we have recast all prior period segment information to reflect this change.

In connection with the International Restaurant Closure Initiative, we reviewed the carrying value of our South Korea net deferred tax assets, which is $8.2 million at December 28, 2014. Based on our review, we believe it is more likely than not that the net deferred tax assets will be realized. Should circumstances change and we determine that it is more likely than not the deferred tax assets in South Korea would not be realized, a valuation allowance would be established, which would result in additional income tax expense.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Following is a reconciliation of segment income (loss) from operations to the consolidated operating results:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Segment income (loss) from operations     
U.S.$286,683
 $348,731
 $327,693
International(5,954) 34,597
 25,020
Total segment income from operations280,729
 383,328
 352,713
Unallocated corporate operating expense(153,123) (152,403) (160,749)
Total income from operations127,606
 230,925
 191,964
Loss on defeasance, extinguishment and modification of debt(26,998) (2,956) (11,092)
Other income (expense), net1,609
 (939) (1,244)
Interest expense, net(45,726) (56,176) (59,658)
Income before provision for income taxes$56,491
 $170,854
 $119,970

U.S. Segment
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Revenues     
Restaurant sales$3,777,907
 $3,857,162
 $3,832,373
Franchise and other revenues19,402
 22,581
 21,906
Total revenues$3,797,309
 $3,879,743
 $3,854,279
Restaurant-level operating margin15.4% 16.0% 15.6%
Income from operations286,683
 348,731
 327,693
Operating income margin7.5% 9.0% 8.5%

Restaurant sales

Following is a summary of the change in U.S. segment Restaurant sales for fiscal years 2016 and 2015:
 FISCAL YEAR
(dollars in millions)2016 2015
For fiscal years 2015 and 2014$3,857.2
 $3,832.4
Change from:   
Comparable restaurant sales (1)(72.5) 20.1
Restaurant closings(25.1) (21.1)
Divestiture of Roy’s(5.7) (63.2)
Restaurant openings (1)24.0
 66.1
Change in fiscal year
 22.8
For fiscal years 2016 and 2015$3,777.9
 $3,857.1
____________________
(1)Summation of quarterly changes for restaurant openings and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of a comparable restaurant will differ each period based on when the restaurant opened.

The decrease in U.S. Restaurant sales in fiscal year 2016 was primarily attributable to: (i) lower comparable restaurant sales, (ii) the closing of 18 restaurants since December 28, 2014 and (iii) the sale of 20 Roy’s restaurants in January 2015. The decrease in U.S. Restaurant sales was partially offset by sales from 38 new restaurants not included in our comparable restaurant sales base.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


The increase in U.S. Restaurant sales in fiscal year 2015 was primarily attributable to: (i) sales from 63 new restaurants not included in our comparable restaurant sales base, (ii) two additional operating days due to a change in our fiscal year end and (iii) higher comparable restaurant sales at our existing restaurants. The increase in U.S. Restaurant sales was partially offset by: (i) the sale of 20 Roy’s restaurants and (ii) the closing of 31 restaurants since December 31, 2013.

Restaurant-level operating margin

The decrease in U.S. restaurant-level operating margin in fiscal year 2016 as compared to fiscal year 2015 was primarily due to: (i) higher kitchen and service labor costs due to higher wage rates and investments in our service model, (ii) an increase in operating expenses due to inflation and timing and (iii) higher net rent expense due to the sale-leaseback of certain properties. These increases were partially offset by: (i) the impact of certain cost saving initiatives and (ii) increases in average check per person.

The increase in U.S. restaurant-level operating margin in fiscal year 2015 as compared to fiscal year 2014 was primarily due to: (i) the impact of certain cost savings initiatives, (ii) lower marketing expense and (iii) increases in average check per person. This increase was partially offset by: (i) commodity inflation and (ii) higher kitchen and labor costs due to higher wage rates and lunch expansion across certain concepts.

Income from operations

The decrease in U.S. income from operations generated in fiscal year 2016 as compared to fiscal year 2015 was primarily due to: (i) higher impairment and restaurant closing costs, primarily related to the 2017 Closure Initiative and (ii) lower operating margin at the restaurant level, partially offset by lower general and administrative expense. General and administrative expense for the U.S. segment decreased primarily from lower deferred compensation expense due to the acquisition of a managing partner’s interests in certain Outback Steakhouse restaurants.

The increase in U.S. income from operations generated in fiscal year 2015 as compared to fiscal year 2014 was primarily due to: (i) higher restaurant-level operating income and (ii) lower general and administrative expense. General and administrative expense for the U.S. segment decreased primarily due to lower compensation and benefits driven by our organizational realignment in fiscal 2014 and lower incentive compensation due to performance against current year objectives compared to prior year. These increases in U.S. income from operations were partially offset by higher impairment and restaurant closing costs, primarily related to the Bonefish Restructuring.

International Segment
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Revenues     
Restaurant sales$448,150
 $492,759
 $583,410
Franchise and other revenues6,853
 5,174
 5,022
Total revenues$455,003
 $497,933
 $588,432
Restaurant-level operating margin18.8 % 19.3% 18.4%
Income (loss) from operations(5,954) 34,597
 25,020
Operating income (loss) margin(1.3)% 6.9% 4.3%


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Restaurant sales

Following is a summary of the change in International segment Restaurant sales for fiscal years 2016 and 2015:
 FISCAL YEAR
(dollars in millions)2016 2015
For fiscal years 2015 and 2014$492.8
 $583.4
Change from:   
Divestiture of Outback Steakhouse South Korea(81.2) 
Effect of foreign currency translation(31.6) (119.3)
Restaurant closings(8.8) (78.1)
Restaurant openings (1)62.2
 87.7
Comparable restaurant sales (1)14.8
 17.6
Change in fiscal year
 1.5
For fiscal years 2016 and 2015$448.2
 $492.8
____________________
(1)Summation of quarterly changes for restaurant openings and comparable restaurant sales will not total to annual amounts as the restaurants that meet the definition of a comparable restaurant will differ each period based on when the restaurant opened.

The decrease in Restaurant sales in fiscal year 2016 was primarily attributable to: (i) the sale of 72 Outback Steakhouse South Korea restaurants in July 2016, (ii) the effect of foreign currency translation and (iii) the closing of six restaurants since December 28, 2014. The decrease in restaurant sales was partially offset by: (i) sales from 54 new restaurants not included in our comparable restaurant sales base and (ii) an increase in comparable restaurant sales.

The decrease in Restaurant sales in fiscal year 2015 was primarily attributable to: (i) the effect of foreign currency translation and (ii) the closing of 53 restaurants since December 31, 2013. The decrease in restaurant sales was partially offset by: (i) sales from 56 new restaurants not included in our comparable restaurant sales base, (ii) an increase in comparable restaurant sales and (iii) two additional operating days due to a change in our fiscal year end.

Restaurant-level operating margin

The decrease in International restaurant-level operating margin in fiscal year 2016 as compared to fiscal year 2015 was primarily due to: (i) higher commodity and labor inflation and (ii) higher operating expenses due to inflation. The decrease was partially offset by: (i) increases in average check per person and (ii) the impact of certain cost saving initiatives.

The increase in International restaurant-level operating margin in fiscal year 2015 as compared to fiscal year 2014 was primarily due to: (i) increases in average check per person and (ii) the impact of certain cost saving initiatives. The increase was partially offset by: (i) commodity inflation, (ii) higher kitchen and labor costs due to higher wage rates and higher average unit volumes and (iii) additional costs associated with the opening of our Abbraccio concept in Brazil.

Income (loss) from operations

The decrease in International income from operations in fiscal year 2016 as compared to fiscal year 2015 was primarily due to: (i) impairment charges related to the sale of Outback Steakhouse South Korea and (ii) lower operating margin at the restaurant-level, partially offset by lower general and administrative expense.

The increase in International income from operations in fiscal year 2015 as compared to fiscal year 2014 was primarily due to: (i) a decrease in impairment and restaurant closing costs related to the International Restaurant Closure Initiative, (ii) lower general and administrative expense and (iii) lower depreciation and amortization expense. General and

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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


administrative expense for the International segment decreased primarily due to the impact of foreign currency translation, partially offset by increased compensation and benefits.

Non-GAAP Financial Measures

In addition to the results provided in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”),GAAP, we provide certain non-GAAP measures, which present operating results on an adjusted basis. These are supplemental measures of performance that are not required by or presented in accordance with U.S. GAAP and include the following: (i) system-wide sales, (ii) Adjusted restaurant-level operating margins, (iii) Adjusted income from operations and the corresponding margins, (iv) Adjusted net income and (v) Adjusted diluted earnings per share, (vi) Adjusted diluted earnings per pro forma share and (vii) Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) and Adjusted EBITDA.share.

Although weWe believe these non-GAAP measures enhance investors’ understanding ofthat our business and performance, these non-GAAP financial measures are not intended to replace accompanying U.S. GAAP financial measures. These metrics are not necessarily comparable to similarly titled measures used by other companies.

System-Wide Sales

System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not. Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations.

System-wide sales comprise sales of Company-owned and franchised restaurants and, in historical periods, sales of unconsolidated joint venture restaurants. Prior to November 1, 2013, sales from the acquired 47 restaurants in Brazil were reported as income from unconsolidated joint ventures. Subsequent to November 1, 2013, the sales of these restaurants are reported as Company-owned.

Following is a summary of sales of Company-owned restaurants:
  FISCAL YEAR
  2014 2013 2012
COMPANY-OWNED RESTAURANT SALES (in millions):      
Outback Steakhouse      
Domestic $2,168
 $2,142
 $2,115
International 583
 344
 315
Total 2,751
 2,486
 2,430
Carrabba’s Italian Grill 710
 706
 693
Bonefish Grill 609
 555
 494
Fleming’s Prime Steakhouse & Wine Bar 275
 265
 252
Other 71
 77
 77
Total Company-owned restaurant sales $4,416
 $4,089
 $3,946


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


The following table provides a summary of sales of franchised and unconsolidated joint venture restaurants, which are not included in our consolidated financial results, and our income from the royalties and/or service fees that franchisees and affiliates pay us based generally on a percentage of sales. The following table does not represent our sales and is presented only as an indicator of changes in the restaurant system, which management believes is important information regarding the health of our restaurant concepts and in determining our royalties and/or service fees.
  FISCAL YEAR
  2014 2013 2012
FRANCHISE AND UNCONSOLIDATED JOINT VENTURE SALES (in millions):      
Outback Steakhouse      
Domestic $323
 $317
 $281
International 122
 335
 357
Total 445
 652
 638
Carrabba’s Italian Grill 4
 4
 4
Bonefish Grill 13
 18
 18
Total franchise and unconsolidated joint venture sales $462
 $674
 $660
Income from franchise and unconsolidated joint ventures (1) $19
 $41
 $41
____________________
(1)Represents franchise royalty and the portion of total income related to restaurant operations included in the Consolidated Statements of Operations and Comprehensive Income in Other revenues and Income from operations of unconsolidated affiliates, respectively. Income from operations of unconsolidated affiliates for fiscal year 2013 includes the results for our Brazil operations for the period from January 1, 2013 to October 31, 2013, which represents the period that such operations were accounted for as an equity method investment.

Other Non-GAAP Financial Measures

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

These non-GAAP financial measures are not intended to replace U.S. GAAP financial measures, and they are not necessarily standardized or comparable to similarly titled measures used by other companies. We maintain internal guidelines with respect to the types of adjustments we include in our non-GAAP measures. These guidelines endeavor to differentiate between types of gains and expenses that are reflective of our core operations in a period, and those that may vary from period to period without correlation to our core performance in that period. However, implementation of these guidelines necessarily involves the application of judgment, and the treatment of any items not directly addressed by, or changes to, our guidelines will be considered by our disclosure committee. Refer to the reconciliations of non-GAAP measures for descriptions of the actual adjustments made in the current period and the corresponding prior period.

Based on a review of our non-GAAP presentations, we have determined that, commencing with our results for the first fiscal quarter of 2017, when presenting the non-GAAP measures Adjusted income from operations and the corresponding margins, Adjusted net income and Adjusted EBITDAdiluted earnings per share, we will no longer adjust for expenses incurred in connection with our remodel program or intangible amortization recorded as a result of the acquisition of our Brazil operations. We intend to recast the historical comparable periods presented in our future filings to conform to the revised presentation.

System-Wide Sales

System-wide sales is a non-GAAP financial measure that includes sales of all restaurants operating under our brand names, whether we own them or not. Management uses this information to make decisions about future plans for the development of additional restaurants and new concepts, as well as evaluation of current operations. System-wide sales comprise sales of Company-owned and franchised restaurants and, in historical periods, sales of unconsolidated joint venture restaurants.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Following is a summary of sales of Company-owned restaurants:
 FISCAL YEAR
COMPANY-OWNED RESTAURANT SALES (dollars in millions):2016 2015 2014
U.S.     
Outback Steakhouse$2,180
 $2,226
 $2,168
Carrabba’s Italian Grill696
 720
 710
Bonefish Grill617
 623
 609
Fleming’s Prime Steakhouse & Wine Bar285
 280
 275
Other
 8
 71
Total3,778
 3,857
 3,833
International     
Outback Steakhouse-Brazil303
 283
 310
Outback Steakhouse-South Korea (1)90
 172
 239
Other55
 38
 34
Total448
 493
 583
Total Company-owned restaurant sales$4,226
 $4,350
 $4,416
____________________
(1)On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.

The following table provides a summary of sales of franchised restaurants, which are also frequently used by investors, analystsnot included in our consolidated financial results, and credit agenciesour income from the royalties and/or service fees that franchisees pay us based generally on a percentage of sales. The following table does not represent our sales and is presented only as an indicator of changes in evaluatingthe restaurant system, which management believes is important information regarding the health of our restaurant concepts and comparing companies. In addition,in determining our debt agreements require complianceroyalties and/or service fees.
 FISCAL YEAR
FRANCHISE SALES (dollars in millions): (1)2016 2015 2014
U.S.     
Outback Steakhouse$334
 $340
 $323
Carrabba's Italian Grill11
 9
 4
Bonefish Grill13
 12
 13
Total358
 361
 340
International     
Outback Steakhouse-South Korea (2)74
 
 
Other111
 115
 122
Total185
 115
 122
Total franchise sales (1)$543
 $476
 $462
Income from franchises (3)$20
 $18
 $17
____________________
(1)Franchise sales are not included in Total revenues in the Consolidated Statements of Operations and Comprehensive Income.
(2)On July 25, 2016, we sold our restaurant locations in South Korea, converting all restaurants in that market to franchised locations.
(3)Represents the franchise royalty income included in the Consolidated Statements of Operations and Comprehensive Income in Other revenues.


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Table of certain ratios that are based on financial measures similar to Adjusted EBITDA.Contents
BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Adjusted restaurant-level operating margin

Restaurant-level operating margin is calculated as Restaurant sales after deduction of the main restaurant-level operating costs, which includes Cost of sales, Labor and other related and Other restaurant operating expenses. Adjusted restaurant-level operating margin is Restaurant-level operating margin adjusted for certain items, as noted below.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


The following tables show the percentages of certain operating cost financial statement line items in relation to Restaurant sales on both a U.S. GAAP basis and an adjusted basis, as indicated, for fiscal years 2014, 2013 and 2012:indicated:
FISCAL YEARFISCAL YEAR
2014 2013 20122016 2015 2014
U.S. GAAP ADJUSTED (1) U.S. GAAP ADJUSTED (2) U.S. GAAP (3)U.S. GAAP ADJUSTED (1) U.S. GAAP ADJUSTED (2) U.S. GAAP ADJUSTED (3)
Restaurant sales100.0% 100.0% 100.0% 100.0% 100.0%100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
                    
Cost of sales32.5% 32.5% 32.6% 32.6% 32.5%32.1% 32.1% 32.6% 32.6% 32.5% 32.5%
Labor and other related27.6% 27.6% 28.3% 27.9% 28.3%28.7% 28.7% 27.7% 27.8% 27.6% 27.6%
Other restaurant operating23.8% 24.0% 23.6% 23.6% 23.3%23.5% 23.5% 23.1% 23.1% 23.8% 24.0%
                    
Restaurant-level operating margin16.1% 15.9% 15.5% 15.9% 15.9%15.8% 15.7% 16.5% 16.5% 16.1% 15.9%
_________________
(1)
Includes adjustments for the reversal of $5.9 million of deferred rent liabilities, primarily related to the 2017 Closure Initiative and the Bonefish Restructuring, partially offset by $2.3 million of legal settlement costs related to the Sears matter. The reversal of the deferred rent liabilities and the legal settlement were recorded in Other restaurant operating.
(2)
Includes adjustments for the favorable resolution of payroll tax audit contingencies of $5.6 million, partially offset by legal settlement costs of $4.0 million, primarily related to the Cardoza litigation. The payroll audit adjustment was recorded in Labor and other related and the legal settlement was recorded in Other restaurant operating.
(3)
Includes adjustments, primarily related to a $6.1 million legal settlement gain and the reversal of $2.9 million of deferred rent liabilities associated with the International and Domestic Restaurant Closure Initiatives, which were recorded in Other restaurant operating.
(2)Includes an adjustment of $17.0 million for payroll tax audit contingencies, which were recorded in Labor and other related.
(3)No adjustments impacted Restaurant-level operating margin during fiscal 2012.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Adjusted income from operations, Adjusted net income and Adjusted diluted earnings per share

The following table reconciles Adjusted income from operations and the corresponding margins, Adjusted net income and Adjusted diluted earnings per share to their respective most comparable U.S. GAAP measures for fiscal years 20142016, 20132015 and 20122014:
 FISCAL YEAR
(in thousands, except per share amounts)2014 2013 2012
Income from operations$191,964
 $225,357
 $181,137
Operating income margin4.3% 5.5% 4.5%
Adjustments:     
Transaction-related expenses (1)1,347
 3,888
 45,495
Management fees and expenses (2)
 
 13,776
Severance (3)9,045
 
 
Asset impairments and related costs (4)24,490
 
 
Restaurant relocations and related costs (5)249
 
 
Restaurant impairments and closing costs (6)26,841
 18,695
 
Gain on disposal of business (7)
 
 (3,500)
Payroll tax audit contingency (8)
 17,000
 
Legal settlement(6,070) 
 
Purchased intangibles amortization (9)5,952
 560
 
Adjusted income from operations$253,818
 $265,500
 $236,908
Adjusted operating income margin5.7% 6.4% 5.9%
      
   (CONTINUED...) 
      
      
      
      
      
 FISCAL YEAR
(dollars in thousands, except per share amounts)2016 2015 2014
Income from operations$127,606
 $230,925
 $191,964
Operating income margin3.0% 5.3% 4.3%
Adjustments:     
Restaurant impairments and closing costs (1)45,806
 33,507
 26,841
Asset impairments and related costs (2)44,680
 746
 24,490
Restaurant relocations, remodels and related costs (3)11,330
 3,625
 249
Severance (4)5,463
 
 9,045
Purchased intangibles amortization (5)3,885
 4,334
 5,952
Legal and contingent matters (6)2,340
 5,843
 (6,070)
Transaction-related expenses (7)1,910
 1,294
 1,347
Payroll tax audit contingency (8)
 (5,587) 
Total income from operations adjustments$115,414
 $43,762
 $61,854
Adjusted income from operations$243,020
 $274,687
 $253,818
Adjusted operating income margin5.7% 6.3% 5.7%
      
Net income attributable to Bloomin’ Brands$41,748
 $127,327
 $91,090
Adjustments:     
Income from operations adjustments115,414
 43,762
 61,854
Loss on defeasance, extinguishment and modification of debt (9)26,998
 2,956
 11,092
(Gain) loss on disposal of business (10)(1,632) 1,328
 770
Total adjustments, before income taxes140,780
 48,046
 73,716
Adjustment to provision for income taxes (8) (11)(35,336) (15,314) (23,996)
Net adjustments105,444
 32,732
 49,720
Adjusted net income$147,192
 $160,059
 $140,810
      
Diluted earnings per share$0.37
 $1.01
 $0.71
Adjusted diluted earnings per share$1.29
 $1.27
 $1.10
      
Diluted weighted average common shares outstanding114,311
 125,585
 128,317
_________________
(1)Represents expenses incurred for the 2017 Closure Initiative, Bonefish Restructuring and the International and Domestic Restaurant Closure Initiatives.
(2)
Represents asset impairment charges and related costs primarily related to: (i) the sale of Outback Steakhouse South Korea and our Puerto Rico subsidiary in 2016, (ii) our Roy’s concept in 2014 and (iii) the sale of corporate aircraft in 2015 and 2014.
(3)Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation and remodel programs.
(4)Relates primarily to the following: (i) restructuring of certain functions in 2016, (ii) the relocation of our Fleming’s operations center to the corporate home office in 2016 and (iii) our organizational realignment in 2014.
(5)
Represents intangible amortization recorded as a result of the acquisition of our Brazil operations.
(6)
Represents fees and expenses related to certain legal and contingent matters, including the Sears litigation in 2016 and the Cardoza litigation in 2015. During fiscal year 2014, we recognized a gain on a legal settlement.
(7)Relates primarily to the following: (i) costs incurred with our sale-leaseback initiative in 2016 and 2015 and (ii) costs incurred with the secondary offering of our common stock in March 2015, November 2014 and March 2014. For the fiscal year ended December 25, 2016, includes an adjustment of $0.3 million for amortization of deferred gains related to our sale-leaseback initiative from our

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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


 FISCAL YEAR
(in thousands, except per share amounts)2014 2013 2012
Net income attributable to Bloomin’ Brands$91,090
 $208,367
 $49,971
Transaction-related expenses (1)1,347
 3,888
 45,495
Management fees and expenses (2)
 
 13,776
Severance (3)9,045
 
 
Asset impairments and related costs (4)24,490
 
 
Restaurant relocations and related costs (5)249
 
 
Restaurant impairments and closing costs (6)26,841
 18,695
 
Loss (gain) on disposal of business (7)770
 
 (3,500)
Payroll tax audit contingency (8)
 17,000
 
Legal settlement(6,070) 
 
Purchased intangibles amortization (9)5,952
 560
 
Loss on extinguishment and modification of debt (10)11,092
 14,586
 20,956
Gain on remeasurement of equity method investment (11)
 (36,608) 
Total adjustments, before income taxes73,716
 18,121
 76,727
Adjustment to provision (benefit) for income taxes (12)(23,996) (84,114) (12,660)
Net adjustments49,720
 (65,993) 64,067
Adjusted net income$140,810
 $142,374
 $114,038
      
Diluted earnings per share$0.71
 $1.63
 $0.44
Adjusted diluted earnings per share$1.10
 $1.11
 $0.99
Adjusted diluted earnings per pro forma share (13)$1.10
 $1.11
 $0.92
      
Diluted weighted average common shares outstanding128,317
 128,074
 114,821
Pro forma IPO adjustment (13)
 
 8,684
Pro forma diluted weighted average common shares outstanding (13)128,317
 128,074
 123,505
second fiscal quarter. Subsequent to the second quarter, based on an ongoing review of our non-GAAP presentations, we determined not to adjust for this item. We do not consider this change material to the historical periods presented.
_________________
(1)Transaction-related expenses primarily relate to the following: (i) secondary offerings of our common stock completed in November 2014, March 2014 and May 2013; (ii) the refinancings of the Senior Secured Credit Facility in May 2014 and March 2012 and the CMBS Loan in 2012; (iii) costs incurred in 2013 to acquire a controlling ownership interest in our Brazil operations, and (iv) costs incurred in connection with the IPO completed in 2012, which includes certain executive and stock compensation costs.
(2)Represents management fees and certain reimbursable expenses paid to a management company owned by our sponsors and founders.
(3)Relates to severance incurred as a result of our organizational realignment.
(4)Represents asset impairment charges and related costs associated with our decision to sell the Roy’s concept and corporate aircraft.
(5)Represents accelerated depreciation incurred in connection with the Outback Steakhouse relocation program.
(6)Represents impairments and expenses incurred for the Domestic and International Restaurant Closure Initiatives.
(7)Represents a loss recognized on the 2014 sale of one Company-owned Outback Steakhouse location in Mexico to an existing franchisee and a gain associated with the 2012 collection of amounts due to us in connection with the 2009 sale of Cheeseburger in Paradise.
(8)RelatedRelates to an IRSa payroll tax audit contingency adjustment for the employer’s share of FICA taxes related to cash tips allegedly received and unreported by our employees during calendar year 2011, which is recorded in Labor and other related expenses. In addition, a deferred income tax adjustment has been recorded for cash tips.the allowable income tax credits for the employer’s share of FICA taxes expected to be paid, which is included in Provision for income taxes and offsets the adjustment to Labor and other related expenses. As a result, there is no impact to Net income from this adjustment.
(9)Represents non-cash intangible amortization recorded as a result
Relates to: (i) the amendment of the acquisitionPRP Mortgage Loan and defeasance of the 2012 CMBS loan in 2016 and (ii) the refinancing of our Brazil operations.Senior Secured Credit Facility in 2015 and 2014.
(10)Related to: (i)
Primarily relates to the refinancingsale of Outback Steakhouse South Korea in April 2014, repricing2016 and Roy’s in 2013 and refinancing in 2012 of our senior secured credit facility; (ii) the retirement of our senior notes in 2012, and (iii) the extinguishment of the previous CMBS Loan in 2012.2015.
(11)
Represents recognition of a gain on remeasurement of the previously held equity investment in connection with the Brazil acquisition.
(12)Incomeincome tax effect of the adjustments, on a jurisdiction basis. Included in the adjustment for fiscal year 2014 was calculated based on2016 is $2.4 million for a tax obligation related to the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate. ForOutback Steakhouse South Korea sale. Additionally, for fiscal year 2013, we utilized2015, a normalized annual effective tax rate of 22.0%, which excludes thedeferred income tax benefitadjustment has been recorded for the allowable income tax credits for the employer’s share of the valuation allowance release. For fiscal year 2012, adjustments were calculated using our full-year effective tax rate of 16.5%.
(13)Gives pro forma effect in fiscal year 2012FICA taxes expected to the issuance of shares in the IPO as if they were all outstanding on January 1, 2012. There is no effect ofbe paid. See footnote 8 to this adjustment for fiscal years 2014 and 2013.table.


4851

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA (EBITDA adjusted for certain significant items, as noted below) are supplemental measures of operating performance. The following table reconciles Net income attributable to Bloomin’ Brands to EBITDA and Adjusted EBITDA for fiscal years 2014, 2013 and 2012:
 FISCAL YEAR
(in thousands)2014 2013 2012
Net income attributable to Bloomin’ Brands$91,090
 $208,367
 $49,971
Provision (benefit) for income taxes24,044
 (42,208) 12,106
Interest expense, net59,658
 74,773
 86,642
Depreciation and amortization190,911
 164,094
 155,482
EBITDA365,703
 405,026
 304,201
Impairments, closings and disposals (1)26,610
 3,716
 7,945
Transaction-related expenses (2)1,347
 3,888
 29,495
Stock-based compensation expense16,107
 13,857
 21,526
Other (gains) losses (3)(477) 328
 1,906
Severance (4)9,045
 
 
Restaurant impairment and closing costs (5)26,841
 18,695
 
Payroll tax audit contingency (6)
 17,000
 
Management fees and expenses (7)
 
 13,776
Loss (gain) on disposal of business (8)770
 
 (3,500)
Legal settlement(6,070) 
 
Loss on extinguishment and modification of debt (9)11,092
 14,586
 20,957
Gain on remeasurement of equity method investment (10)
 (36,608) 
Adjusted EBITDA$450,968
 $440,488
 $396,306
_________________
(1)Represents non-cash impairment charges for fixed assets and intangible assets, cash and non-cash expense from restaurant closings and net gains or losses on the disposal of fixed assets. Includes asset impairment charges associated with our decision to sell the Roy’s concept and corporate aircraft.
(2)Transaction-related expenses primarily relate to the following: (i) secondary offerings of our common stock completed in November 2014, March 2014 and May 2013; (ii) refinancings of the Senior Secured Credit Facility in May 2014 and March 2012 and the CMBS loan in 2012; (iii) costs incurred in 2013 to acquire a controlling ownership interest in our Brazil operations and (iv) costs incurred in connection with the IPO completed in 2012.
(3)Represents (income) expense incurred as a result of (losses) gains on our partner deferred compensation participant investment accounts, foreign currency loss (gain) and the loss (gain) on the cash surrender value of executive life insurance.
(4)Relates to severance expense incurred as a result of our organizational realignment.
(5)Represents impairments and expenses incurred for the Domestic and International Restaurant Closure Initiatives.
(6)Relates to an IRS payroll tax audit for the employer’s share of FICA taxes for cash tips.
(7)Represents management fees and certain reimbursable expenses paid to a management company owned by our sponsors and founders.
(8)Represents a loss recognized on the 2014 sale of one Company-owned Outback Steakhouse location in Mexico to an existing franchisee and a gain associated with the 2012 collection of amounts due to us in connection with the 2009 sale of Cheeseburger in Paradise.
(9)Relates to the (i) refinancing in May 2014, repricing in 2013, and refinancing in 2012 of our Senior Secured Credit Facility; (ii) the retirement of our Senior Notes in 2012, and (iii) the extinguishment of the previous CMBS loan in 2012.
(10)Represents recognition of a gain on remeasurement of the previously held equity investment in connection with the Brazil acquisition.


49

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Liquidity and Capital Resources

LIQUIDITY

Our liquidity sources consist of cash flow from our operations, cash and cash equivalents and credit capacity under our credit facilities. We expect to use cash primarily for general operating expenses, principal and interest payments on our debt, the development of new restaurants and new markets, share repurchases and dividend payments, remodeling or relocating older restaurants, development of new restaurants and new markets, principal and interest payments on our debt, obligations related to our deferred compensation plans and investments in technology.

We believe that our expected liquidity sources are adequate to fund debt service requirements, operating lease obligations, capital expenditures and working capital obligations for the next 12 months. However, our ability to continue to meet these requirements and obligations will depend on, among other things, our ability to achieve anticipated levels of revenue and cash flow and our ability to manage costs and working capital successfully.

Cash and Cash Equivalents - As of December 28, 2014 and December 31, 2013,25, 2016, we had $165.7$127.2 million and $209.9 million, respectively, in cash and cash equivalents, of which $89.7$33.6 million and $107.5 million, respectively, was held by foreign affiliates, primarily in South Korea, a portion of which would be subject to additional taxes if repatriated to the United States. We consider the undistributed earnings related to our foreign affiliates as of December 28, 2014 to be permanently reinvested and are expected to continue to be permanently reinvested. Accordingly, no provision for United States income and additional foreign taxes has been recorded on aggregate undistributed earnings of $147.7 million as of December 28, 2014. If we identify an exception to our reinvestment policy of undistributed earnings, additional tax liabilities will be recorded. The international jurisdictions in which we have significant cash do not have any known restrictions that would prohibit the repatriation of cash and cash equivalents.

We had aggregate undistributed earnings of $60.6 million for foreign subsidiaries as of December 25, 2016, which we consider to be permanently reinvested and are expected to continue to be permanently reinvested. It is not practical to determine the amount of unrecognized deferred income tax liabilities on the undistributed earnings we consider to be permanently reinvested.

Sale of Outback Steakhouse South Korea - On July 25, 2016, we completed the sale of Outback Steakhouse South Korea for a purchase price of $50.0 million.

Sale-Leaseback Transactions - During fiscal year 2014,2016, we decidedentered into sale-leaseback transactions with third-parties in which we sold 159 restaurant properties at fair market value for gross proceeds of $560.4 million. With the proceeds from these transactions, we made payments of $322.3 million on our PRP Mortgage Loan.

Subsequent to close 36 underperforming international locations, primarilyDecember 25, 2016, we entered into sale-leaseback transactions with third-parties in South Korea. In connection with the International Restaurant Closure Initiative,which we expectsold six restaurant properties at fair market value for gross proceeds of $21.6 million.

Restructuring - Total aggregate future undiscounted cash expenditures of $18.0$41.6 million to $23.0$49.5 million for the 2017 Closure Initiative and Bonefish Restructuring, primarily related to lease liabilities, through November 2022. We believe our South Korea subsidiary has sufficient cashare expected to meet these obligations and support ongoing operations.occur over the remaining lease terms with the final term ending in January 2029.

Capital Expenditures - We estimate that our capital expenditures will total between $235.0$260.0 million and $255.0$280.0 million in 2015.2017. The amount of actual capital expenditures may be affected by general economic, financial, competitive, legislative and regulatory factors, among other things, including restrictions imposed by our borrowing arrangements. We expect to continue to review the level of capital expenditures throughout 2015.


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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Credit Facilities - OurAs of December 25, 2016, our credit facilities consist of the Senior Secured Credit Facility and the CMBSPRP Mortgage Loan. See Note 1211 - Long-term Debt, Net of the Notes to Consolidated Financial Statements for further information. Following is a summary of principal payments and debt issuance from December 31, 201228, 2014 to December 28, 2014:25, 2016:
 SENIOR SECURED CREDIT FACILITY 2012 CMBS LOAN  
(in thousands)TERM LOAN A TERM LOAN B REVOLVING FACILITY FIRST MORTGAGE LOAN FIRST MEZZANINE LOAN SECOND MEZZANINE LOAN TOTAL CREDIT FACILITIES
Balance as of December 31, 2012$
 $1,000,000
 $
 $319,574
 $87,048
 $87,273
 $1,493,895
2013 payments
 (65,000) 
 (7,930) (917) (569) (74,416)
Balance as of December 31, 2013

 935,000
 
 311,644
 86,131
 86,704
 1,419,479
2014 new debt issued (1)300,000
 
 400,000
 
 
 
 700,000
2014 payments (1) (2)(3,750) (710,000) (75,000) (11,879) (1,004) (637) (802,270)
Balance as of
December 28, 2014
$296,250
 $225,000
 $325,000
 $299,765
 $85,127
 $86,067
 $1,317,209
 SENIOR SECURED CREDIT FACILITY 2012
CMBS LOAN
 PRP MORTGAGE LOAN TOTAL CREDIT FACILITIES
 TERM LOANS REVOLVING FACILITY   
(dollars in thousands)A A-1 B    
Balance as of December 28, 2014$296,250
 
 $225,000
 $325,000
 $470,959
 $
 $1,317,209
2015 new debt (1)
 150,000
 
 565,300
 
 
 715,300
2015 payments (1)(18,750) 
 (225,000) (458,300) (11,990) 
 (714,040)
Balance as of December 27, 2015277,500
 150,000
 
 432,000
 458,969
 
 1,318,469
2016 new debt (2)
 
 
 729,500
 
 369,512
 1,099,012
2016 payments (2)(18,750) (9,375) 
 (539,500) (458,969) (322,310) (1,348,904)
Balance as of December 25, 2016$258,750
 $140,625
 $
 $622,000
 $
 $47,202
 $1,068,577
________________
(1)$700.0Includes $215.0 million relatesrelated to thea refinancing of our Senior Secured Credit Facility to repay the remaining Term loan B balance and $150.0 million for an incremental Term loan A-1, which did not increase total indebtedness.was used to repay a portion of the outstanding revolving credit facility.
(2)Subsequent to December 28, 2014In February 2016, we made payments of $3.8 million, $10.0 million and $60.0drew $185.0 million on our Term loan A, Term loan B and revolving credit facility, respectively.facility. The drawdowns, together with the proceeds from the PRP Mortgage Loan, were used to prepay a portion, and fully defease the remainder, of the 2012 CMBS loan.

We continue to evaluate whether we will make further payments of our outstanding debt ahead of scheduled maturities. Following is a summary of our outstanding credit facilities as of December 28, 2014:25, 2016:
 INTEREST RATE     OUTSTANDING
(in thousands, except interest rate)DECEMBER 28, 2014 ORIGINAL FACILITY PRINCIPAL MATURITY DATE DECEMBER 28, 2014 DECEMBER 31, 2013
Term loan A, net of discount of $2.9 million2.16% $300,000
 May 2019 $296,250
 $
Term loan B, net of discount of $10.0 million3.50% 225,000
 October 2019 225,000
 935,000
Revolving credit facility2.16% 600,000
 May 2019 325,000
 
Total Senior Secured Credit Facility  1,125,000
   846,250
 935,000
First mortgage loan (1)4.08% 324,800
 April 2017 299,765
 311,644
First mezzanine loan9.00% 87,600
 April 2017 85,127
 86,131
Second mezzanine loan11.25% 87,600
 April 2017 86,067
 86,704
Total 2012 CMBS loan  500,000
   470,959
 484,479
Total credit facilities  $1,625,000
   $1,317,209
 $1,419,479
 INTEREST RATE
DECEMBER 25, 2016
 ORIGINAL FACILITY PRINCIPAL MATURITY DATE OUTSTANDING
(dollars in thousands)   DECEMBER 25,
2016
 DECEMBER 27,
2015
Term loan A, net of discount of $1.2 million (1)2.63% $300,000
 May 2019 $258,750
 $277,500
Term loan A-12.70% 150,000
 May 2019 140,625
 150,000
Revolving credit facility (1)2.67% 825,000
 May 2019 622,000
 432,000
Total Senior Secured Credit Facility  1,275,000
   1,021,375
 859,500
PRP Mortgage Loan3.21% 369,512
 February 2018 47,202
 
2012 CMBS loan  500,000
   
 458,969
Total credit facilities  $2,144,512
   $1,068,577
 $1,318,469
________________
(1)Represents the weighted-average interest rate for the respective period.

Credit Agreement - As of December 28, 2014,25, 2016, we had $245.4$175.2 million in available unused borrowing capacity under our revolving credit facility, net of letters of credit of $29.6$27.8 million.

The Amended Credit Agreement contains mandatory prepayment requirements for Term loan A and Term loan B.A-1. We are required to prepay outstanding amounts under our term loansTerm loan A and Term loan A-1 with 50% of our annual excess cash flow, as defined in the Amended Credit Agreement. The amount of outstanding term loansTerm loan A and Term loan A-1 required to be prepaid may vary based on our leverage ratio and year-endyear end results. Other than the required minimum amortization premiums of $15.0$33.8 million, we do not anticipate any other payments will be required through December 27, 2015.31, 2017.

The 2012 CMBS Loan requires annual amortization payments ranging from $10.4 millionWe are exploring options to $10.9 million, payable in scheduled monthly installments through March 2017, withaddress the remaining balance due upon2019 maturity in April 2017.of our Senior Secured Credit Facility.

PRP Mortgage Loan - On February 11, 2016, PRP, as borrower, and Wells Fargo Bank, National Association, as lender (the “lender”), entered into the PRP Mortgage Loan, pursuant to which PRP borrowed $300.0 million. The PRP Mortgage Loan has an Initial Maturity date of February 11, 2018 with an option to extend the Initial Maturity date for one twelve-

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BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


month Extension provided that certain conditions are satisfied. The PRP Mortgage Loan is collateralized by certain properties owned by PRP. PRP has also made negative pledges with respect to certain unencumbered properties.
The proceeds of the PRP Mortgage Loan were used, together with borrowings under our revolving credit facility, to prepay a portion, and fully defease the remainder, of the 2012 CMBS loan. In connection with the defeasance, we recognized a loss of $26.6 million during the fiscal year ended December 25, 2016. Following the defeasance of the 2012 CMBS loan, $19.3 million of restricted cash was released. On July 27, 2016, PRP and the Lender, entered into an Amendment to PRP’s Original Loan Agreement to provide for additional borrowings of $69.5 million.
Subsequent to December 25, 2016, we made payments of $19.2 million on our PRP Mortgage Loan with proceeds from sale-leaseback transactions. The remaining $28.0 million PRP Mortgage Loan balance is due on the Initial Maturity date unless the we exercise the Extension.
Debt Covenants - Our Amended Credit Agreement and 2012 CMBSPRP Mortgage Loan contain various financial and non-financial covenants. A violation of these covenants could negatively impact our liquidity by restricting our ability to borrow under the revolving credit facility and cause an acceleration of the amounts due under the credit facilities. See Note 1211 - Long-term Debt, Net of the Notes to Consolidated Financial Statements for further information.

As of December 28, 201425, 2016 and December 31, 2013,27, 2015, we were in compliance with theseour debt covenants. We believe that
we will remain in compliance with our debt covenants during the next 12 months.

Cash Flow Hedges of Interest Rate Risk - In September 2014, we entered into variable-to-fixed interest rate swap agreements with eight counterparties to hedge a portion of the cash flows of our variable rate debt. The swap agreements have an aggregate notional amount of $400.0 million, a forward start date of June 30, 2015, and mature on May 16, 2019. Under the terms of the swap agreements, we will pay a weighted-average fixed rate of 2.02% on the $400.0 million notional amount and receive payments from the counterparty based on the 30-day LIBOR rate. WBased on the current LIBOR curve as of the date of this filing, wee estimate $3.0$4.2 million of additionalwill be reclassified to interest expense inover the second half of fiscal 2015 as a result of the swap transaction. next twelve months. See Note 1615 - Derivative Instruments and Hedging Activities of the Notes to Consolidated Financial Statements for further information.

SUMMARY OF CASH FLOWS

The following table presents a summary of our cash flows provided by (used in) operating, investing and financing activities for the periods indicated:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Net cash provided by operating activities$352,006
 $377,264
 $340,091
$340,581
 $397,430
 $352,006
Net cash (used in) provided by investing activities(240,342) (346,137) 19,944
Net cash provided by (used in) investing activities309,281
 (180,643) (240,342)
Net cash used in financing activities(148,731) (87,127) (586,219)(657,978) (241,001) (148,731)
Effect of exchange rate changes on cash and cash equivalents(7,060) 4,181
 5,790
2,955
 (9,193) (7,060)
Net decrease in cash and cash equivalents$(44,127) $(51,819) $(220,394)$(5,161) $(33,407) $(44,127)

Operating activities - Net cash provided by operating activities decreased in 20142016 as compared to 20132015 primarily as a result of the following: (i) higher income tax payments primarily due to sale-leaseback transactions and (ii) the timing of rent payments. These decreases were partially offset by: (i) utilization of inventory on hand and (ii) lower cash interest payments.

Net cash provided by operating activities increased in 2015 as compared to 2014 primarily as a result of the following: (i) timing of collections of holiday gift card sales from third-party vendors, (ii) higherlower income tax payments and (iii) an increase in the redemption of gift cards, (iv) higher inventory and (v) higher incentive compensationlower cash interest payments. These decreasesincreases were partially offset by an increase in cash due to:by: (i) lower cash interest payments and (ii) timing of payments on accounts payable and certain accrual payments.

Net cash provided by operating activities increased in 2013 as compared to 2012 primarily as a result of the following: (i) utilization of inventory on hand, (ii) a decrease in cash paid for interest payments and (iii) timing of accounts payable and certain accrual payments. The increase in net cash provided by operating activities was partially offset by (i) a decrease in cash due to timing of collections of holiday gift card sales from third-party vendors, (ii) higher income tax payments and (iii) $5.2 million of cash paid to terminate certain split-dollar life insurance agreements.


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Table of Contents
BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Investing activities
 FISCAL YEAR
(in thousands)2014 2013 2012
Capital expenditures$(237,868) $(237,214) $(178,720)
Acquisition of business, net of cash acquired(3,063) (100,319) 
Purchases of life insurance policies(1,682) (4,159) (6,451)
Net change in restricted cash(4,101) (8,907) 4,200
Proceeds from sale of life insurance policies627
 1,239
 
Proceeds from disposal of property, fixtures and equipment5,745
 3,223
 4,529
Proceeds from sale-leaseback transaction
 
 192,886
Proceeds from sale of a business
 
 3,500
Net cash (used in) provided by investing activities$(240,342) $(346,137) $19,944
certain accrual payments, (ii) a decrease in incremental gift card sales and (iii) the cash impact of settlement of obligations associated with the International Restaurant Closure Initiative.

Investing activities - Net cash provided by investing activities during 2016 consisted primarily of: (i) proceeds from sale-leaseback transactions, (ii) proceeds from the sale of Outback Steakhouse South Korea and (iii) a reduction in restricted cash related to the defeasance of the 2012 CMBS loan, partially offset by capital expenditures.

Net cash used in investing activities during 20142015 consisted primarily of capital expenditures. Net cash used in investing activities was partially offset by the following: (i) proceeds from other investments, net, (ii) proceeds from the sale of Roy’s, (iii) the release of escrow cash related to the Brazil Joint Venture acquisition and (iv) proceeds from the disposal of property, fixtures and equipment.

Net cash used in investing activities during 2014 consisted primarily of: (i) capital expenditures, (ii) the net difference in restricted cash used and restricted cash received and (iii) net cash paid to acquire certain franchise restaurants. These decreases wereNet cash used in investing activities was partially offset by proceeds from the disposal of property, fixtures and equipment.

Net cash used in investingFinancing activities during- 2013 consisted primarily of capital expenditures, net cash paid to acquire a controlling interest in our Brazil operations, the net difference in restricted cash used and restricted cash received and purchases of Company-owned life insurance. These decreases were partially offset by proceeds from the disposal of property, fixtures and equipment.

Net cash provided by investing activities during 2012 consisted primarily of proceeds from a sale-leaseback transaction, proceeds from the sale of property, fixtures and equipment, the net difference in restricted cash and proceeds from the collection of the promissory note and other amounts due in connection with the 2009 sale of the Cheeseburger in Paradise concept. These increases were partially offset by capital expenditures and purchases of Company-owned life insurance.

Financing activities
 FISCAL YEAR
(in thousands)2014 2013 2012
Repayments of debt$(925,873) $(180,805) $(2,227,666)
Purchase of limited partnership interests(17,211) 
 (40,582)
Repayments of partner deposits and accrued partner obligations(24,925) (23,286) (25,397)
Financing fees(4,492) (12,519) (18,983)
Distributions to noncontrolling interests(3,190) (8,059) (13,977)
Proceeds from borrowings816,088
 100,000
 1,596,186
Proceeds from exercise of stock options, net of shares withheld for employee taxes8,140
 27,350
 884
Excess tax benefits from stock-based compensation2,732
 4,363
 
Repayments of notes receivable due from stockholders
 5,829
 1,661
Proceeds from the issuance of common stock in connection with initial public offering
 
 142,242
Issuance of notes receivable due from stockholders
 
 (587)
Net cash used in financing activities$(148,731) $(87,127) $(586,219)

Net cash used in financing activities during 2016 was primarily attributable to the following: (i) the defeasance of the 2012 CMBS loan and payments on our PRP Mortgage Loan, (ii) the repurchase of common stock, (iii) the purchase of outstanding noncontrolling interests and limited partnership interests in certain restaurants, (iv) payment of cash dividends on our common stock and (v) repayments of partner deposits and accrued partner obligations. Net cash used in financing activities was partially offset by the following: (i) proceeds from the PRP Mortgage Loan, (ii) drawdowns on our revolving credit facility, net of repayments and (iii) proceeds from the sale of certain properties, which are considered financing obligations.

Net cash used in financing activities during 2015 was primarily attributable to the following: (i) repayments of the Term loan B due to the Senior Secured Credit Facility refinancing in March 2015 and voluntary prepayments, (ii) the repurchase of common stock, (iii) repayments of partner deposits and accrued partner obligations and (iv) payment of cash dividends on our common stock. Net cash used in financing activities was partially offset by the following: (i) proceeds from the incremental Term loan A-1, net of financing fees, (ii) drawdowns on the revolving credit facility, net of repayments, and (iii) proceeds from the exercise of stock options.

Net cash used in financing activities during 2014 was primarily attributable to the following: (i) repayment of the Term loan B due to the Senior Secured Credit Facility refinancing in May 2014 and voluntary repayments, (ii) repayment of borrowings on ourthe 2012 CMBS loan, Term loan A and revolving credit facilities, (iii) repayments of partner deposits and scheduled amortization payments onaccrued partner obligations and (iv) the 2012 CMBS Loanpurchase of outstanding limited partnership interests in certain restaurants. Net cash used in financing activities was partially offset by proceeds from the refinancing of the Senior Secured Credit Facility, net of financing fees, and proceeds from the exercise of stock options.

FINANCIAL CONDITION

Following is a summary of our current assets, current liabilities and working capital:
53
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Current assets$390,519
 $418,644
Current liabilities823,408
 814,166
Working capital (deficit)$(432,889) $(395,522)

Working capital (deficit) included Unearned revenue from unredeemed gift cards and loyalty program rewards of $388.5 million and $382.6 million as of December 25, 2016 and December 27, 2015, respectively. We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies).

55

BLOOMIN’ BRANDS, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued


Term loan A, (iii) repayments of partner deposits and accrued partner obligations, (iv) the purchase of outstanding limited partnership interests in certain restaurants and (v) financing fees related to the Senior Secured Credit Facility refinancing. Net cash used in financing activities was partially offset by proceeds from the refinancing of the Senior Secured Credit Facility and proceeds from the exercise of stock options.

Net cash used in financing activities during 2013 was primarily attributable to: (i) the repayment of long-term debt, (ii) repayments of partner deposits and accrued partnerobligations, (iii) payments of financing fees for the Amended Term Loan B repricing transaction completed in April 2013 and (iv) distributions to noncontrolling interests. This was partially offset by the receipt of proceeds from the exercise of stock options and repayments of notes receivable due from stockholders.

Net cash used in financing activities during 2012 was primarily attributable to: (i) the extinguishment and modification of the 2007 Credit Facilities and the extinguishment of the CMBS Loan and senior notes, (ii) the repayment of borrowings on our revolving credit facilities, (iii) the repayment of long-term debt, (iv) the purchase of outstanding limited partnership interests in certain restaurants, (v) the repayments of partner deposits and other contributions, (vi) the financing fees incurred for the CMBS Refinancing and the refinancing of the 2007 Credit Facilities and (vii) the distributions to noncontrolling interests. This was partially offset by proceeds on the issuance of long-term debt, borrowings on our revolving credit facilities and proceeds from the issuance of common stock.

FINANCIAL CONDITION

Following is a summary of our current assets, current liabilities and working capital:
 DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
Current assets$600,551
 $483,396
Current liabilities840,110
 747,270
Working capital (deficit)$(239,559) $(263,874)

Working capital (deficit) totaled ($239.6) million and ($263.9) million as of December 28, 2014 and December 31, 2013, respectively, and included Unearned revenue from unredeemed gift cards of $376.7 million and $359.4 million as of December 28, 2014 and December 31, 2013, respectively. We have, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies). We operate successfully with negative working capital because cash collected on restaurant sales is typically received before payment is due on our current liabilities, and our inventory turnover rates require relatively low investment in inventories. Additionally, ongoing cash flows from restaurant operations and gift card sales are used to service debt obligations and to make capital expenditures.

Deferred Compensation Programs - The deferred compensation obligation due to managing and chef partners was $113.0 million and $133.2 million as of December 25, 2016 and December 27, 2015, respectively. We invest in various corporate-owned life insurance policies, which are held within an irrevocable grantor or “rabbi” trust account for settlement of our obligations under the deferred compensation plans. The rabbi trust is funded through our voluntary contributions. The unfunded obligation for managing and chef partners’ deferred compensation is $50.6 million and $74.0 million as of December 25, 2016 and December 27, 2015, respectively.

We use capital to fund the deferred compensation plans and currently expect annual cash funding of $18.0 million to $20.0 million. Actual funding of the deferred compensation obligations and future funding requirements may vary significantly depending on the actual performance compared to targets, timing of deferred payments of partner contracts, forfeiture rates, number of partner participants, growth of partner investments and our funding strategy.

DIVIDENDS AND SHARE REPURCHASES

Dividends - We did not declare or pay any dividends on our common stock during 2014 or 2013.prior to 2015. In December 2014, our Board of Directors adopted a dividend policy under which it intends to declarefiscal years 2016 and 2015, we declared and paid quarterly cash dividends on shares of our common stock. On$0.07 and $0.06 per share, respectively.

In February 12, 2015, our2017, the Board of Directors declared our firsta quarterly cash dividend of $0.06$0.08 per share.share, payable on March 10, 2017. Future dividend payments are dependent on our earnings, financial condition, capital expenditure requirements, surplus and other factors that our Board of Directors considers relevant.

In December 2014,Share Repurchases - The following table presents a summary of our Board of Directors approved a share repurchase program under which we are authorized to repurchase up to $100.0programs for 2014, 2015 and 2016 (dollars in thousands):
SHARE REPURCHASE PROGRAM BOARD APPROVAL DATE AUTHORIZED REPURCHASED CANCELED REMAINING
2014 December 12, 2014 $100,000
 $100,000
 $
 $
2015 August 3, 2015 100,000
 69,999
 30,001
 
2016 February 12, 2016 250,000
 139,892
 110,108
 
July 2016 (1) July 26, 2016 300,000
 169,995
 
 130,005
________________
(1)During January 2017, we repurchased $20.0 million of our outstanding common stock under a Rule 10b5-1 plan. The July 2016 Share Repurchase Program will expire on January 26, 2018.

The following table presents our outstanding common stock. As of December 28, 2014, no shares had been repurchased under the program. The authorization will expire on June 12, 2016.dividends and share repurchases for fiscal years 2016 and 2015:
(dollars in thousands)DIVIDENDS PAID SHARE REPURCHASES TAXES RELATED TO SETTLEMENT OF EQUITY AWARDS TOTAL
Fiscal year 2016$31,379
 $309,887
 $447
 $341,713
Fiscal year 201529,332
 169,999
 770
 200,101
Total$60,711
 $479,886
 $1,217
 $541,814

Our ability to pay dividends and make share repurchases is dependent on our ability to obtain funds from our subsidiaries, and to have access to our revolving credit facility. Paymentfacility and the existence of dividends bysurplus. Based on our Credit Agreement, restricted dividend payments from OSI to Bloomin’ Brands is restricted undercan be made on an unlimited basis provided we are compliant with our debt covenants.

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


the Credit Facilities to dividends for the purpose of paying Bloomin’ Brands’ franchise and income taxes and ordinary course operating expenses; dividends for certain other limited purposes; and other dividends subject to an aggregate cap over the term of the agreement. Restricted dividend payments from OSI to Bloomin’ Brands can be made on an unlimited basis provided the total net leverage ratio does not exceed 2:50 to 1.00.

OFF-BALANCE SHEET ARRANGEMENTS

None.

OTHER MATERIAL COMMITMENTS

Our contractual obligations, debt obligations and commitments as of December 28, 201425, 2016 are summarized in the table below:
PAYMENTS DUE BY PERIODPAYMENTS DUE BY PERIOD
  LESS THAN 1-3 3-5 MORE THAN  LESS THAN 1-3 3-5 MORE THAN
(in thousands)TOTAL 1 YEAR YEARS YEARS 5 YEARS
(dollars in thousands)TOTAL 1 YEAR YEARS YEARS 5 YEARS
Recorded Contractual Obligations                  
Long-term debt (1)$1,321,916
 $27,601
 $501,130
 $791,927
 $1,258
$1,089,485
 $35,079
 $1,033,787
 $967
 $19,652
Deferred compensation and other partner obligations (2)202,805
 42,921
 71,976
 46,672
 41,236
123,546
 20,787
 49,942
 34,233
 18,584
Other recorded contractual obligations (3)25,031
 6,508
 6,664
 2,888
 8,971
23,197
 5,286
 3,507
 1,965
 12,439
Unrecorded Contractual Obligations                  
Interest (4)195,256
 55,928
 96,126
 43,202
 
108,997
 37,259
 47,577
 2,642
 21,519
Operating leases1,012,906
 146,855
 245,068
 176,941
 444,042
1,649,054
 174,019
 313,237
 256,148
 905,650
Purchase obligations (5)563,175
 303,470
 104,071
 92,700
 62,934
439,436
 230,312
 122,074
 42,830
 44,220
Total contractual obligations$3,321,089
 $583,283
 $1,025,035
 $1,154,330
 $558,441
$3,433,715
 $502,742
 $1,570,124
 $338,785
 $1,022,064
____________________
(1)Includes capital lease obligations. Excludes unamortized debt issuance costs and discount of $6.1$2.8 million.
(2)Includes deferred compensation obligations, deposits and other accrued obligations due to our restaurant partners. Timing and amounts of payments may vary significantly based on employee turnover, return of deposits and changes to buyout values.
(3)Includes other long-term liabilities, primarily consisting of non-partner deferred compensation obligations and restaurant closing cost liabilities and asset retirement obligations.liabilities. As of December 28, 2014,25, 2016, unrecognized tax benefits of $17.6$19.6 million were excluded from the table since it is not possible to estimate when these future payments will occur.
(4)Projected future interest payments on long-term debt are based on interest rates in effect as of December 28, 201425, 2016 and assume only scheduled principal payments. Estimated interest expense includes the impact of financing obligations and our variable-to-fixed interest rate swap agreements. As of December 28, 2014,25, 2016, we had a derivative liability of $3.9$6.0 million for the interest rate swap agreements recorded in our Consolidated Balance Sheet.
(5)Purchase obligations include agreements to purchase goods or services that are enforceable, are legally binding and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. We have purchase obligations with various vendors that consist primarily of inventory, advertising, technology and storerestaurant level service contracts.contracts, advertising, marketing and technology.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these accompanying consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We consider an accounting estimate to be critical if it requires assumptions to be made and changes in these assumptions could have a material impact on our consolidated financial condition or results of operations.

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



Impairment or Disposal of Long-Lived Assets

- 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

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


lowest level of identifiable cash flows independent of other assets. For long-lived assets deployed at our restaurants, we review for impairment at the individual restaurant level.

When evaluating for impairment, the total future undiscounted cash flows expected to be generated by the assetassets are compared to the carrying amount. If the total future undiscounted cash flows expected to be generated by the assets are less than the carrying amount, this may be an indicator of impairment. 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. The key estimates and assumptions used in this model are future cash flow estimates, with material changes generally driven by changes in expected use, and the discount rate.

If actual results are not consistent with our estimates and assumptions used in estimating future cash flows and asset fair values, we may be exposed to losses that could be material. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses.

Goodwill and Indefinite-Lived Intangible Assets

- Goodwill and indefinite-lived intangible assets are tested for impairment annually in the second fiscal quarter, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

We may elect to perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. In considering the qualitative approach, we evaluate factors including, but not limited to, macro-economic conditions, market and industry conditions, commodity cost fluctuations, competitive environment, share price performance, results of prior impairment tests, operational stability and the overall financial performance of the reporting units.

If the qualitative assessment is not performed or if we determine 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. Fair value of a reporting unit is the price a willing buyer would pay for the reporting unit and is estimated using a discounted cash flow model. The key estimates and assumptions used in this model are future cash flow estimates, which are heavily influenced by growth rates, and the discount rate. The fair value of the trade name is determined through a relief from royalty method.

The carrying value of the reporting unit is compared to its estimated fair value, with any excess of carrying value over fair value deemed to be an indicator of potential impairment, in which case a second step is performed comparing the recorded amount of goodwill or indefinite-lived intangible assets to the implied fair value.

The carrying value of goodwill as of December 25, 2016 was $310.1 million, which related to our U.S. and International reporting units. We performed our annual impairment test in the second quarter of 20142016 utilizing the qualitative assessment and determined that none of our reporting units with remaining goodwill were at risk for goodwill impairment.
 
Sales declines at our restaurants, unplanned increases in health insurance, commodity or labor costs, deterioration in overall economic conditions and challenges in the restaurant industry may result in future impairment charges. It is possible that changes in circumstances or changes in our judgments, assumptions and estimates could result in an impairment charge of a portion or all of our goodwill or other intangible assets.


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONSInsurance Reserves - Continued


Insurance Reserves

We self-insurecarry insurance programs with specific retention levels or maintain high per-claim deductibles for a significant portion of expected losses under our workers’ compensation, general liability/liquor liability, health, property and management liability insurance programs. For some programs, we maintain stop-loss coverage to limit the exposure relating to certain risks.

We record a liability for all unresolved claims and for an estimate of incurred but not reported claims at the anticipated cost to us.that falls below our specified retention levels or per-claim deductible amounts. Our liability for insurance claims was $62.8 million and $61.5 million as of December 25, 2016 and December 27, 2015, respectively. In establishing our reserves, we consider certain actuarial assumptions and judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Reserves recorded for workers’ compensation and general liability/liquor liability claims are discounted using the average of the one-year and five-year risk free rate of monetary assets that have comparable maturities.

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



We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we useused to calculate our self-insuredinsurance claim liabilities. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material. A 50 basis point change in the discount rate in our self-insuredinsurance claim liabilities as of December 28, 2014,25, 2016, would have affected net earnings by $1.0 million in fiscal year 2014.2016.

Stock-Based Compensation

- We have a stock-based compensation plan that permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards to our management and other key employees. We account for our stock-based employee compensation using a fair value-based method of accounting.

We use the Black-Scholes option pricing model to estimate the weighted-average grant date fair value of stock options granted. Expected volatilities are based on historical volatilities of our stock and the stock of comparable peer companies. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The simplified method of estimating expected term is used since we do not have significant historical exercise experience for our stock options. Dividend yield is the level of dividends expected to be paid on our common stock over the expected term of our options. The risk-free rate for periods within the contractualexpected life of the option is based on the U.S. Treasury yield curve in effect as of the grant date.

Our performance-based share units (“PSUs”) require assumptions regarding the likelihood of achieving certain Company performance criteria set forth in the award agreements. Assumptions used in our assessment are consistent with our internal forecasts and operating plans and assume achievement of performance conditions.

Estimates and assumptions are based upon information currently available, including historical experience and current business and economic conditions. A simultaneous 10% change in our volatility, forfeiture rate, weighted-average risk-free interest rate, dividend rate and term of grant in our stock option pricing model for fiscal year 20142016 would have affected net income by $0.4$0.5 million.

If we assumed that the PSU performance conditions for stock-based awards were not met, stock-based compensation expense would have decreased by $0.9$1.4 million for fiscal year 2014.2016. If we assumed that PSU share awards met their maximum threshold, expense would have increased by $3.5$3.4 million for fiscal year 2014.2016.

Income Taxes

- Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the tax rates, based on certain judgments regarding enacted tax laws and published guidance, in effect in the years in which we expect those temporary differences to reverse. As of December 25, 2016, tax loss carryforwards and credit carryforwards that do not have a valuation allowance are expected to be recoverable within the applicable statutory expiration periods. A valuation allowance is established against the deferred tax assets when it is more likely than not that some portion or all of the deferred taxes may not be realized. Changes in

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


assumptions regarding our level and composition of earnings, tax laws or the deferred tax valuation allowance and the results of tax audits, may materially impact the effective income tax rate.

Our income tax returns, like those of most companies, are periodically audited by U.S. and foreign tax authorities. In determining taxable income, income or loss before taxes is adjusted for differences between local tax laws and generally accepted accounting principles. A tax benefit from an uncertain position is recognized only if it is more likely than not that the position is sustainable based on its technical merits. For uncertain tax positions that do not meet this threshold, we recognize a liability. The liability for unrecognized tax benefits requires significant management judgment regarding exposures about our various tax positions. These assumptions and probabilities are periodically reviewed and updated based upon new information. An unfavorable tax settlement generally requires the use of cash and an increase in the amount of income tax expense we recognize.

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



Revenue Recognition - The following accounting estimates relating to revenue recognition contain uncertainty because they require management to make assumptions and to apply judgment regarding the effects of future events:

Gift Card Breakage – We sell gift cards to customers in our restaurants, through our websites and through select third parties. A liability is initially established for the value of the gift card when sold. We recognize revenue from gift cards when the card is redeemed by the customer. We recognize gift card breakage revenue for gift cards when the likelihood of redemption by the customer is remote, which we have determined are those gift cards issued on or before three years prior to the balance sheet date. For fiscal year 2017, we do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to record breakage.

Upon the adoption of ASU No. 2014-09 “Revenue Recognition (Topic 606), Revenue from Contracts with Customers”, the Company expects to recognize breakage proportional to actual gift card redemptions. See Note 2 - Summary of Significant Accounting Policies of our Notes to Consolidated Financial Statements in Part II, Item 8 for further information.

Recently Issued Financial Accounting Standards

For a description of recently issued Financial Accounting Standards that we adopted in 20142016 and that are applicable to us but have not yet been adopted, see Note 2 - Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements of this Report.


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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in interest rates on debt, changes in foreign currency exchange rates and changes in commodity prices.

Interest Rate Risk

We are exposed to market risk from fluctuations in interest rates, which could affect our consolidated balance sheet, earnings and cash flows. Stockholders’ equity can be adversely affected by changing interest rates, as after-tax changes in the fair value of interest rate swaps designated as cash flow hedges are reflected as increases and decreases to a component of stockholders’ equity.

We manage our exposure to market risk through regular operating and financing activities and when deemed appropriate, through the use of derivative financial instruments. We use derivative financial instruments as risk management tools and not for speculative purposes. See Note 1615 - Derivative Instruments and Hedging Activities of the Notes to Consolidated Financial Statements for further information.

As of December 28, 2014,25, 2016, our interest rate risk was primarily from variable interest rate changes on our Senior Secured Credit Facility and a portion of our 2012 CMBS Loan.Facility. To manage the risk of fluctuations in variable interest rate debt, we entered into interest rate swaps for an aggregate notional amount of $400.0 million in September 2014 with a forward start date of June 30, 2015. We also use an interest rate cap to limit the volatility2015, and a maturity date of the floating rate component of a portion of the 2012 CMBS Loan.May 16, 2019.

We utilize valuation models to estimate the effects of changing interest rates. The following table summarizes the changes to fair value and interest expense under a shock scenario. This analysis assumes that interest rates change suddenly, as an interest rate “shock” and continue to increase or decrease at a consistent level above or below the LIBOR curve.

DECEMBER 28, 2014DECEMBER 25, 2016
(in thousands)INCREASE (1) DECREASE (2)
(dollars in thousands)INCREASE (1) DECREASE
Change in fair value:      
Interest rate swap$10,700
 $(20,214)$2,797
 $(15,583)
      
Change in annual interest expense (3):   
Change in annual interest expense (2):   
Variable rate debt$5,055
 $(1,334)$6,203
 $(5,740)
________________
(1)The potential change from a hypothetical 100 basis point increase in short-term interest rates.
(2)The potential change from a hypothetical basis point decrease in short-term interest rates based on the LIBOR curve with a floor of zero. The curve ranges from our current interest rate of 1679 basis points to 71121 basis points.
(3)Excludes the floating rate component of the 2012 CMBS Loan.


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Foreign Currency Exchange Rate Risk

We are subject to foreign currency exchange risk for our restaurants operating in foreign countries. Our exposuresexposure to foreign currency exchange risk areis primarily related to fluctuations in the South Korea Yen and the Brazil Real relative to the U.S. dollar. Our operations in other markets consist of Company-owned restaurants on a smaller scale than the markets identified above and franchised locations, from which we collect royalties in local currency.Brazil. If foreign currency exchange rates depreciate in the countries in which we operate, we may experience declines in our operating results. Historically, we have chosen not to hedge

For fiscal year 2016, 10.7% of our revenue was generated in foreign currency risks related to our foreign currency denominated earnings through the use of financial instruments.currencies. A 10% change in average foreign currency rates against the U.S. dollar during fiscal year 2014 would have increased or decreased our Total revenues and Net income for our consolidated foreign entities by $117.9$35.4 million and $2.6$0.8 million, respectively.respectively, for fiscal year 2016.

Commodity Pricing Risk

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Many of the ingredients used in the products sold in our restaurants are commodities that are subject to unpredictable price volatility. Although we attempt to minimize the effect of price volatility by negotiating fixed price contracts for the supply of key ingredients, there are no established fixed price markets for certain commodities such as produce and wild fish, and we are subject to prevailing market conditions when purchasing those types of commodities. Other commodities are purchased based upon negotiated price ranges established with vendors with reference to the fluctuating market prices. The related agreements may contain contractual features that limit the price paid by establishing certain price floors and caps. Extreme changes in commodity prices or long-term changes could affect our financial results adversely. We expect that in most cases increased commodity prices could be passed through to our consumerscustomers through increases in menu prices. However, if there is a time lag between the increasing commodity prices and our ability to increase menu prices, or if we believe the commodity price increase to be short in duration and we choose not to pass on the cost increases, our short-term financial results could be negatively affected. Additionally, from time to time, competitive circumstances could limit menu price flexibility, and in those cases margins would be negatively impacted by increased commodity prices.

Our restaurants are dependent upon energy to operate and are impacted by changes in energy prices, including natural gas. We utilize derivative instruments to mitigate some of our overall exposure to material increases in natural gas prices. We record mark-to-market changes in the fair value of our natural gas derivative instruments in earnings in the period of change. We incurred a $0.6gains of $0.1 million loss and losses of $0.5 million and $0.6 million as a result of changes in the fair value of the commodity derivative instruments during fiscal yearyears 2016, 2015, and 2014. At , respectively. As of December 28, 2014,25, 2016 and December 27, 2015, the fair value of the derivative instruments was $0.6$0.2 million. Changes and $0.6 million, respectively, in the fair value of the commodity derivative instruments and any gains or losses were nominal for fiscal years 2013 and 2012.a liability position.

In addition to the market risks identified above, we are subject to business risk as our U.S. beef supply is highly dependent upon a limited number of vendors. If these vendors were unable to fulfill their obligations under their contracts, we could encounter supply shortages and incur higher costs to secure adequate supplies. See Note 1918 - Commitments and Contingencies of the Notes to Consolidated Financial Statements for further details.

This market risk discussion contains forward-looking statements. Actual results may differ materially from the discussion based upon general market conditions and changes in domesticU.S. and global financial markets.


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Item 8. Financial Statements and Supplementary Data


INDEX TO FINANCIAL INFORMATION

 PAGE NO.
  
62
  
63
  
65
  
66
  
68
  
70


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Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) issued an updated version of its Internal Control—Integrated Framework (“2013 Framework”). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial and Administrative Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 25, 2016 using the 2013 Framework. Based upon our evaluation, management concluded that our internal control over financial reporting was effective as of December 25, 2016.

The effectiveness of our internal control over financial reporting as of December 25, 2016 has been audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, as stated in their report which is included herein.











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Report of Independent Registered Certified Public Accounting Firm

To the Board of Directors and Stockholders of
Bloomin’ Brands, Inc.

In our opinion, the accompanying consolidated financialbalance sheets and the related consolidated statements listedof operations and comprehensive income, of changes in the index appearing under Item 15(a)(1)stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Bloomin’ Brands, Inc. and its subsidiaries at December 28, 201425, 2016 and December 31, 2013,27, 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 28, 201425, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2014,25, 2016, based on criteria established in Internal Control - Integrated Framework (2013)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’sCompany's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’sthe accompanying Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A.Reporting. Our responsibility is to express opinions on these financial statements and on the Company’sCompany's internal control over financial reporting based on our audits (which was an integrated audit in 2013).audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


/s/ PricewaterhouseCoopers LLP
Tampa, Florida
PricewaterhouseCoopers LLPFebruary 22, 2017
Tampa, FL
February 24, 2015

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BLOOMIN’ BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
 DECEMBER 28, DECEMBER 31,
 2014 2013
ASSETS   
Current Assets   
Cash and cash equivalents$165,744
 $209,871
Current portion of restricted cash and cash equivalents6,829
 3,364
Inventories80,817
 80,613
Deferred income tax assets123,866
 70,802
Assets held for sale16,667
 1,034
Other current assets, net206,628
 117,712
Total current assets600,551
 483,396
Restricted cash25,451
 25,055
Property, fixtures and equipment, net1,629,311
 1,633,263
Goodwill341,540
 352,118
Intangible assets, net585,432
 617,133
Deferred income tax assets6,038
 2,392
Other assets, net155,963
 165,119
Total assets$3,344,286
 $3,278,476
    
 (CONTINUED...) 

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BLOOMIN’ BRANDS, INC.

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
DECEMBER 28, DECEMBER 31,
2014 2013DECEMBER 25,
2016
 DECEMBER 27,
2015
ASSETS   
Current Assets   
Cash and cash equivalents$127,176
 $132,337
Current portion of restricted cash and cash equivalents7,886
 6,772
Inventories65,231
 80,704
Other current assets, net190,226
 198,831
Total current assets390,519
 418,644
Restricted cash1,124
 16,265
Property, fixtures and equipment, net1,237,148
 1,594,460
Goodwill310,055
 300,861
Intangible assets, net535,523
 546,837
Deferred income tax assets38,764
 7,631
Other assets, net129,146
 147,871
Total assets$2,642,279
 $3,032,569
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY      
Current Liabilities      
Accounts payable$191,207
 $164,619
$195,371
 $193,116
Accrued and other current liabilities237,844
 197,114
204,415
 206,611
Current portion of partner deposits and accrued partner obligations8,399
 12,548
Unearned revenue376,696
 359,443
388,543
 382,586
Current portion of long-term debt25,964
 13,546
Current portion of long-term debt, net35,079
 31,853
Total current liabilities840,110
 747,270
823,408
 814,166
Partner deposits and accrued partner obligations69,766
 78,116
Deferred rent121,819
 105,963
151,130
 139,758
Deferred income tax liabilities181,125
 150,051
16,709
 53,546
Long-term debt, net1,289,879
 1,405,597
1,054,406
 1,285,011
Deferred gain on sale-leaseback transactions, net181,696
 33,154
Other long-term liabilities, net260,405
 286,786
219,030
 261,508
Total liabilities2,763,104
 2,773,783
2,446,379
 2,587,143
Commitments and contingencies (Note 19)
 
Commitments and contingencies (Note 18)
 
Mezzanine Equity      
Redeemable noncontrolling interests24,733
 21,984
547
 23,526
Stockholders’ Equity      
Bloomin’ Brands Stockholders’ Equity      
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of December 28, 2014 and December 31, 2013
 
Common stock, $0.01 par value, 475,000,000 shares authorized; 125,949,870 and 124,784,124 shares issued and outstanding as of December 28, 2014 and December 31, 2013, respectively1,259
 1,248
Preferred stock, $0.01 par value, 25,000,000 shares authorized; no shares issued and outstanding as of December 25, 2016 and December 27, 2015
 
Common stock, $0.01 par value, 475,000,000 shares authorized; 103,922,110 and 119,214,522 shares issued and outstanding as of December 25, 2016 and December 27, 2015, respectively1,039
 1,192
Additional paid-in capital1,085,627
 1,068,705
1,079,583
 1,072,861
Accumulated deficit(474,994) (565,154)(786,780) (518,360)
Accumulated other comprehensive loss(60,542) (26,418)(111,143) (147,367)
Total Bloomin’ Brands stockholders’ equity551,350
 478,381
182,699
 408,326
Noncontrolling interests5,099
 4,328
12,654
 13,574
Total stockholders’ equity556,449
 482,709
195,353
 421,900
Total liabilities, mezzanine equity and stockholders’ equity$3,344,286
 $3,278,476
$2,642,279
 $3,032,569
      
The accompanying notes are an integral part of these consolidated financial statements.


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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)

FISCAL YEARFISCAL YEAR
2014 2013 20122016 2015 2014
Revenues          
Restaurant sales$4,415,783
 $4,089,128
 $3,946,116
$4,226,057
 $4,349,921
 $4,415,783
Other revenues26,928
 40,102
 41,679
Franchise and other revenues26,255
 27,755
 26,928
Total revenues4,442,711
 4,129,230
 3,987,795
4,252,312
 4,377,676
 4,442,711
Costs and expenses          
Cost of sales1,435,359
 1,333,842
 1,281,002
1,354,853
 1,419,689
 1,435,359
Labor and other related1,218,961
 1,157,622
 1,117,624
1,211,250
 1,205,610
 1,218,961
Other restaurant operating1,049,053
 964,279
 918,522
992,157
 1,006,772
 1,049,053
Depreciation and amortization190,911
 164,094
 155,482
193,838
 190,399
 190,911
General and administrative304,382
 268,928
 326,473
267,981
 287,614
 304,382
Provision for impaired assets and restaurant closings52,081
 22,838
 13,005
104,627
 36,667
 52,081
Income from operations of unconsolidated affiliates
 (7,730) (5,450)
Total costs and expenses4,250,747
 3,903,873
 3,806,658
4,124,706
 4,146,751
 4,250,747
Income from operations191,964
 225,357
 181,137
127,606
 230,925
 191,964
Loss on extinguishment and modification of debt(11,092) (14,586) (20,957)
Gain on remeasurement of equity method investment
 36,608
 
Other expense, net(1,244) (246) (128)
Loss on defeasance, extinguishment and modification of debt(26,998) (2,956) (11,092)
Other income (expense), net1,609
 (939) (1,244)
Interest expense, net(59,658) (74,773) (86,642)(45,726) (56,176) (59,658)
Income before provision (benefit) for income taxes119,970
 172,360
 73,410
Provision (benefit) for income taxes24,044
 (42,208) 12,106
Income before provision for income taxes56,491
 170,854
 119,970
Provision for income taxes10,144
 39,294
 24,044
Net income95,926
 214,568
 61,304
46,347
 131,560
 95,926
Less: net income attributable to noncontrolling interests4,836
 6,201
 11,333
4,599
 4,233
 4,836
Net income attributable to Bloomin’ Brands$91,090
 $208,367
 $49,971
$41,748
 $127,327
 $91,090
          
Net income$95,926
 $214,568
 $61,304
$46,347
 $131,560
 $95,926
Other comprehensive income:          
Foreign currency translation adjustment(31,731) (17,597) 7,543
37,075
 (96,194) (31,731)
Reclassification of accumulated foreign currency translation adjustment for previously held equity investment
 5,980
 
Unrealized losses on derivatives, net of tax(2,393) 
 
Unrealized loss on derivatives, net of tax(1,250) (6,033) (2,393)
Reclassification of adjustment for loss on derivatives included in Net income, net of tax3,807
 2,235
 
Comprehensive income61,802
 202,951
 68,847
85,979
 31,568
 61,802
Less: comprehensive income attributable to noncontrolling interests4,836
 6,201
 11,333
Less: comprehensive income (loss) attributable to noncontrolling interests8,008
 (8,934) 4,836
Comprehensive income attributable to Bloomin’ Brands$56,966
 $196,750
 $57,514
$77,971
 $40,502
 $56,966
          
Earnings per share:          
Basic$0.73
 $1.69
 $0.45
$0.37
 $1.04
 $0.73
Diluted$0.71
 $1.63
 $0.44
$0.37
 $1.01
 $0.71
Weighted average common shares outstanding:          
Basic125,139
 122,972
 111,999
111,381
 122,352
 125,139
Diluted128,317
 128,074
 114,821
114,311
 125,585
 128,317
     
Cash dividends declared per common share$0.28
 $0.24
 $

The accompanying notes are an integral part of these consolidated financial statements.


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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS)THOUSANDS, EXCEPT PER SHARE DATA)

 BLOOMIN’ BRANDS    
 COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL
 ACCUM- ULATED
DEFICIT
 ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
 NON-
CONTROLLING
INTERESTS
 TOTAL
 SHARES AMOUNT     
Balance, December 31, 2011106,573
 $1,066
 $874,753
 $(822,625) $(22,344) $9,447
 $40,297
Net income
 
 
 49,971
 
 11,333
 61,304
Other comprehensive income, net of tax
 
 
 
 7,543
 
 7,543
Issuance of common stock in connection with initial public offering14,197
 142
 142,100
 
 
 
 142,242
Stock-based compensation
 
 21,671
 
 
 
 21,671
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes378
 3
 1,061
 (431) 
 
 633
Issuance of notes receivable due from stockholders
 
 (587) 
 
 
 (587)
Repayments of notes receivable due from stockholders
 
 1,661
 
 
 
 1,661
Purchase of limited partnership and joint venture interests
 
 (39,696) 
 
 (886) (40,582)
Distributions to noncontrolling interests
 
 
 
 
 (13,977) (13,977)
Balance, December 31, 2012121,148
 $1,211
 $1,000,963
 $(773,085) $(14,801) $5,917
 $220,205
              
           (CONTINUED...) 
              
 BLOOMIN’ BRANDS    
 COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL
 ACCUM-ULATED
DEFICIT
 ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
 NON-
CONTROLLING
INTERESTS
 TOTAL
 SHARES AMOUNT     
Balance, December 31, 2013124,784
 $1,248
 $1,068,705
 $(565,154) $(26,418) $4,328
 $482,709
Net income
 
 
 91,090
 
 4,161
 95,251
Other comprehensive loss, net of tax
 
 
 
 (34,124) 
 (34,124)
Stock-based compensation
 
 17,420
 
 
 
 17,420
Excess tax benefit on stock-based compensation
 
 2,732
 
 
 
 2,732
Common stock issued under stock plans (1)1,166
 11
 9,059
 (930) 
 
 8,140
Purchase of limited partnership interests, net of tax of $6,785
 
 (11,662) 
 
 1,236
 (10,426)
Transfer to redeemable noncontrolling interest
 
 (627) 
 
 
 (627)
Distributions to noncontrolling interests
 
 
 
 
 (5,062) (5,062)
Contributions from noncontrolling interests
 
 
 
 
 436
 436
Balance, December 28, 2014125,950
 $1,259
 $1,085,627
 $(474,994) $(60,542) $5,099
 $556,449
Net income
 
 
 127,327
 
 3,228
 130,555
Other comprehensive (loss) income, net of tax
 
 
 
 (86,825) 9
 (86,816)
Cash dividends declared, $0.24 per common share
 
 (29,332) 
 
 
 (29,332)
Repurchase and retirement of common stock(7,645) (76) 
 (169,923) 
 
 (169,999)
Stock-based compensation
 

 21,672
 
 
 
 21,672
Excess tax benefit from stock-based compensation
 
 733
 
 
 
 733
Common stock issued under stock plans (1)910
 9
 6,015
 (770) 
 
 5,254
Purchase of noncontrolling interests
 
 (306) 
 
 
 (306)
Change in the redemption value of redeemable interests
 
 (11,548) 
 
 
 (11,548)
Distributions to noncontrolling interests
 
 
 
 
 (4,761) (4,761)
Contributions from noncontrolling interests
 
 
 
 
 3,635
 3,635
Conversion of accrued partner obligations to noncontrolling interests
 
 
 
 
 6,364
 6,364
Balance, December 27, 2015119,215
 $1,192
 $1,072,861
 $(518,360) $(147,367) $13,574
 $421,900
              
           (CONTINUED...) 
              

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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(IN THOUSANDS)THOUSANDS, EXCEPT PER SHARE DATA)

 BLOOMIN’ BRANDS    
 COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL
 ACCUM- ULATED
DEFICIT
 ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
 NON-
CONTROLLING
INTERESTS
 TOTAL
 SHARES AMOUNT     
Balance, December 31, 2012121,148
 $1,211
 $1,000,963
 $(773,085) $(14,801) $5,917
 $220,205
Net income
 
 
 208,367
 
 6,470
 214,837
Other comprehensive loss, net of tax
 
 
 
 (11,617) 
 (11,617)
Release of valuation allowance related to purchases of limited partnerships and joint venture interests
 
 15,669
 
 
 
 15,669
Stock-based compensation
 

 14,185
 
 
 
 14,185
Excess tax benefit on stock-based compensation
 
 4,363
 
 
 
 4,363
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes3,636
 37
 27,696
 (436) 
 
 27,297
Repayments of notes receivable due from stockholders
 
 5,829
 
 
 
 5,829
Distributions to noncontrolling interests
 
 
 
 
 (8,059) (8,059)
Balance, December 31, 2013124,784
 $1,248
 $1,068,705
 $(565,154) $(26,418) $4,328
 $482,709
Net income
 
 
 91,090
 
 4,161
 95,251
Other comprehensive loss, net of tax
 
 
 
 (34,124) 
 (34,124)
Stock-based compensation
 
 17,420
 
 
 
 17,420
Excess tax benefit on stock-based compensation
 
 2,732
 
 
 
 2,732
Common stock issued under stock plans, net of forfeitures and shares withheld for employee taxes1,166
 11
 9,059
 (930) 
 
 8,140
Purchase of limited partnership interests, net of tax of $6,785
 
 (11,662) 
 
 1,236
 (10,426)
Transfer to redeemable noncontrolling interest
 
 (627) 
 
 
 (627)
Distributions to noncontrolling interests
 
 
 
 
 (4,626) (4,626)
Balance, December 28, 2014125,950
 $1,259
 $1,085,627
 $(474,994) $(60,542) $5,099
 $556,449
 BLOOMIN’ BRANDS    
 COMMON STOCK ADDITIONAL
PAID-IN
CAPITAL
 ACCUM-ULATED
DEFICIT
 ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
 NON-
CONTROLLING
INTERESTS
 TOTAL
 SHARES AMOUNT     
Balance, December 27, 2015119,215
 $1,192
 $1,072,861
 $(518,360) $(147,367) $13,574
 $421,900
Net income
 
 
 41,748
 
 3,622
 45,370
Other comprehensive income (loss), net of tax
 
 
 
 36,224
 (43) 36,181
Cash dividends declared, $0.28 per common share
 
 (31,379) 
 
 
 (31,379)
Repurchase and retirement of common stock(16,647) (166) 
 (309,721) 
 
 (309,887)
Stock-based compensation
 
 23,539
 
 
 
 23,539
Excess tax benefit from stock-based compensation
 
 454
 
 
 
 454
Common stock issued under stock plans (1)1,354
 13
 6,831
 (447) 
 
 6,397
Purchase of noncontrolling interests, net of tax of $1,504
 
 9,301
 
 
 581
 9,882
Change in the redemption value of redeemable interests
 
 (2,024) 
 
 
 (2,024)
Distributions to noncontrolling interests
 
 
 
 
 (5,818) (5,818)
Contributions from noncontrolling interests
 
 
 
 
 738
 738
Balance, December 25, 2016103,922
 $1,039
 $1,079,583
 $(786,780) $(111,143) $12,654
 $195,353
________________
(1)Net of forfeitures and shares withheld for employee taxes.

The accompanying notes are an integral part of these consolidated financial statements.

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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

 FISCAL YEAR
 2014 2013 2012
Cash flows provided by operating activities:     
Net income$95,926
 $214,568
 $61,304
Adjustments to reconcile net income to cash provided by operating activities:     
Depreciation and amortization190,911
 164,094
 155,482
Amortization of deferred financing fees3,116
 3,574
 8,222
Amortization of capitalized gift card sales commissions27,509
 23,826
 21,136
Provision for impaired assets and restaurant closings52,081
 22,838
 13,005
Accretion on debt discounts2,078
 2,451
 880
Stock-based and other non-cash compensation expense19,689
 21,589
 44,778
Income from operations of unconsolidated affiliates
 (7,730) (5,450)
Deferred income tax benefit(13,623) (83,603) (7,442)
Loss on disposal of property, fixtures and equipment3,608
 1,441
 2,141
Gain on life insurance and restricted cash investments(2,213) (5,284) (5,150)
Loss on extinguishment and modification of debt11,092
 14,586
 20,957
Gain on remeasurement of equity method investment
 (36,608) 
Loss (gain) on disposal of business or subsidiary770
 
 (3,500)
Recognition of deferred gain on sale-leaseback transaction(2,140) (2,135) (1,610)
Excess tax benefits from stock-based compensation(2,732) (4,363) 
Change in assets and liabilities:     
(Increase) decrease in inventories(3,126) 3,768
 (8,577)
Increase in other current assets(116,828) (28,336) (13,746)
Decrease (increase) in other assets9,459
 (259) 4,034
Increase in accounts payable and accrued and other current liabilities32,182
 10,192
 4,687
Increase in deferred rent18,746
 20,618
 17,064
Increase in unearned revenue21,030
 29,634
 29,621
Increase in other long-term liabilities4,471
 12,403
 2,255
Net cash provided by operating activities352,006
 377,264
 340,091
Cash flows (used in) provided by investing activities:     
Purchases of life insurance policies(1,682) (4,159) (6,451)
Proceeds from sale of life insurance policies627
 1,239
 
Proceeds from disposal of property, fixtures and equipment5,745
 3,223
 4,529
Proceeds from sale-leaseback transaction
 
 192,886
Acquisition of business, net of cash acquired(3,063) (100,319) 
Proceeds from sale of a business
 
 3,500
Capital expenditures(237,868) (237,214) (178,720)
Decrease in restricted cash26,075
 29,210
 84,270
Increase in restricted cash(30,176) (38,117) (80,070)
Net cash (used in) provided by investing activities$(240,342) $(346,137) $19,944
      
   (CONTINUED...) 
 FISCAL YEAR
 2016 2015 2014
Cash flows provided by operating activities:     
Net income$46,347
 $131,560
 $95,926
Adjustments to reconcile net income to cash provided by operating activities:     
Depreciation and amortization193,838
 190,399
 190,911
Amortization of deferred discounts and issuance costs7,857
 4,722
 5,194
Amortization of deferred gift card sales commissions28,045
 28,205
 27,509
Provision for impaired assets and restaurant closings104,627
 36,667
 52,081
Stock-based and other non-cash compensation expense21,522
 22,725
 19,689
Deferred income tax (benefit) expense(75,349) 3,996
 (13,623)
Loss on defeasance, extinguishment and modification of debt26,998
 2,956
 11,092
(Gain) loss on sale of subsidiary or business(1,633) 1,182
 770
Recognition of deferred gain on sale-leaseback transactions(5,981) (2,121) (2,140)
Excess tax benefit from stock-based compensation(2,252) (733) (2,732)
Other non-cash items, net824
 38
 1,395
Change in assets and liabilities:     
Decrease (increase) in inventories15,053
 (3,831) (3,126)
Increase in other current assets(22,778) (43,727) (116,828)
Decrease in other assets5,752
 16,969
 9,459
(Decrease) increase in accounts payable and accrued and other current liabilities(8,222) (9,141) 32,182
Increase in deferred rent12,426
 17,983
 18,746
Increase in unearned revenue7,812
 6,106
 21,030
(Decrease) increase in other long-term liabilities(14,305) (6,525) 4,471
Net cash provided by operating activities340,581
 397,430
 352,006
Cash flows provided by (used in) investing activities:     
Proceeds from disposal of property, fixtures and equipment1,726
 5,420
 5,745
Proceeds from sale-leaseback transactions, net530,684
 
 
Acquisition of business, net of cash acquired
 
 (3,063)
Proceeds from sale of a business, net of cash divested28,635
 7,798
 
Capital expenditures(260,578) (210,263) (237,868)
Decrease in restricted cash45,479
 54,782
 26,075
Increase in restricted cash(31,446) (47,830) (30,176)
Other investments, net(5,219) 9,450
 (1,055)
Net cash provided by (used in) investing activities$309,281
 $(180,643) $(240,342)
      
   (CONTINUED...) 
      

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BLOOMIN’ BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FISCAL YEARFISCAL YEAR
2014 2013 20122016 2015 2014
Cash flows used in financing activities:          
Proceeds from issuance of senior secured debt$297,088
 $
 $990,000
Extinguishment and modification of senior secured term loan(700,000) 
 (1,004,575)
Proceeds from issuance of 2012 CMBS Loan
 
 495,186
Proceeds from issuance of long-term debt, net$364,211
 $149,250
 $292,596
Defeasance, extinguishment and modification of debt(478,906) (215,000) (700,000)
Repayments of long-term debt(31,873) (80,805) (46,868)(355,616) (43,076) (31,873)
Extinguishment of CMBS loan
 
 (777,563)
Extinguishment of senior notes
 
 (254,660)
Proceeds from borrowings on revolving credit facilities519,000
 100,000
 111,000
Proceeds from borrowings on revolving credit facilities, net729,500
 564,040
 519,000
Repayments of borrowings on revolving credit facilities(194,000) (100,000) (144,000)(539,500) (458,300) (194,000)
Financing fees(4,492) (12,519) (18,983)
Proceeds from the issuance of common stock in connection with initial public offering
 
 142,242
Proceeds from the exercise of stock options9,540
 27,786
 884
Proceeds from failed sale-leaseback transactions, net18,246
 
 
Proceeds from the exercise of share-based compensation6,843
 6,024
 9,070
Distributions to noncontrolling interests(3,190) (8,059) (13,977)(5,818) (4,761) (5,062)
Purchase of limited partnership interests(17,211) 
 (40,582)
Contributions from noncontrolling interests738
 3,635
 1,872
Purchase of limited partnership and noncontrolling interests(39,476) (890) (17,211)
Repayments of partner deposits and accrued partner obligations(24,925) (23,286) (25,397)(18,739) (42,555) (24,925)
Issuance of notes receivable due from stockholders
 
 (587)
Repayments of notes receivable due from stockholders
 5,829
 1,661
Repurchase of common stock(930) (436) 
(310,334) (170,769) (930)
Excess tax benefits from stock-based compensation2,732
 4,363
 
Tax withholding on performance-based share units(470) 
 
Excess tax benefit from stock-based compensation2,252
 733
 2,732
Cash dividends paid on common stock(31,379) (29,332) 
Net cash used in financing activities(148,731) (87,127) (586,219)(657,978) (241,001) (148,731)
Effect of exchange rate changes on cash and cash equivalents(7,060) 4,181
 5,790
2,955
 (9,193) (7,060)
Net decrease in cash and cash equivalents(44,127) (51,819) (220,394)(5,161) (33,407) (44,127)
Cash and cash equivalents as of the beginning of the period209,871
 261,690
 482,084
132,337
 165,744
 209,871
Cash and cash equivalents as of the end of the period$165,744
 $209,871
 $261,690
$127,176
 $132,337
 $165,744
Supplemental disclosures of cash flow information:          
Cash paid for interest$57,241
 $71,397
 $78,216
$41,645
 $53,971
 $57,241
Cash paid for income taxes, net of refunds56,216
 33,673
 24,276
88,823
 31,552
 56,216
Supplemental disclosures of non-cash investing and financing activities:          
Purchase of noncontrolling interest included in accrued and other current liabilities$1,414
 $
 $
Change in acquisition of property, fixtures and equipment included in accounts payable or capital lease liabilities9,610
 3,396
 (1,669)
Deferred tax effect of purchase of noncontrolling interests1,504
 
 6,785
Conversion of accrued partner obligations to noncontrolling interests
 6,364
 
Conversion of partner deposits and accrued partner obligations to notes payable$503
 $1,875
 $6,434

 
 503
Change in acquisition of property, fixtures and equipment included in accounts payable or capital lease liabilities(1,669) 3,050
 8,006
Release of valuation allowance through additional paid-in capital related to purchases of limited partnerships and joint venture interests
 15,669
 
Deferred tax effect of purchase of noncontrolling interests6,785
 
 

 The accompanying notes are an integral part of these consolidated financial statements.

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1.           Description of Business

Bloomin’ Brands, Inc. (“Bloomin’ Brands” or the “Company”) was formed by an investor group comprising funds advised by Bain Capital Partners, LLC (“Bain Capital”), Catterton Management Company, LLC (“Catterton”), Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon (the “Founders”) and certain members of management. On June 14, 2007, Bloomin’ Brands acquired OSI Restaurant Partners, Inc. by means of a merger and related transactions (the “Merger”). At the timeis one of the Merger, OSI Restaurant Partners, Inc. was converted intolargest casual dining restaurant companies in the world, with a Delaware limited liability company namedportfolio of leading, differentiated restaurant concepts. OSI Restaurant Partners, LLC (“OSI”). In connection with the Merger, Bloomin’ Brands implemented a new ownership and financing arrangement for some of its restaurant properties, pursuant to which Private Restaurant Properties, LLC, a wholly-owned subsidiary of Bloomin’ Brands, acquired 343 restaurant properties from OSI and leased them back to subsidiaries of OSI. OSI remains is the Company’s primary operating entity and New Private Restaurant Properties, LLC (“PRP”), another indirect wholly-owned subsidiary of the Company, continues to leaseleases certain of the Company-owned restaurant properties to OSI’s subsidiaries. On August 13, 2012, the Company completed an initial public offering (the “IPO”) of its common stock.

The Company owns and operates casual, upscale casual and fine dining restaurants primarily in the United States.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. In January 2015, the Company sold its Roy’s concept.

2.           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. In December 2016, the Company made payments of $24.8 million to purchase the remaining interests in its Outback Steakhouse operations in Brazil. As these payments were material to the Company’s Consolidated Balance Sheet and Consolidated Statement of Cash Flows, the cash payments and acquisition of the redeemable noncontrolling interest were recognized as of December 25, 2016. See Note 13 - Redeemable Noncontrolling Interests for further information.

As of November 30, 2016 and December 25, 2016, the Brazil Real to U.S. dollar foreign exchange rate was 3.39 and 3.27, respectively. There were no other intervening events that would materially affect the Company’s consolidated financial position, results of operations or cash flows as of December 28, 2014 and for the fiscal year 2014.ended December 25, 2016.

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

The Company consolidates variable interest entities where it has been determined the Company is the primary beneficiary of those entities’ operations. The Company is a franchisor of 166240 restaurants as of December 28, 2014,25, 2016, but does not possess any ownership interests in its franchisees and generally does not provide financial support to franchisees in its typical franchise relationship.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 generally between 20% and 50% and the Company has the ability to exercise significant influence over the entity are accounted for under the equity method. The Company’s share of earnings or losses accounted for under the equity method are recorded in Income from operations of unconsolidated affiliates in the Consolidated Statements of Operations and Comprehensive Income.

Prior to November 1, 2013, the Company held a 50% ownership interest in PGS Consultoria e Serviços Ltda. (the “Brazil Joint Venture”) through a joint venture arrangement with PGS Participações Ltda (“PGS Par”). Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture resulting in the consolidation of this entity. Prior to the acquisition, the Company accounted for the Brazil Joint Venture under the equity method of accounting (see Note 3 - Acquisitions).

Fiscal Year - On January 3, 2014, the Board of Directors approved a change in the Company’s fiscal year end from a calendar year ending on December 31 to a 52-53 week year ending on the last Sunday in December, effective with

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fiscal year 2014. In a 52 week fiscal year, each of the Company’s quarterly periods comprise 13 weeks. The additional week in a 53 week fiscal year is added to the fourth quarter, making such quarter consist of 14 weeks. The Company made the fiscal year change on a prospective basis and did not adjust operating results for prior periods.

Fiscal year 2014 consisted of the 52 weeks ended December 28, 2014 and fiscal years 2013 and 2012 consisted of the twelve months ended December 31, 2013 and 2012, respectively. Fiscal year 2014 included three less operating days than the comparable prior fiscal year and the Company estimates that the associated impact was a reduction of $46.0 million and $9.2 million of Restaurant sales and Net income attributable to Bloomin’ Brands, respectively.

Use of Estimates - The preparation of the accompanying consolidated financial statements in conformity with generally accepted accounting principles 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 $48.0$50.0 million and $35.160.7 million, as of December 28, 201425, 2016 and December 31, 201327, 2015, respectively, for amounts in transit from credit card companies since settlement is reasonably assured.

Concentrations of Credit and Counterparty Risk - Financial instruments that potentially subject the Company to a concentration of credit risk are vendor and other receivables. Vendor and other receivables consist primarily of amounts

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due from vendor rebates and gift card resellers, respectively. The Company considers the concentration of credit risk for vendor and other receivables to be minimal due to the payment histories and general financial condition of its vendors and gift card resellers. Gift card receivables of $86.0 million and $17.9 million as of December 28, 2014 and December 31, 2013, respectively, were reflected in Other current assets, net in the Company’s Consolidated Balance Sheets.

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 investmentsinvestments. Whenever possible, the Company selects investment grade counterparties and marketable securities.rated money market funds in order mitigate its counterparty risk. At times, cash balances may be in excess of FDIC insurance limits. See Note 16.15 - 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.

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 1Unadjusted quoted market prices in active markets for identical assets or liabilities
Level 2Observable inputs available at measurement date other than quoted prices included in Level 1
Level 3Unobservable inputs that cannot be corroborated by observable market data

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

Restricted Cash - The Company has both current and long-term restricted cash balances consisting of amounts: (i) pledged for payment of the PRP Mortgage loan, (ii) pledged for settlement of deferred compensation plan obligations and (iii) held in escrow for certain indemnifications associated with the Brazil Joint Venture acquisition, (ii) held for fulfillmentsale of certain loan provisions, (iii) restricted for the payment of property taxes and (iv) pledged for settlement of deferred compensation plan obligations.Roy’s.

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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. Improvements to leased properties are depreciated over the shorter of their useful life or the lease term, which includes renewal periods that are reasonably assured. Estimated useful lives by major asset category are generally as follows:
Buildings and building improvements20 to 30 years
Furniture and fixtures5 to 7 years
Equipment2 to 7 years
Leasehold improvements5 to 20 years
Capitalized software3 to 7 years

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 are removed from the Company’s Consolidated Balance Sheets, and any resulting gain or loss is generally recognized in the Other restaurant operating expense line ofexpenses in the Company’s Consolidated Statements of Operations and Other Comprehensive Income.

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. Internal costs of $8.7$7.6 million, $9.1$8.0 million and $2.4$8.7 million were capitalized during fiscal years 2014, 20132016, 2015 and 2012,2014, respectively.

For fiscal years 20142016 and 2013,2015, software development costs of $5.0$7.1 million and $22.7$4.8 million, respectively, were capitalized. As of December 28, 201425, 2016 and December 31, 2013,27, 2015, there were $30.6was $24.4 million and $25.9$27.9 million, respectively, of unamortized software development costs included in Property, fixtures and equipment.equipment in the Company’s Consolidated Balance Sheets.


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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. 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 estimated fair value, with any excess of carrying value over fair value deemed to be an indicator of potential impairment, in which case a second step is performed comparing the recorded amount of goodwill or indefinite-lived intangible assets to the implied fair value.

Definite-lived intangible assets, which consist primarily of trademarks, franchise agreements, reacquired franchise rights, favorable leases, and other long-lived assets, are amortized over their estimated useful lives and are tested for impairment, using the discounted cash flow 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, then the effective portion of the gain or loss on the derivative instrument is recognized in equity as a change

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to Accumulated other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument is immediately recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income.

The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, 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 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 Financing Fees - TheFor fees associated with its revolving credit facility, the Company capitalizesrecords deferred financing fees related to the issuance of debt obligations. obligations in Other assets, net. For fees associated with all other debt obligations, the Company records deferred financing fees in Long-term debt, net.

The Company amortizes deferred financing fees to interest expense over the termsterm of the respective financing arrangements,arrangement, primarily using the effective interest method. The Company amortized deferred financing fees of $7.1 million, $2.9 million and $3.1 million to interest expense for fiscal years 2016, 2015 and 2014, respectively.

Liquor Licenses - The costs of 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. Annual liquor license renewal fees are expensed over the renewal term.

Insurance Reserves - The Company self-insurescarries insurance programs with specific retention levels or maintains high per-claim deductibles for a significant portion of expected losses under its workers’ compensation, general liability/liquor liability,

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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 to the Company.that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers certain actuarial assumptions and judgments regarding economic conditions, the frequency and severity of claims, and claim development history and settlement practices. 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.

Redeemable Noncontrolling Interests - The Company consolidates its Outback Steakhouse subsidiariessubsidiary in Brazil and China, each of which havehas a noncontrolling interestsinterest that areis permitted to deliver subsidiary shares in exchange for cash at a future date. The Company believes that it is probable that the noncontrolling interestsinterest will become redeemable.

The Redeemable noncontrolling interests areinterest is reported at theirits estimated redemption value measured as the greater of estimated fair value at the end of each reporting period or the historical cost basis of the redeemable noncontrolling interest adjusted for cumulative earnings or loss allocations. The resulting increases or decreases to fair value, if applicable, are recognized as adjustments to Retained earnings, or in the absence of Retained earnings, Additional paid-in capital. The estimated fair value of Redeemableredeemable noncontrolling interests are measured quarterly using the income approach, based on a discounted cash flow methodology, with projected cash flows as the significant input. Redeemable noncontrolling interests areinterest is classified in Mezzanine equity in the Company’s Consolidated Balance Sheet.Sheets.

Share Repurchase - Shares repurchased are retired. 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.

Revenue Recognition - The Company records food and beverage revenues, net of discounts, upon sale. Initial and developmental franchise fees are recognized as income once the Company has substantially performed all of its material obligations under the franchise agreement, which is generally upon the opening of the franchised restaurant. Continuing royalties, which are a percentage of net sales of the franchisee, are recognized as income when earned. Franchise-related revenues are included in Other revenues in the Company’s Consolidated Statements of Operations and Comprehensive Income.Income, except for amounts received for national marketing, which are recorded as a reduction of Other restaurant operating expenses.

The Company defers revenue for gift cards, which do not have expiration dates, until redemption by the consumer.customer. Gift cards sold at a discount are recorded as revenue upon redemption of the associated gift cards at an amount net of the related discount. The Company also recognizes gift card breakage revenue for gift cards when the likelihood of redemption by the consumercustomer is remote, which the Company determined are those gift cards issued on or before three years prior to the balance sheet date. The Company recorded breakage revenue of $18.8$26.0 million, $16.3$22.9 million and

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$13.3 $18.8 million for fiscal years 2014, 20132016, 2015 and 2012,2014, respectively. Breakage revenue is recorded as a component of Restaurant sales in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Gift card sales commissions paid to third-party providers are initially capitalized and subsequently recognized as Other restaurant operating expenses upon redemption of the associated gift card. Deferred expenses of $15.6 million and $12.0$16.1 million as of December 28, 201425, 2016 and December 31, 2013,27, 2015, respectively, were reflected in Other current assets, net in the Company’s Consolidated Balance Sheets. Gift card sales that are accompanied by a bonus gift card to be used by the consumercustomer at a future visit result in a separate deferral of a portion of the original gift card sale. Revenue is recorded when the bonus card is redeemed at the estimated fair market value of the bonus card.

The Company maintains a customer loyalty program, Dine Rewards, in the U.S., where customers have the ability to earn a reward after a number of qualified visits. The Company has developed an estimated value of the partial reward earned from each qualified visit based on historical data. The estimated value of the partial reward is recorded as deferred revenue. Each reward has a maximum value and must be redeemed within three months of earning such reward. The revenue associated with the fair value of the qualified visit is recognized upon the earlier of redemption or expiration of the reward. Deferred revenue related to the loyalty program was $4.2 million and $0.8 million as of December 25, 2016 and December 27, 2015, respectively.

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

Operating Leases - 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 assured. The initial lease term includes the “build-out” period of the Company’s leases, which is typically before rent payments are due under the terms of the lease. The difference between rent expense and rent paid is recorded as deferred rent and is included in the Company’s Consolidated Balance Sheets. Payments received from landlords as incentives for leasehold improvements are recorded as deferred rent and are amortized on a straight-line basis over the term of the lease as a reduction of rent expense. Lease termination fees, if any, and future obligated lease payments for closed locations are recorded as an expense in the period incurred. Favorable and unfavorable lease assets and liabilities are amortized on a straight-line basis to rent expense over the remaining lease term.

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

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 Cost of sales or Other restaurant operating expenses when recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income.

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.

Generally, 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 lease obligations as a result of lease termination, less the estimated sublease income that can reasonably be obtained for the property. Any subsequent adjustments to that liability as a result of lease termination or changes in estimates of sublease income are 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.


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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 $191.1$160.8 million, $182.4161.6 million and $170.6191.1 million for fiscal years 20142016, 20132015 and 20122014, respectively, was recorded in Other restaurant operating expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income.

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

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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. R&D primarily consists of payroll and benefit costs. R&D was $5.8$5.2 million, $6.46.5 million and $7.35.8 million for fiscal years 20142016, 20132015 and 20122014, respectively.

Partner Compensation - TheIn additional to salary, the Restaurant Managing Partner of each Company-owned domesticU.S. restaurant and the Chef Partner of each Fleming’s Prime Steakhouse & Wine Bar, as well as Area Operations Directors,Operating Partners, generally receive distributions or paymentsperformance-based bonuses for providing management and supervisory services to their restaurants, certain of which may be based on a percentage of their associated restaurants’ monthly operating results or distributable cash flows.flows (“Monthly Payments”). The expense associated with the monthly paymentsMonthly Payments for Restaurant Managing Partners and Chef Partners is included in Labor and other related expenses, and the expense associated with the monthly paymentsMonthly Payments for Area Operations DirectorsOperating Partners is included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income.

Restaurant Managing Partners and Chef Partners in the U.S. that are eligible to participate in a deferred compensation program receive an unsecured promise of a cash contribution to their account (see Note 65 - Stock-based and Deferred Compensation Plans). OnAlso, on the fifth anniversary of the opening of each new U.S. Company-owned restaurant, the Area Operations DirectorOperating Partner supervising the restaurant during the first five years of operation receives an additional bonus based upon the average annual distributable cash flow of the restaurant.performance-based bonus.

The Company estimates future bonuses and deferred compensation obligations to Restaurant Managing, Chef Partners and ChefArea Operating Partners, using current and historical information on restaurant performance and records the long-term portion of partner obligations in Partner deposits and accrued partner obligationsOther long-term liabilities, net in its Consolidated Balance Sheets. Deferred compensation expenses for Restaurant Managing and Chef partners are included in Labor and other related expenses and bonus expense for Area Operations DirectorsOperating Partners is included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income.

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.

Foreign Currency Translation and Transactions - For all significant 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.

The Company recorded foreign currency exchange transaction losses of $1.3 million, $1.2 millionand $0.7 million for fiscal years 2016, 2015 and 2014, respectively. Foreign currency exchange transaction losses of $0.7 million, $0.2 millionand $0.1 million for fiscal years 2014, 2013 and 2012, respectively, are recorded in Other expense, netGeneral and administrative in the Company’s Consolidated Statements of Operations and Comprehensive Income.


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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 considers future taxable income and ongoing feasible tax planning strategies in assessing the need for a valuation allowance.

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 itsit determines the issue is effectively settled, the statute of limitations expires or when more information becomes available.

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Liabilities for unrecognized tax benefits, including penalties and interest, are recorded in Accrued and other current liabilities and Other long-term liabilities on the Company’s Consolidated Balance Sheets.

Segment Reporting - The Company operates restaurants under brands that have similar economic characteristics, nature of products and services, class of consumer and distribution methods, and the Company believes it meets the criteria for aggregating its operating segments, including its international operations, into a single reporting segment. Revenue in foreign countries and Guam represented 13%, 9%and 8% of the Company’s total revenues for fiscal years 2014, 2013 and 2012, respectively. Long-lived assets, excluding goodwill and intangible assets, located in foreign countries represented 8%, 7% and 3% of the Company’s total long-lived assets as of December 28, 2014, December 31, 2013 and December 31, 2012, respectively.

Reclassifications - The Company reclassified certain items in the accompanying consolidated financial statements for prior periods to be comparable with the classification for fiscal year 2014. These reclassifications had no effect on previously reported net income.

Recently Adopted Financial Accounting Standards - In AprilAugust 2014, the Financial Accounting Standards Board (the “FASB”(“the FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU No. 2014-08”). ASU No. 2014-08 changes the criteria for reporting and revises the definition of discontinued operations while enhancing disclosures in this area. Additional disclosure requirements for discontinued operations and new disclosures for individually material disposal transactions that do not meet the revised definition of a discontinued operation will be applicable. The Company elected to early adopt ASU No. 2014-08 in the third quarter of fiscal 2014. Accordingly, the Roy’s concept was accounted for as a disposal as it did not represent a strategic shift in the Company’s operations. See Note 4 - Impairments, Disposals and Exit Costs regarding the Roy’s disposal.

Recently Issued Financial Accounting Standards Not Yet Adopted - In August 2014, the FASB issued ASU No. 2014-15: “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU No. 2014-15”). ASU No. 2014-15 will explicitly requirerequires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The new standardadoption of ASU No. 2014-15 on December 25, 2016 did not have an impact on the Company’s financial position, results of operations or cash flows.

Recently Issued Financial Accounting Standards Not Yet Adopted - In January 2017, the FASB issued ASU No. 2017-04, “ Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” (“ASU No. 2017-04”).
ASU No. 2017-04 eliminates the second step of goodwill impairment, which requires a hypothetical purchase price allocation. Under ASU No. 2017-14, goodwill impairment will be calculated as the amount a reporting unit’s carrying value exceeds its calculated fair value. ASU No. 2017-04 will be applied prospectively and is applicableeffective for all entitiesthe Company in fiscal year 2020, with early adoption permitted. The Company does not expect the adoption of ASU No. 2017-04 to have a material impact on its Consolidated Financial Statements.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations - Clarifying the Definition of a Business,” (“ASU No. 2017-01”). ASU No. 2017-01 clarifies the definition of a business when evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects various areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU No. 2017-01 is effective for the Company in fiscal year 2018 and is not expected to have an impact on the Company’s Consolidated Financial Statements.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash” (“ASU No. 2016-18”). ASU No. 2016-18 provides guidance on the presentation of restricted cash and restricted cash equivalents, which should now be included with cash and cash equivalents when reconciling the beginning and ending cash amounts shown on the Statements of Cash Flows. ASU No. 2016-18 will be effective for the Company in fiscal year 2016.2018, with early adoption permitted. Other than the change in presentation of restricted cash within the Statement of Cash Flows, the adoption of ASU No. 2016-18 is not expected to have an impact on the Company’s Consolidated Financial Statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU No. 2016-15”), which provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. ASU No. 2016-15 will be effective for the Company in fiscal year 2018, and early adoption is permitted. The Company does not expect ASU No. 2014-152016-15 to have a material impact.impact on its Consolidated Financial Statements.

In March 2016, the FASB issued ASU 2016-09: “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU No. 2016-09”). ASU No. 2016-09 simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements and classification on the statement of cash flows. ASU No. 2016-09 will be effective for the Company in fiscal year 2017.

Currently, the Company recognizes excess tax benefits for stock compensation in the Statement of Stockholder’s Equity when the benefits are realized (on a with and without basis). Upon adoption of ASU No. 2016-09, excess tax benefits related to stock compensation will be recorded through the Statement of Operations and Comprehensive Income. Excess tax benefits of approximately $14.0 million to $15.0 million will be recorded as a cumulative effect adjustment to equity in fiscal year 2017.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


The impact of adopting ASU No. 2016-09 will depend on the difference between the market price of the Company’s stock between the grant dates and subsequent vesting dates of share-based awards, and this impact could be positive or negative depending on how the Company’s stock price fluctuates.

In February 2016, the FASB issued ASU No. 2016-02: “Leases (Topic 842)” (“ASU No. 2016-02”). ASU No. 2016-02 requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU No. 2016-02 is effective for the Company in fiscal year 2019 and must be adopted using a modified retrospective approach. The Company is currently evaluating the impact the adoption of ASU No. 2016-02 will have on its Consolidated Financial Statements.

In May 2014, the FASB issued ASU No. 2014-09 “Revenue Recognition (Topic 606), Revenue from Contracts with Customers” (“ASU No. 2014-09”). ASU No. 2014-09 provides a single source of guidance for revenue arising from contracts with customers and supersedes current revenue recognition standards. Under ASU No. 2014-09, revenue is recognized in an amount that reflects the consideration an entity expects to receive for the transfer of goods and services. ASU No. 2014-09, as amended, will be effective for the Company in fiscal year 20172018 and is applied retrospectively to each period

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


presented or as a cumulative effect adjustment at the date of adoption. The

While the Company hascontinues to assess all potential impacts of the standard, it currently believes the most significant impact relates to accounting for breakage and advertising fees charged to franchisees. Under the new standard, the Company expects to recognize breakage proportional to actual gift card redemptions. Advertising fees charged to franchisees, which are currently recorded as a reduction to Other restaurant operating expenses, will be recognized as Other revenue. In addition, initial franchise fees will be recognized over the term of the franchise agreement, which is not selectedexpected to have a transition method and is evaluatingmaterial impact on the impact this guidance will have on its financial position, results of operations and cash flows.Consolidated Financial Statements.

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

3.           Acquisitions

Acquisition of Controlling Interest in the Company’s Brazil Operations - In connection with the Company’s international development growth strategy, effective November 1, 2013, the Company, through its wholly-owned subsidiary, Outback Steakhouse Restaurantes Brasil S.A. (“OB Brasil”), completed the acquisition of a controlling interest in the Brazil Joint Venture. As a result of the acquisition, the Company has a 90% interest in the Brazil Joint Venture, which was subsequently merged with OB Brasil.

The Company completed the acquisition for total cash consideration of approximately $110.4 million, of which $10.1 million was held in escrow for customary indemnifications. The Company financed the acquisition with borrowings of $100.0 million on its revolving credit facility and available cash. The borrowings on the revolving credit facility were subsequently repaid in fiscal year 2013. Acquisition-related costs of $1.8 million for fiscal year 2013, have been recognized in General and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income.

As a result of the acquisition, the previously-held equity interest was remeasured at fair value. The difference between the fair value and the carrying value of the equity interest held resulted in a $36.6 million gain for fiscal year 2013. The fair value assigned to the previously held equity investment in the Brazil Joint Venture was determined using the income approach, based on a discounted cash flow methodology.

PGS Par retained a noncontrolling interest of 10% in the Brazil Joint Venture. The Purchase Agreement provides the equity holders of PGS Par with options to sell their remaining interests to OB Brasil (the “put options”) and provides OB Brasil with options to purchase such remaining interests (the “call options” and together with the put options, the “Options”), in various amounts and at various times from 2015 through 2018, subject to acceleration in certain circumstances. The purchase price under each of the Options is based on a multiple of adjusted earnings before interest, taxes, depreciation and amortization of the business, subject to a possible fair market value adjustment. The Options are embedded features within the noncontrolling interest and are classified within the Consolidated Balance Sheet as Redeemable noncontrolling interests. The fair value of the Redeemable noncontrolling interest in OB Brasil on the date of the acquisition was $22.4 million, which was determined based on 10% of the enterprise value and discounted for lack of control and marketability.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition and the third quarter of 2014 measurement period adjustments made to amounts initially recorded. The measurement period adjustments did not have a significant impact to the Company’s Consolidated Statements of Operations and Comprehensive Income or Consolidated Statements of Cash Flows.
(in thousands)AMOUNTS PREVIOUSLY RECORDED AS OF NOVEMBER 1, 2013 MEASUREMENT PERIOD ADJUSTMENTS ADJUSTED ACQUISITION DATE AMOUNTS
Cash and cash equivalents$10,124
 $
 $10,124
Inventories6,607
 
 6,607
Other current assets, net14,984
 (676) 14,308
Property, fixtures and equipment81,038
 (923) 80,115
Goodwill (1)135,701
 6,241
 141,942
Intangible assets, net86,623
 
 86,623
Other assets, net4,535
 (64) 4,471
Accounts payable(7,782) 
 (7,782)
Accrued and other current liabilities(17,486) (2,946) (20,432)
Current portion of partner deposits and accrued partner obligations(729) 
 (729)
Long-term portion of partner deposits and accrued partner obligations(4,482) 
 (4,482)
Deferred income taxes(26,881) 565
 (26,316)
Other long-term liabilities, net(11,390) (2,197) (13,587)
 270,862
 
 270,862
Fair value of previously held equity investment(138,054) 
 (138,054)
Remaining redeemable noncontrolling interests(22,365) 
 (22,365)
     Total purchase price$110,443
 $
 $110,443
____________
(1)The goodwill recognized is attributable primarily to the potential for strategic future growth. The carrying value of historical goodwill associated with the Company’s former equity investment in this entity of $52.6 million was disposed in connection with the acquisition. Goodwill recognized included $80.1 million that is expected to be deductible for tax purposes.

The fair value of net intangible assets has been allocated to reacquired franchise rights and favorable and unfavorable leases. The following table presents details of the purchased intangible assets and their remaining weighted-average amortization periods:
(in thousands, or as otherwise indicated)FAIR VALUE AMOUNT AS OF NOVEMBER 1, 2013 WEIGHTED-AVERAGE AMORTIZATION PERIOD (IN YEARS)
Reacquired franchise rights (1)$82,389
 14
Favorable leases (2)4,234
 9
Unfavorable leases (2) (3)(1,798) 10
Total identified intangible assets$84,825
 14
____________________
(1)Reacquired franchise rights are amortized on a straight-line basis over the remaining life of each restaurants’ franchise agreement, without consideration of renewal.
(2)Favorable and unfavorable leases are amortized on a straight-line basis over the remaining lease term.
(3)Unfavorable leases are included in Other long-term liabilities, net.

Included in the Company’s operating results for fiscal year 2013 are Revenues of $23.7 million and net income of $0.8 million for OB Brasil.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


The following table presents summarized financial information for 100% of the Brazil Joint Venture for the periods ending as indicated:
 FISCAL YEAR
(in thousands)
2013(1)
 2012
Net revenue from sales$215,050
 $246,819
Gross profit$148,229
 $172,011
Income from continuing operations$26,945
 $24,268
Net income$15,382
 $11,151
____________________
(1)Summarized financial information for fiscal year 2013 includes results for January 1, 2013 to October 31, 2013, when the Brazil Joint Venture was accounted for as an equity method investment.

The following comparative unaudited pro forma results of operations information for fiscal years 2013 and 2012 assumes the acquisition occurred on January 1, 2012, and reflects the full results of operations for the years presented. The pro forma results have been prepared for comparative purposes only and do not indicate the results of operations which would actually have occurred had the combination been in effect on the dates indicated, or which may occur in the future.
 PRO FORMA (1)
 FISCAL YEAR
 2013 2012
(in thousands, except per share data)(unaudited) (unaudited)
Total revenues$4,360,571
 $4,223,393
Net income attributable to Bloomin’ Brands$174,769
 $49,623
Earnings per share:   
Basic$1.42
 $0.44
Diluted$1.36
 $0.43
____________________
(1)These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting for the following items: (i) fair value and depreciable lives adjustments to property and equipment, (ii) elimination of royalty revenue and expense, (iii) reversal of equity method income in the Company’s operating results, (iv) reversal of professional fees associated with the acquisition and (v) the related tax effects of these adjustments. These unaudited pro forma results of operations do not reflect the one-month reporting lag.

Acquisition of Limited Partnership Interests

During 2014, the Company purchased the remaining partnership interests in certain of the Company’s limited partnerships that either owned or had a contractual right to varying percentages of cash flows in 37Bonefish Grill restaurants for an aggregate purchase price of $17.2 million. These transactions resulted in a reduction of $11.7 million in Additional paid-in capital in the Company’s Consolidated Statements of Changes in Stockholders’ Equity during fiscal year 2014.

During 2012, the Company purchased the remaining partnership interests in certain of the Company’s limited partnerships that either owned or had a contractual right to varying percentages of cash flows in 44 Bonefish Grill restaurants and 17 Carrabba’s Italian Grill restaurants for an aggregate purchase price of $39.5 million. These transactions resulted in a reduction of $39.0 million in Additional paid-in capital in the Company’s Consolidated Statements of Changes in Stockholders’ Equity during fiscal year 2012.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


The following table sets forthOut-of-Period Adjustments - In the effectthird quarter of 2015, the Company identified and corrected errors in accounting for the allocation of foreign currency translation adjustments (“CTA”) to Redeemable noncontrolling interests and fair value adjustments for Redeemable noncontrolling interests. Management evaluated the materiality of the limited partnership interestserrors from a qualitative and Roy’s joint venture acquisition transactions on stockholders’ equity attributablequantitative perspective and concluded that the errors were immaterial to Bloomin’ Brands:
 NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS
 
 FISCAL YEAR
(in thousands)2014 2013 2012
Net income attributable to Bloomin’ Brands$91,090
 $208,367
 $49,971
Transfers to noncontrolling interests:     
Decrease in Bloomin’ Brands additional paid-in capital for purchase of     
joint venture and limited partnership interests(11,662) 
 (39,696)
Change from net income attributable to Bloomin’ Brands and transfers$79,428
 $208,367
 $10,275
to noncontrolling interests  

Acquisition of Franchised Restaurants - Effective March 1, 2014,the current and prior periods. As a result, the Company acquired two Bonefish Grill restaurants from a franchisee for a purchase pricerecorded the cumulative adjustment in its Consolidated Statement of $3.2 million, including customary escrow amounts. TheStockholders’ Equity and Consolidated Statement of Operations and Comprehensive Income includesfor fiscal year 2015:
  FINANCIAL STATMENT LINE ITEM IMPACT IMPACT BY PERIOD CUMULATIVE ADJUSTMENT
   FISCAL YEAR 
(dollars in thousands)  2013 2014 2015 
Mezzanine equity:          
Allocation of CTA to redeemable noncontrolling interests Redeemable noncontrolling interests $(1,762) $(2,677) $(4,793) $(9,232)
Adjustment for the change in the redemption value of redeemable interests Redeemable noncontrolling interests 1,715
 1,824
 5,132
 8,671
Net impact to Mezzanine equity   $(47) $(853) $339
 $(561)
           
Bloomin’ Brands stockholders’ equity:          
Allocation of CTA to redeemable noncontrolling interests Accumulated other comprehensive loss $1,762
 $2,677
 $4,793
 $9,232
Adjustment for the change in the redemption value of redeemable interests Additional paid-in capital (1,715) (1,824) (5,132) (8,671)
Net impact to Bloomin’ Brands stockholders’ equity   $47
 $853
 $(339) $561
           
Other comprehensive income (loss):          
Allocation of CTA to redeemable noncontrolling interests Comprehensive income attributable to Bloomin’ Brands $1,762
 $2,677
 $4,793
 $9,232
Allocation of CTA to redeemable noncontrolling interests Comprehensive (loss) income attributable to noncontrolling interests (1,762) (2,677) (4,793) (9,232)
Net impact to Other comprehensive income   $
 $
 $
 $

Reclassifications - The Company reclassified certain items in the results of operationsaccompanying consolidated financial statements for these restaurants from the date of acquisition. The pro forma impact of the acquisition on prior periods is not presented asto be comparable with the impact was not material toclassification for the current period. These reclassifications had no effect on previously reported results.net income.

The Company allocated the purchase price to the assets acquired less the liabilities assumed based on their estimated fair value on the date of acquisition with the remaining $2.5 million of the purchase price allocated to goodwill. All goodwill recognized is expected to be deductible for tax purposes.

4.3.     Impairments, Disposals and Exit Costs

The components of Provision for impaired assets and restaurant closings are as follows:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Impairment losses$37,071
 $19,761
 $10,584
     
U.S.$57,464
 $27,408
 $13,822
International41,599
 
 12,690
Corporate
 746
 10,559
Total impairment losses$99,063
 $28,154
 $37,071
Restaurant closure expenses15,010
 3,077
 2,421
     
U.S.$5,596
 $2,460
 $7,334
International(32) 6,053
 7,676
Total restaurant closure expenses$5,564
 $8,513
 $15,010
Provision for impaired assets and restaurant closings$52,081
 $22,838
 $13,005
$104,627
 $36,667
 $52,081

Restaurant Closure Initiatives - In the fourth quarter of 2013, the Company completed an assessment of its domestic restaurant base and decided to close 22 underperforming domestic locations (the “Domestic Restaurant Closure Initiative”). Aggregate pre-tax impairment, restaurant and other closing costs of $4.9 million and $18.7 million were incurred, during fiscal year 2014 and 2013, respectively, in connection with the Domestic Restaurant Closure Initiative.

During 2014, the Company decided to close 36 underperforming international locations, primarily in South Korea (the “International Restaurant Closure Initiative”). The Company expects to substantially complete these international restaurant closings during the first quarter of 2015. In connection with the International Restaurant Closure Initiative, the Company incurred pre-tax asset impairments, restaurant closing and other costs of $21.9 million during fiscal year 2014.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


Closure Initiative and Restructuring Costs - Following is a summary of expenses, related to the 2017 Closure Initiative, Bonefish Restructuring and International and Domestic Restaurant Closure Initiatives (“Closure Initiatives”), recognized in Provision for impaired assets and restaurant closings in the Company’s Consolidated Statements of Operations and Comprehensive Income for the periods indicated:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Impairment, facility closure and other expenses     
2017 Closure Initiative (1)$46,500
 $
 $
Bonefish Restructuring4,859
 24,204
 
International Restaurant Closure Initiative (2)
 6,041
 19,738
Domestic Restaurant Closure Initiative (3)
 1,602
 5,972
Provision for impaired assets and restaurant closings$51,359
 $31,847
 $25,710
Severance and other expenses     
Bonefish Restructuring$601
 $143
 $
International Restaurant Closure Initiative (2)
 1,715
 3,007
Domestic Restaurant Closure Initiative (3)
 
 1,035
General and administrative$601
 $1,858
 $4,042
Reversal of deferred rent liability     
2017 Closure Initiative (1)$(3,271) $
 $
Bonefish Restructuring(3,410) 
 
International Restaurant Closure Initiative (2)
 (198) (833)
Domestic Restaurant Closure Initiative (3)
 
 (2,078)
Other restaurant operating$(6,681) $(198) $(2,911)
 $45,279
 $33,507
 $26,841
________________
(1)Includes pre-tax asset impairments of $45.6 million within the U.S. segment and $0.9 million within the International segment.
(2)During 2014, the Company decided to close 36 underperforming international locations, primarily in South Korea (the “International Restaurant Closure Initiative”).
(3)During 2013, the Company decided to close 22 underperforming domestic locations (the “Domestic Restaurant Closure Initiative”).

2017 Closure Initiative - On February 15, 2017, the Company decided to close 43 underperforming restaurants (the “2017 Closure Initiative”). Most of these restaurants will close in 2017, with the balance closing as leases and certain operating covenants expire or are amended or waived. In connection with the 2017 Closure Initiative, the Company reassessed the future undiscounted cash flows of the impacted restaurants and determined the undiscounted cash flows would not recover the value of the impacted restaurants. As a result, the Company estimated the fair value of the impacted restaurants and recognized pre-tax asset impairments of $46.5 million during fiscal year 2016, which includes three restaurants that closed in the fourth quarter.

Bonefish Restructuring - On February 12, 2016, the Company decided to close 14 Bonefish restaurants (“Bonefish Restructuring”). The Company expects to substantially complete these restaurant closings through the first quarter of 2019. In connection with the Bonefish Restructuring, the Company reassessed the future undiscounted cash flows of the impacted restaurants, and as a result, the Company recognized pre-tax asset impairments during fiscal year 2015, within the U.S. segment.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


Cumulative Closure Initiative and Restructuring Costs - Following is a summary of cumulative expenses related to the Closure Initiatives incurred through December 25, 2016 (dollars in thousands):
DESCRIPTION LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME CLOSURE INITIATIVES AND RESTRUCTURING
  2017 BONEFISH INTERNATIONAL DOMESTIC TOTAL
Impairments, facility closure and other expenses Provision for impaired assets and restaurant closings $46,500
 $29,063
 $25,779
 $26,269
 $127,611
Severance and other expenses General and administrative 
 744
 4,722
 1,035
 6,501
Reversal of deferred rent liability Other restaurant operating (3,271) (3,410) (1,031) (2,078) (9,790)
    $43,229
 $26,397
 $29,470
 $25,226
 $124,322

Projected Future Expenses and Cash Expenditures - The Company currently expects to incur additional charges of $9.0 million to $12.0 million,for the 2017 Closure Initiative and Bonefish Grill Restructuring over the next three years, including costs associated with lease obligations, employee terminations and other closure related obligations, primarily through the first quarterclosure-related obligations. Following is a summary of 2015. Lease obligations represent $7.0 million to $10.0 million of the remaining charges the Company expects to incur. Futureestimated pre-tax expense by type:
Estimated future expense (dollars in millions)
2017 CLOSURE INITIATIVE BONEFISH GRILL RESTRUCTURING
Lease related liabilities, net of subleases$17.0
to$19.0
 $2.2
to$5.2
Employee severance and other obligations$2.5
to$4.5
 $0.3
to$1.0
Total estimated future expense$19.5
to$23.5
 $2.5
to$6.2
        
Total estimated future cash expenditures (dollars in millions)$31.5
 $37.0
 $10.1
to$12.5

Total future undiscounted cash expenditures of $18.0 million to $23.0 million,for the 2017 Closures Initiative and Bonefish Grill Restructuring, primarily related to lease liabilities, are expected to occur through November 2022.over the remaining lease terms with the final term ending in January 2029 and October 2024, respectively.

Following is a summary of the above restaurant closure initiative expenses recognized in the Consolidated Statement of OperationsAccrued Facility Closure and Comprehensive Income during the periods indicated (in thousands):
DESCRIPTION LOCATION OF CHARGE IN THE CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME FISCAL YEAR
  2014 2013 2012
Property, fixtures and equipment impairments Provision for impaired assets and restaurant closings $11,573
 $18,695
 $
Facility closure and other expenses Provision for impaired assets and restaurant closings 14,137
 
 
Severance and other liabilities General and administrative 4,042
 
 
Reversal of deferred rent liability Other restaurant operating (2,911) 
 
    $26,841
 $18,695
 $

Other Cost Rollforward - The following table summarizes the Company’s accrual activity related to facility closure and other costs primarily associated with the Domestic and International Restaurant Closure Initiatives, during the fiscal years ended December 28, 2014,2016 and December 31, 2013:2015:
(in thousands)2014 2013
(dollars in thousands)2016 2015
Beginning of the year$2,232
 $990
$5,699
 $11,000
Charges12,644
 1,573
6,845
 10,358
Cash payments(4,086) (1,203)(4,706) (13,814)
Adjustments (1)210
 872
(1,281) (1,845)
End of the year (2)(1)$11,000
 $2,232
$6,557
 $5,699
________________
(1)Adjustments to facility closure and other costs represent changes in sublease assumptions and reductions in the Company’s remaining lease obligations.
(2)
As of December 28, 2014 and December 31, 2013, theThe Company had exit-related accruals of $4.7$2.6 million and $1.22.0 million, respectively, recorded in Accrued and other current liabilities and $6.3$4.0 million and $1.1$3.7 million,, respectively, recorded in Other long-term liabilities, net.net, as of December 25, 2016 and December 27, 2015, respectively.

Roy’sOutback Steakhouse South Korea - In September 2014,On July 25, 2016, the Company reclassifiedcompleted the assets and liabilitiessale of Roy’s to heldits Outback Steakhouse subsidiary in South Korea (“Outback Steakhouse South Korea”) for sale.a purchase price of $50.0 million, in cash. In connection with the decision to sell Roy’s,second quarter of 2016, the Company recorded a pre-taxrecognized an impairment charge of $13.4$39.6 million, including costs to sell of $3.3 million, within the International segment. The Company also recognized tax expense of $2.4 million for Assets held for sale during fiscal year 2014. This impairment charge is recorded2016 with respect to undistributed earnings in Provision for impaired assets and restaurant closingsSouth Korea that were previously considered to be permanently reinvested.

During the third quarter of 2016, the Company recognized a gain on the sale of Outback Steakhouse South Korea of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


$2.1 million within Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Income.Income, primarily due to a change in foreign currency exchange rates subsequent to the Company’s second fiscal quarter. After completion of the sale, the Company’s restaurant locations in South Korea are operated as franchises.

Following are the components of Outback Steakhouse South Korea included in the Consolidated Statements of Operations and Comprehensive Income for the following periods:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Restaurant sales$90,455
 $171,649
 $238,802
(Loss) income before income taxes (1)$(32,348) $3,284
 $(12,955)
________________
(1)Includes impairment charges of $39.6 million for Assets held for sale and a gain of $2.1 million on the sale of Outback Steakhouse South Korea for fiscal year 2016.

Roy’s - On January 26, 2015, the Company sold its Roy’s conceptbusiness to United Ohana, LLC (the “buyer”“Buyer”), for a purchase price of $10.0 million, less certain liabilities. Includedliabilities, and recognized a loss on sale of $0.9 million, which was recorded in the purchase agreement is a provision in which the Company will pay the buyer up to $5.0 million, if certain lease contingencies are not resolved prior to April 2018 and the buyer is damaged. At the time of this report, the Company believes it is probable the lease contingencies will be resolved as required pursuant to the purchase agreement.Other expense, net, during fiscal year 2015.

In connection with the sale of Roy’s, the Company continues to provide lease guarantees for certain of the Roy’s locations. Under the guarantees, the Company will pay the rental expense over the remaining lease term in the event of default.default by the Buyer. The fair value and maximum value of the lease guarantees is nominal. The maximum amount is calculated as the fair value of the lease payments, net of sublease assumptions, over the remaining lease term and assumes that there are subleases.term.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


Following are the assets and liabilities of Roy’s held for sale as of December 28, 2014:
(in thousands)DECEMBER 28, 2014
Assets 
Current assets$2,818
Property, fixtures and equipment, net16,274
Intangible assets, net5,812
Other non-current assets
591
Total assets (1)$25,495
Liabilities 
Current liabilities$3,743
Non-current liabilities3,105
Total liabilities (2)$6,848
________________
(1)The impairment charge of $13.4 million is excluded from the amount presented.
(2)Liabilities held for sale are included with Accrued and other current liabilities in the Consolidated Balance Sheet.

Following are the components of Roy’s included in the Company’s Consolidated Statements of Operations and Comprehensive Income for the following periods:
 FISCAL YEAR
(in thousands)2014 2013 2012
Restaurant sales$68,575
 $73,945
 $75,721
(Loss) income before income taxes (1)$(13,612) $(1,844) $923
 FISCAL YEAR
(dollars in thousands)2015 2014
Restaurant sales$5,729
 $68,575
Loss before income taxes (1)(2)$(831) $(13,612)
________________
(1)IncludesLoss before income taxes includes loss on sale of $0.9 million in fiscal year 2015.
(2)Loss before income taxes includes impairment charges of $13.4 million for Assets held for sale during thein fiscal year 2014.2014, which was recorded within the U.S. segment.

Other Disposals - - During 2016, the third quarterCompany recognized impairment charges of $3.5 million for its Puerto Rico subsidiary, within the U.S. segment.

During 2014, the Company decided to sell both of its corporate airplanes. In connection with this decision, the Company recognized pre-tax asset impairment charges of $0.7 million and $10.6 million forin fiscal year 2014. years 2015 and 2014, respectively.

The remaining restaurant impairment and closing charges are recorded in Provision for impaired assets and restaurant closings inresulted from the Consolidated Statements of Operations and Comprehensive Income. The Company completed the sale of one airplane during the fourth quarter of 2014 for net proceeds of $2.5 million. The faircarrying value of the remaining airplane of $2.6 million is recorded in Assets helda restaurant’s assets exceeding its estimated fair market value, primarily due to locations identified for sale as of December 28, 2014.relocation or closure.

5.4.         Earnings Per Share

The Company computes basic earnings per share based on the weighted average number of common shares that were outstanding during the period. Diluted earnings per share includes the dilutive effect of common stock equivalents consisting of restricted stock, restricted stock units, performance-based share units and stock options, using the treasury stock method. Performance-based share units are considered dilutive when the related performance criterion has been met.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



The following table presents the computation of basic and diluted earnings per share:
FISCAL YEARFISCAL YEAR
(in thousands, except per share amounts)2014 2013 20122016 2015 2014
Net income attributable to Bloomin’ Brands$91,090
 $208,367
 $49,971
$41,748
 $127,327
 $91,090
          
Basic weighted average common shares outstanding125,139
 122,972
 111,999
111,381
 122,352
 125,139
          
Effect of diluted securities:          
Stock options3,079
 4,902
 2,738
2,659
 2,992
 3,079
Nonvested restricted stock and restricted stock units91
 191
 84
260
 216
 91
Nonvested performance-based share units8
 9
 
11
 25
 8
Diluted weighted average common shares outstanding128,317
 128,074
 114,821
114,311
 125,585
 128,317
          
Basic earnings per share$0.73
 $1.69
 $0.45
$0.37
 $1.04
 $0.73
Diluted earnings per share$0.71
 $1.63
 $0.44
$0.37
 $1.01
 $0.71

Dilutive securities outstanding not included in the computation of earnings per share because their effect was antidilutive were as follows:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(shares in thousands)2016 2015 2014
Stock options3,090
 1,348
 1,092
5,151
 2,670
 3,090
Nonvested restricted stock and restricted stock units206
 12
 
219
 27
 206
Nonvested performance-based share units92
 
 

6.5.           Stock-based and Deferred Compensation Plans

Stock-based Compensation Plans

Equity Compensation Plans - TheOn April 22, 2016, the Company’s 2012shareholders approved the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation Plan permits the grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards to officers, employees and directors. Upon adoption and(the “2016 Incentive Plan”). Following approval of the 20122016 Incentive Plan, all ofno further awards have been granted under the Company’s previous equity compensation plans were terminated.plans. Existing awards under previous plans continue to vest in accordance with the original vesting schedule and will expire at the end of their original term. The 2016 Incentive Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other cash-based or stock-based awards to Company management, other key employees, consultants and directors.

As of December 28, 2014,25, 2016, the maximum number of shares of common stock available for issuance pursuant to the 20122016 Incentive Plan was 7,918,651. On the first business day of each fiscal year, the aggregate number of shares that may be issued automatically increases by two percent of the total shares then issued and outstanding. All outstanding stock-based compensation awards contain certain forfeiture provisions.6,127,810.

The Company recognized stock-based compensation expense as follows:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Stock options$11,946
 $11,168
 $20,148
$11,926
 $10,041
 $11,946
Restricted stock and restricted stock units3,857
 2,026
 1,392
9,275
 6,758
 3,857
Performance-based share units1,190
 663
 
1,393
 3,596
 1,190
$16,993
 $13,857
 $21,540
$22,594
 $20,395
 $16,993


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


Stock Options - Beginning in August 2012, 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. Stock options granted prior to August 2012 generally vest and become exercisable over a period of five years in an equal number of shares each year. Shares acquired upon the exercise of stock options were generally subject to a stockholder’s agreement that contained a management call option and certain transfer restrictions. The management call option allowed the Company to repurchase all shares purchased through exercise of stock options upon termination of employment at any time prior to the earlier of an IPO or a change of control. As a result of the transfer restrictions and management call option, the Company did not record compensation expense for stock options that contained the call option. Prior to the Company’s IPO in August 2012, there were no exercises of stock options by employees, and generally all stock options of terminated employees with a call provision either expired or were forfeited.

Upon completion of the Company’s IPO, the Company recorded $16.0 million of stock compensation expense for: (i) certain stock options that became exercisable and (ii) the time-vested portion of outstanding stock options containing the management call option due to automatic termination of the call option upon completion of the offering.

The following table presents a summary of the Company’s stock option activity for fiscal year 2014:2016:
(in thousands, except exercise price and contractual life)OPTIONS WEIGHTED-
AVERAGE
EXERCISE
PRICE
 WEIGHTED-
AVERAGE
REMAINING
CONTRACTUAL
LIFE (YEARS)
 AGGREGATE
INTRINSIC
VALUE
OPTIONS WEIGHTED-
AVERAGE
EXERCISE
PRICE
 WEIGHTED-
AVERAGE
REMAINING
CONTRACTUAL
LIFE (YEARS)
 AGGREGATE
INTRINSIC
VALUE
Outstanding as of December 31, 201310,010
 $9.54
 6.6 $144,813
Outstanding as of December 27, 20159,718
 $12.99
 5.6 $59,427
Granted1,541
 23.38
    3,164
 17.58
    
Exercised(1,260) 7.53
  (1,090) 8.26
  
Forfeited or expired(514) 17.07
    (808) 20.32
    
Outstanding as of December 28, 20149,777
 $11.59
 6.2 $120,461
Vested and expected to vest as of December 28, 20149,716
 $11.54
 6.2 $120,193
Exercisable as of December 28, 20146,427
 $7.84
 5.2 $102,367
Outstanding as of December 25, 201610,984
 $14.24
 5.8 $58,231
Vested and expected to vest as of December 25, 201610,908
 $14.20
 5.8 $58,176
Exercisable as of December 25, 20166,640
 $10.77
 3.9 $55,659

Assumptions used in the Black-Scholes option pricing model and the weighted-average fair value of option awards granted were as follows for the periods indicated:
FISCAL YEARFISCAL YEAR
2014 2013 20122016 2015 2014
Assumptions:          
Weighted-average risk-free interest rate (1)1.82% 1.22% 1.11%1.32% 1.64% 1.82%
Dividend yield (2)% % %1.59% 1.00% %
Expected term (3)6.3 years
 6.3 years
 6.5 years
6.1 years
 6.3 years
 6.3 years
Weighted-average volatility (4)48.4% 48.6% 48.6%35.2% 43.4% 48.4%
          
Weighted-average grant date fair value per option$11.37
 $9.14
 $6.93
$5.28
 $10.11
 $11.37
________________
(1)Risk-free rate is the U.S. Treasury yield curve in effect as of the grant date for periods within the contractual lifeexpected term of the option.
(2)Dividend yield is the level of dividends expected to be paid on the Company’s common stock over the expected term of the option.
(3)Expected term represents the period of time that the options are expected to be outstanding. The simplified method of estimating the expected term is used since the Company does not have significant historical exercise experience for its stock options.
(4)Volatility for fiscal years 2014 and 2013 is based on the historical volatilities of the Company’s stock and the stock of comparable peer companies. Volatility for fiscal year 2012 is based on the historical volatilities of the stock of comparable peer companies.


The following represents stock option compensation information for the periods indicated:
84
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Intrinsic value of options exercised$10,792
 $11,843
 $19,474
Excess tax benefits for tax deductions related to the exercise of stock options$2,146
 $702
 $2,405
Cash received from option exercises, net of tax withholding$8,998
 $7,440
 $9,540
Fair value of stock options vested$19,431
 $26,643
 $36,614
Tax benefits for stock option compensation expense$4,177
 $4,594
 $7,576
      
Unrecognized stock option expense$20,684
    
Remaining weighted-average vesting period2.3 years
    


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


The following represents stock option compensation information for the periods indicated:
 FISCAL YEAR
(in thousands)2014 2013 2012
Intrinsic value of options exercised$19,474
 $42,661
 $523
Excess tax benefits for tax deductions related to the exercise of stock options (1)$2,405
 $4,304
 $
Cash received from option exercises$9,540
 $27,786
 $884
Fair value of stock options vested (2)$36,614
 $47,468
 $66,467
Tax benefits for stock option compensation expense (1)$7,576
 $4,381
 $
      
Unrecognized stock option expense$24,164
    
Remaining weighted-average vesting period2.8 years
    
________________
(1)Excess tax benefits for tax deductions related to the exercise of stock options and tax benefits for stock option compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits.
(2)The fair value of stock options that vested during fiscal year 2012 included $39.3 million of stock options that would have vested in prior years without the management call option.

Restricted Stock and Restricted Stock Units - Restricted stock and restricted stock units generally vest and become exercisable in an equal number of shares each year. Restricted stock and restricted stock units issued to members of the Board of Directors (the “Board”) and employees vest over a period of three years. For employees, restricted stockyears and restricted stock units vest over four years.years, respectively. Following is a summary of the Company’s restricted stock and restricted stock unit activity for fiscal year 2014:2016:
(in thousands, except grant date fair value)NUMBER OF RESTRICTED STOCK & RESTRICTED STOCK UNIT AWARDS WEIGHTED-AVERAGE
GRANT DATE
FAIR VALUE PER AWARD
Outstanding as of December 31, 2013581
 $18.43
(shares in thousands)NUMBER OF RESTRICTED STOCK & RESTRICTED STOCK UNIT AWARDS WEIGHTED-AVERAGE
GRANT DATE
FAIR VALUE PER AWARD
Outstanding as of December 27, 20151,145
 $21.48
Granted669
 20.88
1,058
 16.38
Vested(146) 18.32
(370) 20.98
Forfeited(158) 19.40
(239) 19.18
Outstanding as of December 28, 2014946
 $20.08
Outstanding as of December 25, 20161,594
 $18.55

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued



The following represents restricted stock and restricted stock unit compensation information as of December 28, 2014:25, 2016:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Fair value of restricted stock vested$2,680
 $1,597
 $2,839
$7,752
 $5,339
 $2,680
Tax benefits for restricted stock compensation expense (1)$1,298
 $817
 $
$2,513
 $2,303
 $1,298
          
Unrecognized restricted stock expense$15,327
    $21,870
    
Remaining weighted-average vesting period3.2 years
    2.7 years
    
________________
(1)Excess tax benefits for tax deductions related to restricted stock compensation expense were not recognized in fiscal year 2012 due to a valuation allowance and other available tax credits.

Performance-based Share Units - Beginning in 2013, the Company granted performance-based share units (“PSUs”) to certain employees. TheTypically, the PSUs vest in an equal number of shares over four years for awards granted prior to 2016, and in fiscal 2016, the Company granted performance-based share units that vest after three years. The number of units that vest is determined for each year based on the achievement of certain Company 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. The fair value of PSUs is based on the closing price of the Company’s common stock on the grant date. Compensation expense for PSUs is recognized over the vesting period when it is probable the performance criteria will be achieved.

AtAs of December 28, 2014,25, 2016, the following performance-based share unit (“PSUs”)PSU programs were in progress:
    TARGET NO. OF PSUs AWARDED AND REMAINING TO GRANT (1) TARGET NO. OF GRANTED AND OUTSTANDINGPSUs (2) ESTIMATED PAYOUT OF GRANTED AND OUTSTANDING PSUs AS OF DECEMBER 28, 2014   MAXIMUM PAYOUT (AS A % OF TARGET NO. OF PSUs)
(units in thousands)    MINIMUM PAYOUT 
AWARD DATE PROGRAM     
2/26/2013 2013 Program 103
 32
 19
 % 200%
4/24/2013 2013 Grant 12
 6
 6
 % 100%
2/27/2014 2014 Program 174
 54
 34
 % 200%
    289
 92
 59
    
  
TARGET NO. OF PSUs REMAINING TO GRANT (1)
(shares in thousands)
 
MAXIMUM PAYOUT
(AS A % OF TARGET
NO. OF PSUs) (2)
AWARD DATE PROGRAM  
2/27/2014 2014 Program 40
 200%
2/26/2015 2015 Program 98
 200%
10/1/2015 2015 International Program 19
 100%
    157
  
________________
(1)Represents target PSUs awarded under each of the identified programs that have not been granted for accounting purposes. TheseThe PSUs issued 2015 and prior do not result in the recognition of stock-based compensation expense until the performance target has been set by the Board of Directors as of the beginning of each fiscal year. There is no effect of these PSUs on the Company’s basic or diluted shares outstanding.
(2)Assumes achievement of target threshold of the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) goals for the Company or respective concepts for the 2013 Programs and achievement of target threshold of the Adjusted EPS goal for the Company for the 2014 Program and 2015 Program.


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The following table presents a summary of the Company’s PSU activity for fiscal year 2014:2016:
(in thousands, except grant date fair value)PERFORMANCE-BASED SHARE UNITS WEIGHTED-AVERAGE
GRANT DATE
FAIR VALUE PER AWARD
Outstanding as of December 31, 201349
 $17.85
(shares in thousands)PERFORMANCE-BASED SHARE UNITS WEIGHTED-AVERAGE
GRANT DATE
FAIR VALUE PER AWARD
Outstanding as of December 27, 2015166
 $24.11
Granted (1)110
 25.07
352
 16.17
Vested (2)(56) 16.70
(145) 25.05
Forfeited(11) 23.10
(61) 19.48
Outstanding as of December 28, 201492
 $25.08
Outstanding as of December 25, 2016312
 $16.26
________________
(1)Share unit amounts include the number of PSUs at the target threshold in the current period grant and additional shares earned above target due to exceeding prior period performance criteria.
(2)In February 2014, 44,996 PSUs vested based upon satisfaction of the 2013 Company performance criteria, representing the achievement of 114% of the annual target threshold.

The following represents PSU compensation information as of December 25, 2016:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Tax benefits for PSU compensation expense$910
 $636
 $26
Unrecognized PSU expense$2,668
    
Remaining weighted-average vesting period1.5 years
    

Deferred Compensation Plans

Restaurant Managing Partners and Chef Partners - Restaurant Managing Partners and Chef Partners are eligible to participate in deferred compensation programs. The Company invests in various corporate-owned life insurance policies, which are held within an irrevocable grantor or “rabbi” trust account for settlement of the obligations under the deferred compensation plans. The deferred compensation obligation due to managingRestaurant Managing and chef partnersChef Partners was $155.6$113.0 million and $148.3$133.2 million as of December 28, 201425, 2016 and December 31, 2013,27, 2015, respectively. The unfunded obligation for managingRestaurant Managing and chef partners’Chef Partners’ deferred compensation was $82.6$50.6 million and $76.5$74.0 million as of December 28, 201425, 2016 and December 31, 2013,27, 2015, respectively.

Other Benefit Plans

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 $1.1$3.2 million, $2.1$3.7 million and $2.1$1.1 million for the 401(k) Plan for fiscal years 2014,2016, 20132015 and 20122014, respectively.

Deferred Compensation 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 unfunded and unsecured.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.6.           Other Current Assets, Net

Other current assets, net, consisted of the following:
DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Prepaid expenses$30,260
 $27,652
$35,298
 $30,373
Accounts receivable - gift cards, net102,664
 115,926
Accounts receivable - vendors, net27,340
 23,218
10,107
 10,310
Accounts receivable - franchisees, net1,159
 1,394
1,677
 1,149
Accounts receivable - other, net107,178
 33,086
20,497
 21,158
Assets held for sale1,331
 784
Other current assets, net40,691
 32,362
18,652
 19,131
$206,628
 $117,712
$190,226
 $198,831


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


8.7.     Property, Fixtures and Equipment, Net

Property, fixtures and equipment, net, consisted of the following:
DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Land$262,141
 $263,989
$114,375
 $256,906
Buildings and building improvements998,787
 959,102
726,418
 1,043,699
Furniture and fixtures368,638
 345,040
383,758
 392,849
Equipment531,117
 487,276
550,598
 543,842
Leasehold improvements457,623
 443,376
492,465
 492,628
Construction in progress46,025
 79,526
47,332
 23,842
Less: accumulated depreciation(1,035,020) (945,046)(1,077,798) (1,159,306)
$1,629,311
 $1,633,263
$1,237,148
 $1,594,460

AtSale-leaseback Transactions - During 2016, the Company entered into sale-leaseback transactions with third-parties in which it sold 153 restaurant properties at fair market value for gross proceeds of $541.9 million. In connection with the sale-leaseback transactions, the Company recorded a deferred gain of $163.4 million, which are amortized to Other restaurant operating expense in the Consolidated Statements of Operations and Comprehensive Income over the initial term of each lease, ranging from 15 to 20 years.

In the fourth quarter of 2016, the Company sold six restaurant properties to third parties for aggregate proceeds of $18.5 million. The sale of the properties does not qualify for sale-leaseback accounting and the book value of the buildings and land will remain on the Company’s Consolidated Balance Sheet. See Note 11 - Long-term Debt, Net and Note 18 - Commitments and Contingencies for additional details regarding the financing obligation.

Leased Properties - As of December 28, 2014,25, 2016, the Company leased $13.6$16.3 million and $19.5$23.4 million, respectively, of certain land and buildings to third parties. Accumulated depreciation related to the leased building assets of $4.9$7.5 million is included in Property, fixtures and equipment as of December 28, 2014.25, 2016.

Depreciation and repair and maintenance expense is as follows for the periods indicated:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Depreciation expense$177,504
 $156,015
 $147,768
$183,049
 $178,855
 $177,504
Repair and maintenance expense108,392
 103,613
 98,039
108,940
 107,960
 108,392

Effective March 14, 2012, the Company entered into a sale-leaseback transaction with two third-party real estate institutional investors in which the Company sold 67 restaurant properties at fair market value for net proceeds of $192.9 million. The Company then simultaneously leased these properties under nine master leases (collectively, the “REIT Master Leases”). The initial terms of the REIT Master Leases are 20 years with four five-year renewal options. One renewal period is at a fixed rental amount and the last three renewal periods are generally based on then-current fair market values. The sale at fair market value and subsequent leaseback qualified for sale-leaseback accounting treatment, and the REIT Master Leases are classified as operating leases. The Company recorded a deferred gain on the sale of certain of the properties of $42.9 million primarily in Other long-term liabilities, net in its Consolidated Balance Sheet at the time of the transaction, which is amortized over the initial 20-year term of the lease.

9.     Goodwill and Intangible Assets, Net

Goodwill - The following table is a roll-forward of goodwill:
(in thousands)2014 2013
Balance as of beginning of year
$352,118
 $270,972
Acquisitions (1)2,461
 141,942
Translation adjustments(13,039) (8,165)
Disposals (1)
 (52,631)
Balance as of end of year
$341,540
 $352,118
________________
(1)
Effective November 1, 2013, the Company acquired a controlling interest in the Brazil Joint Venture. Refer to Note 3 - Acquisitions for discussion of goodwill associated with the Brazil acquisition.

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8.     Goodwill and Intangible Assets, Net

Goodwill - The following table is a rollforward of goodwill:
(dollars in thousands)U.S. INTERNATIONAL CONSOLIDATED
Balance as of December 28, 2014$172,711
 $168,829
 $341,540
Translation adjustments
 (40,679) (40,679)
Balance as of December 27, 2015$172,711
 $128,150
 $300,861
Translation adjustments
 11,382
 11,382
Divestiture of Outback Steakhouse South Korea
 (1,901) (1,901)
Transfer to Assets held for sale(287) 
 (287)
Balance as of December 25, 2016$172,424
 $137,631
 $310,055

The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated:
 DECEMBER 28, 2014 DECEMBER 31, 2013 DECEMBER 31, 2012
(in thousands)GROSS CARRYING AMOUNT ACCUMULATED IMPAIRMENTS GROSS CARRYING AMOUNT ACCUMULATED IMPAIRMENTS GROSS CARRYING AMOUNT ACCUMULATED IMPAIRMENTS
Goodwill$1,126,176
 $(784,636) $1,136,754
 $(784,636) $1,055,608
 $(784,636)
 DECEMBER 25, 2016 DECEMBER 27, 2015 DECEMBER 28, 2014
(dollars in thousands)GROSS CARRYING AMOUNT ACCUMULATED IMPAIRMENTS GROSS CARRYING AMOUNT ACCUMULATED IMPAIRMENTS GROSS CARRYING AMOUNT ACCUMULATED IMPAIRMENTS
U.S.$840,594
 $(668,170) $840,881
 $(668,170) $840,881
 $(668,170)
International254,097
 (116,466) 244,616
 (116,466) 285,295
 (116,466)
Total goodwill$1,094,691
 $(784,636) $1,085,497
 $(784,636) $1,126,176
 $(784,636)

The Company performs its annual assessment for impairment of goodwill and other indefinite-lived intangible assets each year during the second quarter. TheAs a result of this assessment, the Company did not record any goodwill asset impairment charges during fiscal years 2014, 20132016, 2015 or 2012.2014.

Intangible Assets, net - Intangible assets, net, consisted of the following as of December 28, 201425, 2016 and December 31, 2013:27, 2015:
WEIGHTED AVERAGE AMORTIZATION PERIOD
(IN YEARS)
 DECEMBER 28, 2014 DECEMBER 31, 2013WEIGHTED AVERAGE AMORTIZATION PERIOD
(IN YEARS)
 DECEMBER 25, 2016 DECEMBER 27, 2015
(in thousands) GROSS CARRYING VALUE ACCUMULATED AMORTIZATION NET CARRYING VALUE GROSS CARRYING VALUE ACCUMULATED AMORTIZATION NET CARRYING VALUE
(dollars in thousands)WEIGHTED AVERAGE AMORTIZATION PERIOD
(IN YEARS)
 GROSS CARRYING VALUE ACCUMULATED AMORTIZATION NET CARRYING VALUE GROSS CARRYING VALUE ACCUMULATED AMORTIZATION NET CARRYING VALUE
Trade namesIndefinite $414,000
   $414,000
 $413,000
   $413,000
 $414,041
   $414,041
 $414,000
   $414,000
Trademarks14 83,991
 $(30,656) 53,335
 88,581
 $(26,619) $61,962
12 81,381
 $(36,400) 44,981
 82,131
 $(32,662) 49,469
Favorable leases9 87,655
 (43,083) 44,572
 92,511
 (39,759) $52,752
10 73,665
 (41,258) 32,407
 80,909
 (42,882) 38,027
Franchise agreements6 14,881
 (8,633) 6,248
 14,881
 (7,488) $7,393
4 14,881
 (10,922) 3,959
 14,881
 (9,777) 5,104
Reacquired franchise rights13 70,023
 (6,072) 63,951
 77,418
 (516) $76,902
11 53,045
 (13,091) 39,954
 46,447
 (7,745) 38,702
Other intangibles2 9,099
 (5,773) 3,326
 9,099
 (3,975) $5,124
3 9,099
 (8,918) 181
 9,099
 (7,564) 1,535
Total intangible assets(1)12 $679,649
 $(94,217) $585,432
 $695,490
 $(78,357) $617,133
10 $646,112
 $(110,589) $535,523
 $647,467
 $(100,630) $546,837
________________
(1)The Company recorded $0.6 million of intangible asset impairment charges during fiscal year 2016, within the International segment.

The Company did not record any indefinite-lived intangible asset impairment charges during fiscal years 2014, 20132016, 2015 or 2012.2014.


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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, favorable leases, franchise agreements, reacquired franchise rights and other intangibles:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Amortization expense (1)$19,807
 $14,405
 $14,550
$15,666
 $16,852
 $19,807
________________
(1)Amortization expense is recorded in Depreciation and amortization and Other restaurant operating expenseexpenses in the Company’s Consolidated Statements of Operations and Comprehensive Income.


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The following table presents expected annual amortization of intangible assets as of December 28, 2014:25, 2016:
(in thousands) 
2015$18,256
201617,229
(dollars in thousands) 
201715,336
$13,581
201814,940
13,095
201914,465
12,763
202011,349
202110,110

Effective June 1, 2014, OSI and Carrabba’s Italian Grill, LLC (“Carrabba’s”), a wholly owned subsidiary of OSI, entered into a Third Amendment to the Royalty Agreement with the founders of Carrabba’s Italian Grill and their affiliated entities (collectively, the “Carrabba’s Founders”). The amendment provides that no continuing royalty fee will be paid to the Carrabba’s Founders for Carrabba’s restaurants located outside the United States. Each Carrabba’s restaurant located outside the United States will pay a one-time lump sum royalty fee, which varies depending on the size of the restaurant. The one-time fee is $100,000 for restaurants 5,000 square feet or larger, $75,000 for restaurants 3,500 square feet or larger but less than 5,000 square feet and $50,000 for restaurants less than 3,500 square feet. In connection with the amendment, the Company made a non-refundable payment of $1.0 million to the Carrabba’s Founders for the first ten restaurants of 5,000 square feet or more to be located outside the United States. The payment to the Carrabba’s Founders was recorded as a trade name in Intangible Assets, net, in the Consolidated Balance Sheet as of December 28, 2014.

In addition, new Carrabba’s restaurants in the U.S. that first open on or after June 1, 2014 will pay a fixed royalty of 0.5 percent on sales occurring prior to 4 pm local time Monday through Saturday. Existing Carrabba’s restaurants in the U.S. that begin serving weekday lunch on or after June 1, 2014 will pay a fixed royalty of 0.5 percent on sales occurring prior to 4 pm local time Monday through Friday. In each case, these sales will be excluded in calculating the volume based royalty percentage on sales after 4 pm.

10.9.           Other Assets, Net

Other assets, net, consisted of the following:
DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Company-owned life insurance$64,067
 $66,749
$74,629
 $68,950
Deferred financing fees (1)6,917
 12,354
2,632
 3,730
Liquor licenses27,844
 27,793
27,515
 27,869
Other assets57,135
 58,223
24,370
 47,322
$155,963
 $165,119
$129,146
 $147,871
________________
(1)Net of accumulated amortization of $6.1$3.3 million and $11.4$2.2 million atas of December 28, 201425, 2016 and December 31, 2013,27, 2015, respectively.

The Company amortized deferred financing fees of $3.1 million, $3.6 million and $8.2 million to interest expense for fiscal years 2014, 2013 and 2012, respectively.


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11.10.           Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:
DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Accrued payroll and other compensation$121,548
 $100,955
$81,981
 $95,994
Accrued insurance19,455
 20,710
23,533
 20,824
Other current liabilities96,841
 75,449
98,901
 89,793
$237,844
 $197,114
$204,415
 $206,611

Accrued Payroll Taxes - The Company is currently under payroll tax examination by the IRS. During 2013, the IRS informed the Company that it proposed to issue an audit adjustment for the employer’s share of FICA taxes related to cash tips allegedly received and unreported by the Company’s tipped employees during calendar year 2010. Subsequently, the IRS indicated that the scope of the proposed adjustment would expand to include the 2011 and 2012periods. During 2014, the Company settled the calendar year 2010 audit adjustment for $5.0 million. Following are the components recognized in the Consolidated Balance Sheets for the payroll tax audits:
 DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
Accrued and other current liabilities$12,000
 $5,000
Other long-term liabilities, net
 12,000
 $12,000
 $17,000

In addition, a deferred income tax benefit was recorded for the allowable income tax credits for the payroll audits. As a result of the associated income tax benefit, the recognition of the liability had no impact on net income.


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12.11.           Long-term Debt, Net

Following is a summary of outstanding long-term debt:
 DECEMBER 28, 2014 DECEMBER 31, 2013
(in thousands, except interest rate)OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE
Senior Secured Credit Facility (1):       
Term loan A$296,250
 2.16% $
 %
Term loan B225,000
 3.50% 935,000
 3.50%
Revolving credit facility325,000
 2.16% 
 %
Total Senior Secured Credit Facility846,250
   935,000
  
2012 CMBS loan:       
First mortgage loan (2)299,765
 4.08% 311,644
 4.02%
First mezzanine loan85,127
 9.00% 86,131
 9.00%
Second mezzanine loan86,067
 11.25% 86,704
 11.25%
Total 2012 CMBS Loan470,959
   484,479
  
Capital lease obligations634
   1,255
  
Other long-term debt (3)4,073
 0.52% to 7.00%
 8,561
 0.58% to 7.00%
 1,321,916
   1,429,295
  
Less: current portion of long-term debt(25,964)   (13,546)  
Less: unamortized debt discount(6,073)   (10,152)  
Long-term debt, net$1,289,879
   $1,405,597
  
 DECEMBER 25, 2016 DECEMBER 27, 2015
(dollars in thousands)OUTSTANDING BALANCE INTEREST RATE OUTSTANDING BALANCE INTEREST RATE
Senior Secured Credit Facility:       
Term loan A (1)$258,750
 2.63% $277,500
 2.26%
Term loan A-1140,625
 2.70% 150,000
 2.34%
Revolving credit facility (1) (2)622,000
 2.67% 432,000
 2.29%
Total Senior Secured Credit Facility1,021,375
   859,500
  
PRP Mortgage Loan (2)47,202
 3.21% 
 %
2012 CMBS loan:       
First mortgage loan (1)
 % 289,588
 4.13%
First mezzanine loan
 % 84,028
 9.00%
Second mezzanine loan
 % 85,353
 11.25%
Total 2012 CMBS loan
   458,969
  
Financing obligations19,595
 7.45% to 7.60%
 1,361
 7.60%
Capital lease obligations2,364
   2,632
  
Other notes payable1,776
 0.00% to 7.00%
 931
 0.73% to 7.00%
Less: unamortized debt discount and issuance costs(2,827)   (6,529)  
Total debt, net1,089,485
   1,316,864
  
Less: current portion of long-term debt, net(35,079)   (31,853)  
Long-term debt, net$1,054,406
   $1,285,011
  
________________
(1)Subsequent to December 28, 2014, the Company made payments of $3.8 million, $10.0 million and $60.0 million on its Term loan A, Term loan B and revolving credit facility, respectively.
(2)Represents the weighted-average interest rate for the respective period.
(3)(2)Balance is comprisedSubsequent to December 25, 2016, the Company made payments of sale-leaseback obligations and uncollateralized notes payable. Interest rates presented relate to the notes payable.$19.2 million on its PRP Mortgage Loan.

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 Amendments - On October 26, 2012,May 16, 2014, OSI refinancedcompleted a refinancing of its outstanding senior secured credit facilities and entered into a credit agreement (“Credit Agreement”) with a syndicate of institutional lenders and financial institutions. The senior secured credit facility and entered into the Third Amendment (“Third Amendment”) to its existing credit agreement, dated October 26, 2012 (as amended, the “Credit Agreement”). The Credit Agreement, provided for senior secured financing (the “Senior Secured Credit Facility”) of up to $1.225 billion was comprised of a $1.0 billion Term loan B and a $225.0 million revolving credit facility, including letter of credit and swing line loan sub-facilities. The Term loan B was issued with an original issue discount of $10.0 million.

On April 10, 2013, OSI amended the Credit Agreement in connection with a repricing of the Term loan B. The terms of the amended Term loan B remained unchanged, but had a lower applicable interest rate than the existing senior secured Term loan B facility. In January 2014, the Credit Agreement was amended to align with the change in the Company’s fiscal year.

Amended Credit Agreement - OSI completed a refinancing of its Senior Secured Credit Facility and entered into an amendment to the Credit Agreement (“Amended Credit Agreement”) on May 16, 2014. The Amended Credit Agreement provides for senior secured financing of up to $1.125 billion, initially consisting of a new $300.0 million Term loan A, a $225.0 million Term loan B and a $600.0 million revolving credit facility, including letter of credit and swing line loan sub-facilities. The Term loan A and revolving credit facility mature May 16, 2019, and the Term loan B matures on October 26, 2019. The Term loan A was issued with a discount of $2.9 million.


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BLOOMIN’ BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


At closing, $400.0 million was drawn under the revolving credit facility. The proceeds of the Term loan A and the loans made at closing under theOSI’s existing revolving credit facility were usedfrom $600.0 million to $825.0 million in order to fully pay down a portion ofits existing Term loan B underon April 2, 2015.

OSI entered into the Fifth Amendment to its Credit Agreement (the “Fifth Amendment”) on December 11, 2015. The Fifth Amendment provided an incremental Term loan A-1 in an aggregate principal amount of $150.0 million, increased certain leverage ratio tests for purposes of restricted payments and mandatory prepayments and made certain other revisions to the terms of the Credit Agreement. The total indebtedness of the Company remained unchangedAgreement as a result of the refinancing.discussed below under Debt Covenants and Other Restrictions.

The Company may elect an interest rate for the Amended Credit Agreement at each reset period based on the Base Rate or the Eurocurrency Rate. 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 Eurocurrency rate with a one-month interest period plus

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1.0% (the “Base Rate”). The Eurocurrency Rate option is the seven, 30, 60, 90 or 180-day Eurocurrency rate (“Eurocurrency Rate”). The interest rates are as follows:
 BASE RATE ELECTION EUROCURRENCY RATE ELECTION
Term loan A, Term loan A-1 and revolving credit facility75 to 125 basis points over Base Rate 175 to 225 basis points over the Eurocurrency Rate
Term loan B150 basis points over Base Rate250 basis points over the Eurocurrency Rate

Since the effective date of the Amended Credit Agreement, the Company has elected the Eurocurrency rate as its primary interest rate. Under the terms of the Amended Credit Agreement, the Term loan B interest rate determined using the Base Rate and Eurocurrency rate has minimum rates of 2.00% and 1.00%, respectively.

Fees on letters of credit and the daily unused availability under the revolving credit facility as of December 28, 2014,25, 2016, were 2.13% and 0.30%, respectively. As of December 28, 2014, $29.625, 2016, $27.8 million of the revolving credit facility was committed for the issuance of letters of credit and not available for borrowing.

Substantially all of the assets of the Company’s domestic OSI subsidiaries collateralize the Senior Secured Credit Facility.

Commercial Mortgage-Backed SecuritiesPRP Mortgage Loan -Effective March 27, 2012, On February 11, 2016, New Private Restaurant Properties,Partners, LLC, and twoan indirect wholly-owned subsidiary of the Company’s other indirect wholly-owned subsidiaries (collectively, “New Company (“PRP”), as borrower, and Wells Fargo Bank, National Association, as lender (the “Lender”), entered into a commercial mortgage-backed securities loan agreement (the “2012 CMBS“PRP Mortgage Loan”) with German American Capital Corporation and Bank of America, N.A. The 2012 CMBS Loan totaled $500.0 million at origination and was originally comprised of a first mortgage loan in the amount of $324.8 million, collateralized by 261 of the Company’s properties, and two mezzanine loans totaling $175.2, pursuant to which PRP borrowed $300.0 million. The loans have aPRP Mortgage Loan has an initial maturity date of April 10, 2017.February 11, 2018 (the “Initial Maturity”) with an option to extend the Initial Maturity for one twelve-month extension period (the “Extension”) provided that certain conditions are satisfied. The PRP Mortgage Loan is collateralized by certain properties owned by PRP (“Collateral Properties”). PRP has also made negative pledges with respect to certain properties (“Unencumbered Properties”).
The proceeds of the PRP Mortgage Loan were used, together with borrowings under the Company’s revolving credit facility, to prepay a portion, and fully defease the remainder, of the 2012 CMBS loan. In connection with the defeasance, the Company recognized a loss of $26.6 million during the fiscal year ended December 25, 2016. Following the defeasance of the 2012 CMBS loan, $19.3 million of restricted cash was released.
The PRP Mortgage Loan bears interest, payable monthly, at a variable rate equal to 250 basis points above the seven-day LIBOR, subject to adjustment in certain circumstances.
The PRP Mortgage Loan permits the Company to refinance or sell the Collateral Properties and the Unencumbered Properties, subject to certain terms and conditions, including that specified release proceeds are applied against the outstanding loan balance.
On July 27, 2016, PRP and the Lender, entered into a First Amendment (the “Amendment”) to the PRP Mortgage Loan to provide for additional borrowings of $69.5 million.

The first mortgage loan has five fixed-rate componentsFinancing Obligation - In the fourth quarter of 2016, the Company sold six restaurant properties to third parties for aggregate proceeds of $18.5 million and the Company entered into lease agreements under which the Company agreed to lease back each of the properties for an initial term of 20 years. As the Company had continuing involvement in these restaurant properties, the sale of the properties does not qualify for sale-leaseback accounting. As a floating rate component. The fixed-rate components bear interest at rates ranging from 2.37% to 6.81% per annum. The floating rate component bears interest atresult, the aggregate proceeds have been recorded as a rate per annum equalfinancing obligation and the assets related to the 30-day London Interbank Offered Rate (“30-day LIBOR”), (with a floor of 1%) plus 2.37%. The first mezzanine loan bearssold and leased restaurant properties remain on the Company’s Consolidated Balance Sheet and continue to be depreciated. As such, the lease payments are recognized as interest at a rate of 9.00% per annum,expense. See Note 18 - Commitments and Contingencies for additional details regarding the second mezzanine loan bears interest at a rate of 11.25% per annum.financing obligation.

Debt Covenants and Other Restrictions - Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness; make significant payments; sell assets; pay dividends and other restricted payments; acquire certain assets; effect mergers and similar transactions; and effect certain other transactions with affiliates. The Amended Credit Agreement also has a financial covenant to maintain a specified quarterly Total Net Leverage Ratio (“TNLR”). TNLR is the ratio of Consolidated Total Debt (Current portion of long-term debt and Long-term debt, net) to Consolidated EBITDA (earnings before interest, taxes, depreciation and

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amortization and certain other adjustments). The TNLR may not exceed a level set at 5.00 to 1.00 through fiscal 2017, with a step down to a maximum level of 4.75 to 1.00 in fiscal 2018 and thereafter.
The 2012 CMBS Loan also requiresFifth Amendment to the CompanyCredit Agreement permits regular quarterly dividend payments, subject to maintain an interest rate cap (“Rate Cap”) to limit the volatilitycertain restrictions.
As of the floating rate component of the first mortgage loan within the 2012 CMBS Loan. See Note 16 - Derivative Instruments and Hedging Activities for further information.
At December 28, 201425, 2016 and December 31, 2013,27, 2015, the Company was in compliance with its debt covenants.

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Loss on Defeasance, Extinguishment and Modification of Debt - Following is a summary of loss on defeasance, extinguishment and modification of debt recorded in the Company’s Consolidated StatementStatements of Operations and Comprehensive Income:
 FISCAL YEAR
(in thousands)2014 (1) 2013 (2) 2012
2012 CMBS Loan refinancing$
 $
 $2,852
Retirement of OSI senior notes
 
 8,956
Refinancing of Senior Secured Credit Facility11,092
 
 9,149
Repricing Term loan B
 14,586
 
Loss on extinguishment and modification of debt$11,092
 $14,586
 $20,957
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Defeasance of 2012 CMBS Loan (1)$26,580
 $
 $
Modification of PRP Mortgage Loan (2)418
 
 
Refinancing of Senior Secured Credit Facility (3)
 2,956
 11,092
Loss on defeasance, extinguishment and modification of debt$26,998
 $2,956
 $11,092
________________
(1)The loss was comprised of a penalty of $23.2 million, write-offs of $5.5$1.7 million and $1.1 million of deferred financing fees and $4.9 million of unamortized debt discount, respectively, and a prepayment penaltythird-party financing costs of $0.7$0.6 million.
(2)The loss was comprised of a prepayment penalty of $9.8 million, third-party financing costscosts.
(3)Losses were comprised of $2.4write-offs of $1.4 million and the write-down of $1.2$5.5 million each of deferred financing fees and $1.2 million and $4.9 million of unamortized debt discount.discount for fiscal years 2015 and 2014, respectively. Losses also included third-party financing costs of $0.3 million in fiscal year 2015 and a prepayment penalty of $0.7 million in fiscal year 2014.

Deferred financing fees - The Company deferred $3.8$5.8 millionand $2.0 million of financing costs incurred to completein connection with the refinancingPRP Mortgage Loan and related amendment and Credit Agreement amendments in fiscal years 2016 and 2015, respectively. Deferred financing fees of $1.3 million incurred in connection with the modification of the Senior Secured Credit Facilityrevolving credit facility were recorded in fiscal year 2014. These deferred financing costs are included in the line item, Other assets, net in the Consolidated Balance Sheets.fiscal year 2015. All other deferred financing fees were recorded in Long-term debt, net.

Maturities - Following is a summary of principal payments of the Company’s total consolidated debt outstanding as of December 28, 2014:25, 2016:
(in thousands)DECEMBER 28, 2014
(dollars in thousands)DECEMBER 25,
2016
Year 1 (1)$27,601
$35,079
Year 240,147
76,086
Year 3460,983
957,701
Year 424,403
484
Year 5767,524
483
Thereafter1,258
19,652
Total$1,321,916
$1,089,485
________________
(1)Excludes unamortized discount of $1.6 million.

The following is a summary of required amortization payments for Term loan A:A and Term loan A-1 (dollars in thousands):
SCHEDULED QUARTERLY PAYMENT DATES (in thousands)
December 31, 2014 through June 30, 2016 $3,750
September 30, 2016 through June 30, 2018 $5,625
September 30, 2018 through March 31, 2019 $7,500

Since the inception of the Term loan B, OSI has made voluntary prepayments in excess of the remaining required amortization payments and, as a result, will not be required to make any further required amortization payments until the remaining balance of the loan reaches maturity in October 2019.
SCHEDULED QUARTERLY PAYMENT DATES TERM LOAN A TERM LOAN A-1
March 31, 2017 through June 30, 2018 $5,625
 $2,813
September 30, 2018 through March 31, 2019 $7,500
 $3,750

The Amended Credit Agreement contains mandatory prepayment requirements for Term loan A and Term loan B. Beginning with the fiscal year ended December 28, 2014, theA-1. The Company

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is required to prepay outstanding amounts under its term loansTerm loan A and Term loan A-1 with 50% of its annual excess cash flow, as defined in the Amended Credit Agreement. The amount of outstanding term loansTerm loan A and Term loan A-1 required to be prepaid in accordance with the debt covenants may vary based on the Company’s leverage ratio and year-endyear end results. Other than the required minimum amortization premiums of $33.8 million, the Company does not anticipate any other payments will be required through December 31, 2017.

12.     Other Long-term Liabilities, Net

Other long-term liabilities, net, consisted of the following:
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Accrued insurance liability$39,260
 $40,649
Unfavorable leases (1)41,778
 45,375
Chef and Restaurant Managing Partner deferred compensation obligations and deposits102,768
 134,470
Other long-term liabilities35,224
 41,014
 $219,030
 $261,508
_______________
(1)Net of accumulated amortization of $32.6 million and $29.8 million as of December 25, 2016 and December 27, 2015, respectively.

13.           Redeemable Noncontrolling Interests

Brazil Redeemable Noncontrolling Interests - In 2013, the Company, through its wholly-owned subsidiary, Outback Steakhouse Restaurantes Brasil S.A. (“OB Brasil”), completed the acquisition of a controlling interest in PGS Consultoria e Serviços Ltda. (the“Brazil Joint Venture”). As a result of the acquisition, the Company had a 90% interest and the former equity holders of PGS Participações Ltda, the Company’s joint venture partner (“Former Equity Holders”), retained a noncontrolling interest of 10% in the Brazil Joint Venture. The purchase agreement provided the Former Equity Holders with options to sell their remaining interests to OB Brasil and provided OB Brasil with options to purchase such remaining interests (the “Options”), in various amounts and at various times through 2018, subject to acceleration in certain circumstances. The Options were embedded features within the noncontrolling interest and were classified within the Company’s Consolidated Balance Sheets as Redeemable noncontrolling interests.

In 2016 and 2015, the Former Equity Holders exercised Options to sell their interests in the Brazil Joint Venture to the Company for total cash consideration of $27.3 million and $0.9 million, respectively. These transactions resulted in a reduction of $29.4 million and $0.6 million of Mezzanine equity and an increase of $2.1 million and $0.3 million of Additional paid-in capital during fiscal years 2016 and 2015, respectively. As a result of the exercise of the Options, the Company owns 100% of the Brazil Joint Venture as of December 25, 2016.

In connection with the acquisition of the remaining interests in the Brazil Joint Venture, the Company recognized a cumulative translation adjustment of $9.6 million, which resulted in an increase to Additional paid-in capital and a decrease to Accumulated other comprehensive loss during fiscal year 2016.

China Redeemable Noncontrolling Interests - The Company also consolidates a subsidiary in China, which has noncontrolling interests that are permitted to deliver subsidiary shares in exchange for cash at a future date.


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13.     Other Long-term Liabilities, Net

Other long-term liabilities, net, consisted of the following:
 DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
Accrued insurance liability$42,922
 $43,635
Unfavorable leases, net of accumulated amortization49,492
 54,843
Chef and managing partner deferred compensation obligations90,564
 109,529
Deferred gain on sale-leaseback transaction, net of accumulated amortization35,864
 36,910
Other long-term liabilities41,563
 41,869
 $260,405
 $286,786

The Company maintains an endorsement split-dollar insurance policy with a death benefit of $5.0 million for one of its current executive officers. The Company is the beneficiary of the policy to the extent of premiums paid or the cash value, whichever is greater, with the remaining death benefit being paid to personal beneficiaries designated by the executive officers.

During fiscal years 2014 and 2013, the Company terminated the split-dollar agreements with certain of its former executive officers for cash payments of $2.0 million and $5.2 million. Upon termination, the release of the death benefit and related liabilities less the associated cash termination payment resulted in net gains of $1.9 million and $4.7 million during fiscal years 2014 and 2013, which were recorded in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. As a result of the terminations, the Company became the sole and exclusive owner of the related split-dollar insurance policies and elected to cancel them.

AsRollforward ofDecember 28, 2014 and December 31, 2013, the Company had $1.2 million and $5.0 million, respectively, recorded in Other long-term liabilities, net in its Consolidated Balance Sheets for the outstanding obligations under the endorsement split-dollar insurance policies.

14. Redeemable Noncontrolling Interests

The Company consolidates subsidiaries in Brazil and China, each of which have noncontrolling interests that are permitted to deliver subsidiary shares in exchange for cash at a future date. - The following table presents a rollforward of Redeemable noncontrolling interests for fiscal year 2014:years 2016 and 2015:
FISCAL YEARFISCAL YEAR
(in thousands)2014
(dollars in thousands)2016 2015
Balance, beginning of period$21,984
$23,526
 $24,733
Change in redemption value of Redeemable noncontrolling interests2,024
 2,877
Net income attributable to Redeemable noncontrolling interests666
977
 1,005
Contributions by noncontrolling shareholders1,456
Transfer to redeemable noncontrolling interest627
Foreign currency translation attributable to Redeemable noncontrolling interests3,451
 (3,944)
Purchase of Redeemable noncontrolling interests(29,431) (584)
Out-of period adjustment - foreign currency translation attributable to Redeemable noncontrolling interests (1)
 (9,232)
Out-of period adjustment - change in redemption value of Redeemable noncontrolling interests (1)
 8,671
Balance, end of period$24,733
$547
 $23,526
________________
(1)In the third quarter of 2015, the Company identified and corrected errors in accounting for the allocation of foreign currency translation adjustments to Redeemable noncontrolling interests and fair value adjustments for Redeemable noncontrolling interests.

14.         Stockholders’ Equity
Share Repurchases - The following table presents a summary of the Company’s share repurchase programs for 2014, 2015 and 2016 (dollars in thousands):
SHARE REPURCHASE PROGRAM BOARD APPROVAL DATE AUTHORIZED REPURCHASED CANCELED REMAINING
2014 December 12, 2014 $100,000
 $100,000
 $
 $
2015 August 3, 2015 $100,000
 $69,999
 $30,001
 $
2016 February 12, 2016 $250,000
 $139,892
 $110,108
 $
July 2016 (1) July 26, 2016 $300,000
 $169,995
 $
 $130,005
________________
(1)In January 2017, the Company repurchased 1.1 million shares of its common stock for $20.0 million under a Rule 10b5-1 plan. The July 2016 Share Repurchase Program will expire on January 26, 2018.

Following is a summary of the shares repurchased under the Company’s share repurchase programs:
 NUMBER OF SHARES
(in thousands)
 AVERAGE REPURCHASE PRICE PER SHARE AMOUNT
(dollars in thousands)
 2016 2015 2016 2015 2016 2015
First fiscal quarter4,399
 2,759
 $17.05
 $25.37
 $75,000
 $70,000
Second fiscal quarter3,376
 1,370
 $19.22
 $21.90
 64,892
 30,000
Third fiscal quarter7,056
 2,914
 $19.13
 $20.59
 135,000
 59,999
Fourth fiscal quarter1,816
 602
 $19.27
 $16.60
 34,995
 10,000
Total common stock repurchases16,647
 7,645
 $18.62
 $22.24
 $309,887
 $169,999

As of December 28, 2014, the Company allocated Net income attributable to noncontrolling interests and performed a measurement of the redemption amount for Redeemable noncontrolling interests, including a fair value assessment. Based on the fair value assessment, no adjustment was required for fiscal year 2014.


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15.         Stockholders’ Equity
Public Offerings - During 2012, the Company completed an IPO of its common stock. In the offering, the Company issued and sold an aggregate of 14,196,845 shares of common stock at a price of $11.00 per share. The Company received net proceeds in the offering of $142.2 million after deducting underwriting discounts, commissions and offering-related expenses of $14.0 million. All of the net proceeds, together with cash on hand, was applied to retire OSI’s 10% senior notes due 2015.

In 2012, the retention bonus and the incentive bonus agreements with the Company’s CEO were amended. The remaining payments under each agreement were accelerated to a single lump sum payment of $22.4 million, which was paid upon the completion of the Company’s IPO in fiscal year 2012. In connection with the amended agreements, the Company recorded $18.1 million of accelerated bonus expense for fiscal year 2012 in General and administrative in its Consolidated Statement of Operations and Comprehensive Income.

Share Repurchases - In December 2014, the Company’s Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $100.0 million of its outstanding common stock. The authorization will expire on June 12, 2016. As of December 28, 2014, no shares had been repurchased under the program.

Dividends - The Company declared and paid dividends per share during the periods presented as follows:
 DIVIDENDS
PER SHARE
 AMOUNT
(dollars in thousands)
 2016 2015 2016 2015
First fiscal quarter$0.07
 0.06
 $8,238
 $7,423
Second fiscal quarter0.07
 0.06
 7,978
 7,391
Third fiscal quarter0.07
 0.06
 7,765
 7,333
Fourth fiscal quarter0.07
 0.06
 7,398
 7,185
Total cash dividends declared and paid$0.28
 $0.24
 $31,379
 $29,332

In December 2014,February 2017, the Board of Directors adopteddeclared a dividend policy under which it intends to declare quarterly cash dividends on shares of the Company’s common stock. On February 12, 2015, the Board of Directors declared the Company’s first quarterly cash dividend of $0.06$0.08 per share.share, payable on March 10, 2017 to shareholders of record at the close of business on February 27, 2017.

Acquisition of Limited Partnership Interests - During 2016, the Company purchased the remaining partnership interests in certain of the Company’s limited partnerships for five Outback Steakhouse restaurants for an aggregate purchase price of $3.4 million. These transactions resulted in a reduction of $2.5 million, net of tax, in Additional paid-in capital in the Company’s Consolidated Statement of Changes in Stockholders’ Equity during fiscal year 2016.

During 2014, the Company purchased the remaining partnership interests in certain of the Company’s limited partnerships that either owned or had a contractual right to varying percentages of cash flows in 37Bonefish Grill restaurants for an aggregate purchase price of $17.2 million. These transactions resulted in a reduction of $11.7 million, net of tax, in Additional paid-in capital in the Company’s Consolidated Statement of Changes in Stockholders’ Equity during fiscal year 2014.

The following table sets forth the effect of the acquisition of the limited partnership interests on stockholders’ equity attributable to Bloomin’ Brands for the following periods:
 NET INCOME ATTRIBUTABLE TO BLOOMIN’ BRANDS AND TRANSFERS TO NONCONTROLLING INTERESTS
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Net income attributable to Bloomin’ Brands$41,748
 $127,327
 $91,090
Transfers to noncontrolling interests:     
Decrease in Bloomin’ Brands additional paid-in capital for purchase of limited partnership interests(2,475) 
 (11,662)
Change from net income attributable to Bloomin’ Brands and transfers to noncontrolling interests$39,273
 $127,327
 $79,428

Accumulated Other Comprehensive Loss - TheFollowing are the components of Accumulated other comprehensive loss (“AOCL”), net of tax, are as follows::
(in thousands)FOREIGN CURRENCY TRANSLATION ADJUSTMENT UNREALIZED LOSSES ON DERIVATIVES ACCUMULATED OTHER COMPREHENSIVE LOSS
Balances as of December 31, 2013$(26,418) $
 $(26,418)
Other comprehensive loss, net of tax(31,731) (2,393) (34,124)
Balances as of December 28, 2014$(58,149) $(2,393) $(60,542)
(dollars in thousands)DECEMBER 25, 2016 DECEMBER 27, 2015
Foreign currency translation adjustment (1)$(107,509) $(141,176)
Unrealized losses on derivatives, net of tax(3,634) (6,191)
Accumulated other comprehensive loss$(111,143) $(147,367)
________________
(1)During the fiscal year 2016, approximately $16.8 million of the foreign currency translation adjustment in Accumulated other comprehensive loss was disposed of in connection with the sale of Outback Steakhouse South Korea.


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Following are the components of Other comprehensive (loss) income during the periods presented:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Bloomin’ Brands:     
Foreign currency translation adjustment$33,667
 $(92,259) $(31,731)
Out-of period adjustment - foreign currency translation (1)
 9,232
 
Total foreign currency translation adjustment$33,667
 $(83,027) $(31,731)
Unrealized loss on derivatives, net of tax (2)$(1,250) $(6,033) $(2,393)
Reclassification of adjustment for loss on derivatives included in Net income, net of tax (3)3,807
 2,235
 
Total unrealized gain (loss) on derivatives, net of tax$2,557
 $(3,798) $(2,393)
Other comprehensive income (loss) attributable to Bloomin’ Brands$36,224
 $(86,825) $(34,124)
      
Non-controlling interests:     
Foreign currency translation adjustment$(43) $9
 $
Other comprehensive (loss) income attributable to Non-controlling interests$(43) $9
 $
      
Redeemable non-controlling interests:     
Foreign currency translation adjustment$3,451
 $(3,944) $
Out-of period adjustment - foreign currency translation (1)
 (9,232) 
Total foreign currency translation adjustment$3,451
 $(13,176) $
Other comprehensive income (loss) attributable to Redeemable non-controlling interests$3,451
 $(13,176) $
________________
(1)
In the third quarter of 2015, the Company identified and corrected errors in accounting for the allocation of foreign currency translation adjustments to Redeemable noncontrolling interests. See Note 2 - Summary of Significant Accounting Policiesfor further details.
(2)Unrealized loss on derivatives is net of tax benefits of ($0.8) million, ($3.9) million and ($1.5) million for fiscal years 2016, 2015 and 2014, respectively.
(3)Reclassifications of adjustments for losses on derivatives are net of tax benefits of $2.4 million and $1.4 million for fiscal years 2016 and 2015, respectively.

Noncontrolling Interests - In 2015, certain former equity holders of PGS Par contributed approximately $3.2 million to the Company for a noncontrolling interest in a new concept in Brazil (Abbraccio).

16.15.           Derivative Instruments and Hedging Activities

Interest Rate Risk - The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company manages economic risks, including interest rate, 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 add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swapsswaps.
Currency Exchange Rate Risk - The Company is exposed to foreign currency exchange rate risk arising from transactions and an interest rate cap.balances denominated in currencies other than the U.S. dollar. The Company may use foreign currency forward contracts to manage certain foreign currency exposures.

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DESIGNATED HEDGES
Cash Flow Hedges of Interest Rate Risk - On September 9, 2014, the Company entered into variable-to-fixed interest rate swap agreements with eight counterparties to hedge a portion of the cash flows of the Company’s variable rate debt. The swap agreements have an aggregate notional amount of $400.0 million, a forward start date of June 30, 2015, and mature on May 16, 2019. Under the terms of the swap agreements, the Company will paypays a weighted-average fixed rate of 2.02% on the $400.0 million notional amount and receivereceives payments from the counterparty based on the 30-day LIBOR rate.

The interest rate swaps, which have been designated and qualify as a cash flow hedge, are recognized on the Company’s Consolidated Balance Sheets at fair value and are classified based on the instruments’ maturity dates. Fair value changes in the interest rate swaps are recognized in AOCL for all effective portions. Balances in AOCL are subsequently

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reclassified to earnings in the same period that the hedged interest payments affect earnings. The Company estimates $3.0$4.2 million will be reclassified to interest expense over the next twelve months.

The following table presents the fair value of the Company’s interest rate swaps as well as their classification on the Company’s Consolidated Balance Sheet:
(in thousands)DECEMBER 28, 2014 CONSOLIDATED BALANCE SHEET CLASSIFICATION
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
 CONSOLIDATED BALANCE SHEET CLASSIFICATION
Interest rate swaps - liability$2,617
 Accrued and other current liabilities$3,968
 $5,142
 Accrued and other current liabilities
Interest rate swaps - liability1,307
 Other long-term liabilities, net1,999
 5,007
 Other long-term liabilities, net
Total fair value of derivative instruments - liability (1)$3,924
 
Total fair value of derivative instruments (1)$5,967
 $10,149
 
    
Accrued interest$408
 $556
 Accrued and other current liabilities
____________________
(1)    See Note 1716 - Fair Value Measurements for fair value discussion of the interest rate swaps.

As of December 28, 2014, no interest expense related to the interest rate swaps is accrued in the Consolidated Balance Sheets or recognized in the Consolidated Statements of Operations and Comprehensive Income as the interest rate swaps are not effective until June 30, 2015. During fiscal year 2014, the Company did not recognize any gain or loss as a result of hedge ineffectiveness.

The following table summarizes the effects of the interest rate swapswaps on Net income for the Consolidated Statements of Operations and Comprehensive Income for fiscal year 2014:period indicated:
(in thousands) AMOUNT OF (LOSS) GAIN RECOGNIZED IN OTHER COMPREHENSIVE INCOME
Interest rate swaps $(3,924)
Income tax benefit 1,531
Net of income taxes $(2,393)
 FISCAL YEAR
(dollars in thousands)2016 2015
Interest rate swap expense recognized in Interest expense, net (1)$(6,241) $(3,664)
Income tax benefit recognized in Provision for income taxes2,434
 1,429
Total effects of the interest rate swaps on Net income$(3,807) $(2,235)
____________________
(1)
During fiscal years 2016 and 2015, the Company did not recognize any gain or loss as a result of hedge ineffectiveness.

The Company records its derivatives on the Consolidated Balance Sheets on a gross balance basis. The Company’s derivativesinterest rate swaps are subject to master netting arrangements. As of December 28, 2014,25, 2016, the Company did not have more than one derivative between the same counterparties and as such, there was no netting.

By utilizing the interest rate swaps, the Company is exposed to credit-related losses in the event that the counterparty fails to perform under the terms of the derivative contract. To mitigate this risk, the Company enters into derivative contracts with major financial institutions based upon credit ratings and other factors. The Company continually assesses the creditworthiness of its counterparties. As of December 28, 2014,25, 2016 and December 27, 2015, all counterparties to the interest rate swaps had performed in accordance with their contractual obligations.

The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if the repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on indebtedness.

As of December 28, 2014,25, 2016 and December 27, 2015, the fair value of the Company’s interest rate swaps in a net liability position, excludingwhich includes accrued interest but excludes any adjustment for nonperformance risk, was $4.0 million.$6.4 million and $10.9 million, respectively. As of December 28, 2014,25, 2016 and December 27, 2015, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 28, 2014, it could have been required to settle its obligations under the agreements at their termination value of $4.0 million.

NON-DESIGNATED HEDGES

Interest Rate Cap - The Company is required to maintain an interest Rate Cap to limit the volatility of the floating rate component of the first mortgage loan within the 2012 CMBS loan. In April 2014, the Company’s Rate Cap expired. In connection with the expiration of the Rate Cap, the Company entered into a replacement rate cap (“Replacement Rate Cap”), with a notional amount of $48.7 million. Under the Replacement Rate Cap, if the 30-day LIBOR rate

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exceeds 7.00% per annum, the counterparty must paycollateral related to these agreements. If the Company such excess onhad breached any of these provisions as of December 25, 2016 and December 27, 2015, it could have been required to settle its obligations under the notional amount of the floating rate component. The Replacement Rate Cap expires in April 2016. Changes in the fairagreements at their termination value of the Replacement Rate Cap were nominal for fiscal years 2014$6.4 million and 2013.$10.9 million, respectively.

NON-DESIGNATED HEDGES
Commodities - The Company’s restaurants are dependent upon energy to operate and are impacted by changes in energy prices, including natural gas. The Company utilizes derivative instruments with a notional amount of $2.7$0.8 million to mitigate some of its overall exposure to material increases in natural gas.

The following table presents the fair value of the Company’s commodity derivative instruments as well as their classification on the Consolidated Balance Sheet:
(in thousands)DECEMBER 28, 2014 CONSOLIDATED BALANCE SHEET CLASSIFICATION
Commodities - liability$566
 Accrued and other current liabilities
Total fair value of derivative instruments - liability$566
  

The following table summarizes the effects of commodity derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for fiscal year 2014:
(in thousands) LOCATION OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE AMOUNT OF (LOSS) GAIN RECOGNIZED IN INCOME ON DERIVATIVE
Commodities Other restaurant operating expense $(629)
Total   $(629)
Changes in the fair value of the commodity derivative instruments and any gains or losses were nominal for fiscal years 2013 and 2012.

17.16.           Fair Value Measurements

Fair Value Measurements on a Recurring Basis - The following table presents the Company’s fixed income, money market fundsfinancial assets and derivative instrumentsliabilities measured at fair value by hierarchy level on a recurring basis as of December 28, 201425, 2016 and December 31, 2013, aggregated by the level in the fair value hierarchy within which those measurements fall:27, 2015:
2014 2013DECEMBER 25, 2016 DECEMBER 27, 2015
(in thousands)TOTAL LEVEL 1 LEVEL 2 TOTAL LEVEL 1 LEVEL 2
(dollars in thousands)TOTAL LEVEL 1 LEVEL 2 TOTAL LEVEL 1 LEVEL 2
Assets:                      
Cash equivalents:                      
Fixed income funds$4,602
 $4,602
 $
 $9,849
 $9,849
 $
$90
 $90
 $
 $6,333
 $6,333
 $
Money market funds7,842
 7,842
 
 1,988
 1,988
 
18,607
 18,607
 
 7,168
 7,168
 
Restricted cash equivalents:                      
Fixed income funds552
 552
 
 551
 551
 
Money market funds3,360
 3,360
 
 68
 68
 
2,518
 2,518
 
 2,681
 2,681
 
Other current assets, net:           
Derivative instruments - foreign currency forward contracts
 
 
 59
 
 59
Total asset recurring fair value measurements$15,804
 $15,804
 $
 $11,905
 $11,905
 $
$21,767
 $21,767
 $
 $16,792
 $16,733
 $59
                      
Liabilities:                      
Accrued and other current liabilities:
                      
Derivative instruments - interest rate swaps$2,617
 $
 $2,617
 $
 $
 $
$3,968
 $
 $3,968
 $5,142
 $
 $5,142
Derivative instruments - commodities566
 
 566
 
 
 
157
 
 157
 583
 
 583
Other long-term liabilities           
Derivative instruments - foreign currency forward contracts
 
 
 703
 
 703
Other long-term liabilities:           
Derivative instruments - interest rate swaps1,307
 
 1,307
 
 
 
1,999
 
 1,999
 5,007
 
 5,007
Total liability recurring fair value measurements
$4,490
 $
 $4,490
 $
 $
 $
$6,124
 $
 $6,124
 $11,435
 $
 $11,435


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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 DerivativeThe Company’s derivative instruments primarily relate to theinclude interest rate swaps, interest rate capforeign currency forward contracts and commodities. Fair value measurements are based on the contractual terms of the derivatives and use observable market-based inputs. The interest rate swaps are valued using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives and usesderivative using observable market-based inputs including interest rate curves and credit spreads. The foreign currency forwards are valued by comparing the contracted forward exchange rate to the current market exchange rate. Key inputs for the valuation of the foreign currency forwards are spot rates, foreign currency forward rates, and the interest rate curve of the domestic currency. The Company incorporates credit valuation adjustments to reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. As of December 28, 2014,25, 2016 and December 27, 2015, the Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

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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, goodwill and other intangible assets, which are remeasured when carrying value exceeds fair value. The following table summarizes the fair value remeasurements for Assets held for sale and Property, fixtures and equipment for fiscal years 2014, 20132016, 2015 and 20122014 aggregated by the level in the fair value hierarchy within which those measurements fall:
2014 2013 20122016 2015 2014
(in thousands)CARRYING VALUE TOTAL IMPAIRMENT CARRYING VALUE TOTAL IMPAIRMENT CARRYING VALUE TOTAL IMPAIRMENT
(dollars in thousands)CARRYING VALUE TOTAL IMPAIRMENT CARRYING VALUE TOTAL IMPAIRMENT CARRYING VALUE TOTAL IMPAIRMENT
Assets held for sale (1)$9,613
 $23,974
 $
 $
 $
 $
$45,901
 $44,729
 $4,136
 $1,028
 $9,613
 $23,974
Property, fixtures and equipment (2)2,429
 13,097
 9,990
 19,761
 6,178
 10,584
21,450
 53,136
 3,634
 27,126
 2,429
 13,097
Other (3)39
 1,198
 
 
 
 
$12,042
 $37,071
 $9,990
 $19,761
 $6,178
 $10,584
$67,390
 $99,063
 $7,770
 $28,154
 $12,042
 $37,071
________________
(1)
Carrying value approximates fair value with all assets measured using Level 2 inputs.inputs (purchase contracts) to estimate the fair value. Refer to Note 43 - Impairments, Disposals and Exit Costs for discussion of impairments related to Outback Steakhouse South Korea, corporate airplanes and Roy’s.
(2)
Carrying value approximates fair value. Carrying values for assets measured using Level 2 inputs totaled $1.8$20.3 million, $8.3$2.5 million and $3.6$1.8 million for fiscal years 2014, 20132016, 2015 and 2012,2014, respectively. Assets measured using Level 3 inputs, had carrying values of $0.6$1.2 million, $1.6$1.1 million and $2.6$0.6 million for fiscal years 2016, 2015 and 2014, 2013respectively. Third-party market appraisals (Level 2) and 2012, respectively.discounted cash flow models (Level 3) were used to estimate the fair value. Refer to Note 43 - Impairments, Disposals and Exit Costs for discussion of impairments related to restaurant closure initiatives.the 2017 Closure Initiative, Bonefish Restructuring and International and Domestic Restaurant Closure Initiatives.

The Company used a third-party market appraisal (Level 2) and discounted cash flow models (Level 3) to estimate the fair value of the long-lived assets included in the table above. Projected future cash flows, including discount rate and growth rate assumptions, are derived from current economic conditions, expectations of management and projected trends of current operating results.
(3)Other primarily includes investment in unconsolidated affiliates and intangible assets. Carrying value approximates fair value with all assets measured using market appraisals (Level 2) to estimate the fair value.

Fair Value of Financial Instruments - The Company’s non-derivative financial instruments as of December 28, 201425, 2016 and December 31, 201327, 2015 consist of cash equivalents, restricted cash, accounts receivable, accounts payable and current and long-term debt. The fair values of cash equivalents, restricted cash, accounts receivable and accounts payable approximate their carrying amounts reported in the Company’s Consolidated Balance Sheets due to their short duration.


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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 as of December 28, 201425, 2016 and December 31, 201327, 2015 aggregated by the level in the fair value hierarchy in which those measurements fall:
2014 2013DECEMBER 25, 2016 DECEMBER 27, 2015
  FAIR VALUE   FAIR VALUE  FAIR VALUE   FAIR VALUE
(in thousands)CARRYING VALUE LEVEL 2 LEVEL 3 CARRYING VALUE LEVEL 2 LEVEL 3
(dollars in thousands)CARRYING VALUE LEVEL 2 LEVEL 3 CARRYING VALUE LEVEL 2 LEVEL 3
Senior Secured Credit Facility:                      
Term loan A$296,250
 $294,769
 $
 $
 $
 $
$258,750
 $257,780
 $
 $277,500
 $276,459
 $
Term loan B225,000
 222,188
 
 935,000
 936,169
 
Term loan A-1140,625
 140,098
 
 150,000
 149,438
 
Revolving credit facility325,000
 322,563
 
 
 
 
622,000
 617,335
 
 432,000
 429,300
 
CMBS loan:           
PRP Mortgage Loan47,202
 
 47,202
 
 
 
2012 CMBS loan:           
Mortgage loan299,765
 
 308,563
 311,644
 
 318,787

 
 
 289,588
 
 293,222
First mezzanine loan85,127
 
 85,187
 86,131
 
 86,131

 
 
 84,028
 
 83,608
Second mezzanine loan86,067
 
 86,988
 86,704
 
 87,571

 
 
 85,353
 
 85,780
Other notes payable2,722
 
 2,625
 6,186
 
 5,912
1,776
 
 1,659
 931
 
 918


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Fair value of debt is determined based on the following:
DEBT FACILITY METHODS AND ASSUMPTIONS
Senior Secured Credit Facility Quoted market prices in inactive markets.
PRP Mortgage Loan and
2012 CMBS loanLoan
 Assumptions derived from current conditions in the real estate and credit markets, changes in the underlying collateral and expectations of management.
Other notes payable Discounted cash flow approach. Discounted cash flow inputs primarily include cost of debt rates which are used to derive the present value factors for the determination of fair value.

18.17.           Income Taxes

The following table presents the domestic and foreign components of Income before provision for income taxes:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Domestic$124,157
 $112,674
 $43,744
$70,481
 $146,331
 $124,157
Foreign(4,187) 59,686
 29,666
(13,990) 24,523
 (4,187)
$119,970
 $172,360
 $73,410
$56,491
 $170,854
 $119,970

Provision (benefit) for income taxes consisted of the following:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Current provision:          
Federal$13,364
 $21,518
 $15
$43,071
 $17,952
 $13,364
State7,687
 10,196
 10,896
28,033
 5,962
 7,687
Foreign16,616
 9,681
 8,637
14,389
 11,384
 16,616
37,667
 41,395
 19,548
85,493
 35,298
 37,667
Deferred (benefit) provision:     
Deferred provision (benefit):     
Federal(8,842) (83,437) 397
(53,647) 2,514
 (8,842)
State688
 (347) (8,118)(21,316) 626
 688
Foreign(5,469) 181
 279
(386) 856
 (5,469)
(13,623) (83,603) (7,442)(75,349) 3,996
 (13,623)
Provision (benefit) for income taxes$24,044
 $(42,208) $12,106
Provision for income taxes$10,144
 $39,294
 $24,044


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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:
FISCAL YEARFISCAL YEAR
2014 2013 20122016 2015 2014
Income taxes at federal statutory rate35.0 % 35.0 % 35.0 %35.0 % 35.0 % 35.0 %
State and local income taxes, net of federal benefit3.2
 3.6
 2.2
8.2
 2.3
 3.2
Valuation allowance on deferred income tax assets1.5
 (30.6) 24.2
6.1
 1.7
 1.5
Employment-related credits, net(24.2) (22.3) (31.0)(53.5) (15.8) (24.2)
Net life insurance expense(0.8) (1.6) (1.3)(2.7) (0.3) (0.8)
Noncontrolling interests(1.2) (2.8) (7.8)(2.8) (0.8) (1.2)
Tax settlements and related adjustments1.7
 0.7
 (1.0)(0.2) (0.1) 1.7
Gain on remeasurement of equity method investment
 (6.8) 
Sale of Outback Steakhouse South Korea27.4
 
 
Foreign rate differential2.7
 (1.4) (4.5)0.8
 0.6
 2.7
Other, net2.1
 1.7
 0.7
(0.3) 0.4
 2.1
Total20.0 % (24.5)% 16.5 %18.0 % 23.0 % 20.0 %

The net decrease in the effective income tax rate in fiscal year 2016 as compared to fiscal year 2015 was primarily due to benefits from employment-related credits being a higher percentage of net income in 2016 and a change in the amount and mix of income and losses across the Company’s domestic and international subsidiaries, partially offset by the sale of Outback Steakhouse South Korea.

The net increase in the effective income tax rate in fiscal year 20142015 as compared to fiscal year 20132014 was primarily due to the release of the domestic valuation allowance in 2013, the exclusion of gain on remeasurement of equity method investment in 2013 and a change in the blendamount and mix of income and losses across the Company’s domestic and international subsidiaries.

The net decrease in the effective income tax rate in fiscal year 2013 as compared to fiscal year 2012 was primarily due to the benefit of the release of valuation allowance in the second quarter of fiscal year 2013subsidiaries and the exclusion of gain on remeasurement of equity method investment, which was partially offset by the benefit of the employment-related credits and the elimination of noncontrolling interests together being a smaller percentage of pretax income.payroll tax audit settlements.

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:
DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Deferred income tax assets:      
Deferred rent$46,226
 $40,555
$57,783
 $53,426
Insurance reserves22,082
 23,226
23,906
 22,716
Unearned revenue16,248
 13,494
19,566
 18,029
Deferred compensation70,849
 66,607
62,389
 65,100
Net operating loss carryforwards9,193
 5,612
6,036
 8,176
Federal tax credit carryforwards160,266
 155,321
58,963
 148,447
Partner deposits and accrued partner obligations18,026
 22,586
8,245
 13,248
Other, net11,585
 2,594
8,309
 11,813
Gross deferred income tax assets354,475
 329,995
245,197
 340,955
Less: valuation allowance(5,658) (4,526)(7,220) (4,088)
Net deferred income tax assets348,817
 325,469
237,977
 336,867
Deferred income tax liabilities:      
Less: property, fixtures and equipment basis differences(198,532) (184,984)(37,847) (197,604)
Less: intangible asset basis differences(155,741) (160,111)(155,053) (150,997)
Less: deferred gain on extinguishment of debt(45,782) (57,231)(23,022) (34,181)
Net deferred income tax liabilities$(51,238) $(76,857)
Net deferred income tax assets (liabilities)$22,055
 $(45,915)

Undistributed Earnings - The Company had aggregate undistributed earnings of $60.6 million for foreign subsidiaries, which it considers to be permanently reinvested and are expected to continue to be permanently reinvested. As such,

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Valuation Allowance - In 2013, the Company released $67.7 million of the valuation allowance related to U.S. deferred income tax assets based on the expectation that the Company will maintain a cumulative income position in the future to utilize deferred tax assets. Of the $67.7 million valuation allowance release, $52.0 million was recorded as income tax benefit and $15.7 million was recorded as an increase to Additional paid-in capital. As the general business tax credits were expected to be realized due to current year and future year’s income, the portion attributable to future year’s income, or $44.8 million, was released as a discrete event in 2013. The remainder was attributable to current year activity as income was realized and impacted the 2013 effective income tax rate.

Undistributed Earnings - A provision for income taxes has not been recorded for United States or additional foreign taxes on undistributed earnings related to the Company’s foreign affiliates as these earnings were and are expected to continue to be permanently reinvested. The aggregate undistributed earnings of the Company’s foreign subsidiaries for which no deferred tax liability has been recorded is $147.7 million as of December 28, 2014.25, 2016. If the Company identifies an exception to its reinvestment policy of undistributed earnings, additional tax liabilities will be recorded. It is not practical to determine the amount of unrecognized deferred income tax liabilities on the undistributed earnings.earnings the Company considers to be permanently reinvested.

Tax Carryforwards - The amount and expiration dates of tax loss carryforwards and credit carryforwards as of December 28, 201425, 2016 are as follows:
(in thousands)EXPIRATION DATE AMOUNT
United States state loss carryforwards2020-2033 $13,631
(dollars in thousands)EXPIRATION DATE AMOUNT
United States federal tax credit carryforwards2031-2034 $156,794
2026-2036 $71,335
Foreign loss carryforwards2017-indefinite $31,482
2017-Indefinite $22,514

Unrecognized Tax Benefits - As of December 28, 201425, 2016 and December 31, 201327, 2015, the liability for unrecognized tax benefits was $17.6$19.6 million and $17.119.4 million, respectively. Of the total amount of unrecognized tax benefits, including accrued interest and penalties, $18.3$18.9 million and $17.219.3 million, respectively, if recognized, would impact the Company’s effective tax rate.

The following table summarizes the activity related to the Company’s unrecognized tax benefits:
(in thousands)2014 2013 2012
FISCAL YEAR
(dollars in thousands)2016 2015 2014
Balance as of beginning of year$17,068
 $13,591
 $14,039
$19,430
 $17,563
 $17,068
Additions for tax positions taken during a prior period2,177
 73
 416
476
 3,022
 2,177
Reductions for tax positions taken during a prior period(422) (26) (291)(430) (848) (422)
Additions for tax positions taken during the current period2,649
 1,960
 2,153
2,472
 2,305
 2,649
Additions for tax positions on acquisition
 2,799
 
Settlements with taxing authorities(3,935) (488) (1,788)(391) (1,078) (3,935)
Lapses in the applicable statutes of limitations(120) (841) (938)(2,230) (540) (120)
Translation adjustments146
 
 
256
 (994) 146
Balance as of end of year$17,563
 $17,068
 $13,591
$19,583
 $19,430
 $17,563

The Company recognizes interest and penalties related to uncertain tax positions in Provision (benefit) for income taxes. The Company recognized an expensea benefit related to interest and penalties of $1.5$0.4 million a benefitand $0.6 million and an expense of $0.2 million and a benefit of $0.61.5 million for fiscal years 20142016, 20132015 and 2012,2014, respectively. The Company had approximately $2.2$1.2 million and $2.1$1.6 million accrued for the payment of interest and penalties accrued atas of December 28, 201425, 2016 and December 31, 201327, 2015 respectively.

Since timingIn many cases, the Company’s uncertain tax positions are related to tax years that remain the subject to examination by relevant taxable authorities. Based on the outcome of these examinations, or a result of the resolution and/or closureexpiration of audits is not certain, the Company does not believestatute of limitations for specific jurisdictions, it is reasonably possible that itsthe related recorded unrecognized tax benefits would materiallyfor tax positions taken on previously filed tax returns will change inby approximately $1.0 million to $2.0 million within the next 12twelve months.


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Open Tax Years - Following is a summary of the open audit years by jurisdiction:
OPEN AUDIT YEARSOPEN AUDIT YEARS
United States federal2007-20132007-2015
United States states2001-20132001-2015
Foreign2007-20132009-2015

The Company is currentlywas previously under examination by tax authorities in South Korea for the 2008 to 2012 tax years. In connection with thisthe examination, the Company was assessed an additional $7.9and paid $6.7 million of tax obligations. The Company has appealed the assessment. In order to enter into the appeal, the Company was required to deposit the amount

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is currently seeking relief from double taxation through competent authority. Accordingly, the Company has not recorded any tax expense related to the assessment in South Korea.

19.18.           Commitments and Contingencies

Operating Leases - The Company leases restaurant and office facilities and certain equipment under operating leases mainly having initial terms expiring between 20152017 and 2032.2036. The restaurant facility leases have renewal clauses primarily from five to 30 years, exercisable at the option of the Company. Certain of these leases require the payment of contingent rentals leased on a percentage of gross revenues, as defined by the terms of the applicable lease agreement.

Total rent expense is as follows for the periods indicated:
FISCAL YEARFISCAL YEAR
(in thousands)2014 2013 2012
(dollars in thousands)2016 2015 2014
Rent expense (1)$169,701
 $156,720
 $140,866
$173,507
 $164,754
 $169,701
____________________
(1)
Includes contingent rent expense of $5.9 million, $8.0 million, $6.57.4 million and $6.18.0 million for fiscal years 20142016, 20132015 and 20122014, respectively.

As of December 28, 201425, 2016, future minimum rental payments under non-cancelable operating leases are as follows:
(in thousands) 
2015$146,855
2016131,858
(dollars in thousands) 
2017113,210
$174,019
201897,241
163,721
201979,700
149,516
2020135,998
2021120,150
Thereafter444,042
905,650
Total minimum lease payments (1)$1,012,906
$1,649,054
____________________
(1)Total minimum lease payments have not been reduced by minimum sublease rentals of $2.1$6.3 million due in future periods under non-cancelable subleases.

Financing Obligation - Following is a summary of the Company’s minimum financing payments during the initial term of the various leases as of December 25, 2016:
(dollars in thousands)DECEMBER 25,
2016
Year 1$1,182
Year 21,202
Year 31,224
Year 41,245
Year 51,267
Thereafter21,519
Total (1)$27,639
____________________
(1)
Refer to Note 11 - Long-term Debt, Net for additional details regarding the Company’s financing obligation.

Purchase Obligations - Purchase obligations were $563.2$439.4 million and $439.8$509.7 million atas of December 28, 201425, 2016 and December 31, 2013,27, 2015, respectively. These purchase obligations are primarily due within threefive years, however, commitments with various vendors extend through December 2021.April 2022. Outstanding commitments consist primarily of beef, seafood and other food and beverage products related to normal business operations and contracts for advertising, technology and restaurant level service contracts.contracts, advertising and technology. In 2014,2016, the Company purchased more than 90%85% of its U.S. beef raw materials from four beef suppliers that represent more than 90%approximately 83% of the total beef marketplace in the U.S.

Litigation and Other Matters - The matter set forth below is subject to uncertainties and outcomes that are not predictable with certainty. The Company is unable to estimate a range of reasonably possible loss for the matter described below as the proceedings are at stages where significant uncertainty exists as to the legal or factual issues. The Company

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provides disclosure of matters when management believes it is reasonably possible the impact may be material
Litigation and Other Matters - In relation to the consolidated financial statements.various legal matters discussed below, the Company had $3.5 million and $4.5 million of liability recorded as of December 25, 2016 and December 27, 2015, respectively. During fiscal years 2016, 2015 and 2014, the Company recognized $4.0 million, $4.6 million and $1.2 million, respectively, in Other restaurant operating expenses in its Consolidated Statements of Operations and Comprehensive Income for legal settlements.

In November 2015, David Sears and Elizabeth Thomas, two former Outback Managers (“Manager Plaintiffs”), sent a demand letter seeking unpaid overtime compensation on behalf of all Managers and Kitchen Managers employed at Outback Steakhouse restaurants from November 2012 to present. The Manager Plaintiffs claim that Managers were not assigned sufficient management duties to qualify as exempt from overtime. In December 2016, the Company agreed to a tentative class settlement for eligible Kitchen Managers and has accrued a settlement, inclusive of legal fees, of $2.4 million in fiscal year 2016.

On October 4, 2013, two then currentthen-current employees (the “Nevada Plaintiffs”) filed a purported collective action lawsuit against the Company, OSI Restaurant Partners, LLC, and two of its subsidiaries in the U.S. District Court for the District of Nevada (Cardoza, et al. v. Bloomin’ Brands, Inc., et al., Case No.: 2:13-cv-01820-JAD-NJK). The complaint alleges violations of the Fair Labor Standards Act by requiring employees to work off the clock, complete on-line training without pay, and attend meetings in the restaurant without pay. The suit seeks to certify a nationwide collective action thatpermitted all hourly employees in all Outback Steakhouse restaurants would be permitted to join. The suit seeksrequested an unspecified amount in back pay for the employees that joinjoined the lawsuit, an equal amount in liquidated damages, costs, expenses, and attorney’s fees. The Nevada Plaintiffs also filed a companion lawsuit in Nevada state court alleging that the Company violated the state break time rules. On October 27, 2014In November 2015, the Company reached a tentative settlement agreement resolving all claims and the cost of class administration for $3.2 million. The Court conditionally certified a class for notice purposes consisting of all employees that worked at a company-owned Outback Steakhouse between October 27, 2011issued final approval in November 2016 and October 27, 2014. Thethe Company subsequently filed a Motion to Reconsidermade payment during the October 27, 2014 order. On February 5, 2015 the Court denied the Company’s Motion to reconsider the October 27, 2014 order granting conditional certification. The Company believes these lawsuits are without merit, and is vigorously defending all allegations.

On November 8, 2013, three employeesfourth quarter of the Company’s franchisee (collectively, the “California Plaintiffs”) filed a purported class action lawsuit against the Company, OSI and OS Restaurant Services, LLC, two of its subsidiaries, and T-Bird Restaurant Group, Inc. (“T-Bird”), one of its franchisees, in the California Superior Court, County of Alameda. The defendants removed the matter to the U.S. District Court for the Northern District of California in December 2013 (Holly Gehl, et al. v. Bloomin’ Brands, Inc., et al., Case No.: 4:13-cv-05961-KAW). The complaint alleged, among other things, violations of the California Labor Code, failure to pay overtime, failure to provide meal and rest periods and termination compensation, and violations of California’s Business and Professions Code. On September 23, 2014, the California Plaintiffs’ agreed to dismiss Bloomin’ Brands and its related entities as defendants.2016.

In addition, the Company is subject to legal proceedings, claims and liabilities, such as liquor liability, sexual harassment and slip and fall cases, which arise in the ordinary course of business and are generally covered by insurance if they exceed specified retention or deductible amounts. In the opinion of management, the amount of ultimate liability with respect to those actions will not have a material adverse impact on the Company’s financial position or results of operations and cash flows.

Insurance - As of December 28, 2014,25, 2016, the future payments the Company expects for workers’ compensation, general liability and health insurance claims are:
(in thousands) 
2015$19,515
201612,459
20178,041
20184,959
20192,614
Thereafter16,569
 $64,157


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Discount rates of 0.83% and 0.78% were used for December 28, 2014 and December 31, 2013, respectively. A reconciliation of the expected aggregate undiscounted reserves to the discounted reserves for workers’ compensation, general liability and health insurance claims recognized in the Company’s Consolidated Balance Sheets is as follows:
 DECEMBER 28, DECEMBER 31,
(in thousands)2014 2013
Undiscounted reserves$64,157
 $66,109
Discount$(1,780) $(1,764)
Discounted reserves recognized in the Consolidated Balance Sheets:   
Accrued and other current liabilities$19,455
 $20,710
Other long-term liabilities, net42,922
 43,635
 $62,377
 $64,345

20.           Related Parties
(dollars in thousands) 
2017$23,652
201813,467
20198,934
20205,066
20212,803
Thereafter11,549
 $65,471

On May 10, 2012, the Company entered into an amendment to its management agreement with Kangaroo Management Company I, LLC, whose members are the Founders and entities affiliated with Bain Capital and Catterton. In accordance with the terms of the amendment, the management agreement terminated immediately prior to the completion of the Company’s IPO. Management fees of $13.8 million, including a termination fee, out-of-pocket and other reimbursable expenses, for fiscal year 2012 were included in General and administrative expenses in the Company’s Consolidated Statements of Operations and Comprehensive Income.

21.           Selected Quarterly Financial Data (Unaudited)

2014 FISCAL QUARTERS
(in thousands, except per share data)
FIRST (1) SECOND (1) THIRD (1) FOURTH (1)
Total revenues$1,157,859
 $1,110,912
 $1,065,454
 $1,108,486
Income (loss) from operations90,026
 62,391
 (1,121) 40,668
Net income (loss)55,100
 27,722
 (10,830) 23,934
Net income (loss) attributable to Bloomin’ Brands53,733
 26,391
 (11,443) 22,409
Earnings (loss) per share:       
  Basic$0.43
 $0.21
 $(0.09) $0.18
  Diluted$0.42
 $0.21
 $(0.09) $0.17
2013 FISCAL QUARTERS
(in thousands, except per share data)
FIRST (2) SECOND (2) THIRD (2) FOURTH (2)
Total revenues$1,092,250
 $1,018,856
 $967,569
 $1,050,555
Income from operations96,860
 67,886
 29,510
 31,101
Net income65,056
 76,464
 12,134
 60,914
Net income attributable to Bloomin’ Brands63,223
 74,868
 11,294
 58,982
Earnings per share:       
  Basic$0.52
 $0.61
 $0.09
 $0.48
  Diluted$0.50
 $0.58
 $0.09
 $0.46
____________________
(1)Total revenues in the first, third and fourth quarters of 2014 include $7.5 million, $6.9 million and $31.6 million, respectively, of less restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2014 includes $4.9 million of pre-tax restaurant closing charges incurred in connection with the Domestic Restaurant Closure Initiative. Income from operations in the third and fourth quarters of 2014 includes asset impairment charges of $16.6 million and $7.4 million, respectively, associated with the Company’s decision to sell its Roy’s concept and corporate aircraft. Income from operations in the third and fourth quarters of 2014 includes $11.6 million and $10.3 million, respectively, of pre-tax impairments and restaurant closing costs incurred in connection with the International Restaurant Closure Initiative and $5.4 million and $3.6 million, respectively, of severance expense incurred as a result of the Company’s organizational realignment. Net income in the first, third and fourth quarters of 2014 includes $1.5 million, $1.4 million and $6.3 million, respectively, of less net income due to a change in the Company’s fiscal year end. Net

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Discount rates of 1.32% and 1.08% were used for December 25, 2016 and December 27, 2015, respectively. A reconciliation of the expected aggregate undiscounted reserves to the discounted reserves for insurance claims recognized in the Company’s Consolidated Balance Sheets is as follows:
(dollars in thousands)DECEMBER 25,
2016
 DECEMBER 27,
2015
Undiscounted reserves$65,471
 $63,791
Discount(2,678) (2,318)
Discounted reserves$62,793
 $61,473
    
Discounted reserves recognized in the Company’s Consolidated Balance Sheets:   
Accrued and other current liabilities$23,533
 $20,824
Other long-term liabilities, net39,260
 40,649
 $62,793
 $61,473

19.    Segment Reporting

The Company has two reportable segments, U.S. and International, which reflects how the Company manages its business, reviews operating performance and allocates resources. The U.S. segment includes all brands operating in the U.S. while brands operating outside the U.S. are included in the International segment. 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. Following is a summary of reporting segments as of December 25, 2016:
SEGMENTCONCEPTGEOGRAPHIC LOCATION
U.S.Outback SteakhouseUnited States of America
Carrabba’s Italian Grill
Bonefish Grill
Fleming’s Prime Steakhouse & Wine Bar
InternationalOutback SteakhouseBrazil, Hong Kong, China
Carrabba’s Italian Grill (Abbraccio)Brazil

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 include no intersegment revenues. Excluded from income from operations for U.S. and International are certain legal and corporate costs not directly related to the second quarterperformance of 2014 includes an $11.1 million loss in connection withthe segments, certain stock-based compensation expenses and certain bonus expense.

Prior to 2016, certain insurance expenses were not allocated to the Company’s concepts as these expenses were reviewed and evaluated on a refinancingCompany-wide basis and therefore, these costs were excluded from segment restaurant-level operating margin and income from operations. In 2016, the Company’s management changed how insurance expenses related to its restaurants are reviewed and now considers those costs when evaluating the operating performance of the Company’s Senior Secured Credit Facility.concepts. Accordingly, the Company has recast all prior period segment information to reflect this change.


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The following table is a summary of Total revenue by segment:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Total revenues     
U.S.$3,797,309
 $3,879,743
 $3,854,279
International455,003
 497,933
 588,432
Total revenues$4,252,312
 $4,377,676
 $4,442,711
The following table is a reconciliation of Segment income (loss) from operations to Income before provision for income taxes:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Segment income (loss) from operations     
U.S.$286,683
 $348,731
 $327,693
International(5,954) 34,597
 25,020
Total segment income from operations280,729
 383,328
 352,713
Unallocated corporate operating expense(153,123) (152,403) (160,749)
Total income from operations127,606
 230,925
 191,964
Loss on defeasance, extinguishment and modification of debt(26,998) (2,956) (11,092)
Other income (expense), net1,609
 (939) (1,244)
Interest expense, net(45,726) (56,176) (59,658)
Income before provision for income taxes$56,491
 $170,854
 $119,970

The following table is a summary of Depreciation and amortization expense by segment:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Depreciation and amortization     
U.S.$155,434
 $151,868
 $147,686
International26,013
 26,736
 29,705
Corporate12,391
 11,795
 13,520
Total depreciation and amortization$193,838
 $190,399
 $190,911

The following table is a summary of capital expenditures by segment:
 FISCAL YEAR
(dollars in thousands)2016 2015 2014
Capital expenditures     
U.S.$211,855
 $153,445
 $174,952
International40,662
 46,803
 55,594
Corporate17,671
 10,015
 7,322
Total capital expenditures$270,188
 $210,263
 $237,868


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The following table sets forth Total assets by segment:
(dollars in thousands)DECEMBER 25, 2016 DECEMBER 27, 2015
Assets   
U.S.$1,995,227
 $2,405,196
International436,024
 472,518
Corporate211,028
 154,855
Total assets$2,642,279
 $3,032,569

International assets are defined as assets residing in a country other than the U.S. The following table details long-lived assets, excluding goodwill, intangible assets and deferred tax assets, by major geographic area:
(dollars in thousands)DECEMBER 25, 2016 DECEMBER 27, 2015
U.S.$1,231,154
 $1,601,691
International136,264
 156,905
 $1,367,418
 $1,758,596

20.    Selected Quarterly Financial Data (Unaudited)

2016 FISCAL QUARTERS
(dollars in thousands, except per share data)
FIRST (1) SECOND (1) THIRD (1) FOURTH (1)
Total revenues$1,164,188
 $1,078,588
 $1,005,387
 $1,004,149
Income (loss) from operations86,684
 13,333
 31,734
 (4,145)
Net income (loss)35,883
 (8,065) 21,228
 (2,699)
Net income (loss) attributable to Bloomin’ Brands34,475
 (9,177) 20,733
 (4,283)
Earnings (loss) per share:       
  Basic$0.29
 $(0.08) $0.19
 $(0.04)
  Diluted$0.29
 $(0.08) $0.18
 $(0.04)
2015 FISCAL QUARTERS
(dollars in thousands, except per share data)
FIRST (2) SECOND (2) THIRD (2) FOURTH (2)
Total revenues$1,202,059
 $1,099,597
 $1,026,721
 $1,049,299
Income from operations97,701
 62,585
 38,724
 31,915
Net income62,082
 33,056
 17,405
 19,017
Net income attributable to Bloomin’ Brands60,588
 32,226
 16,811
 17,702
Earnings per share:       
  Basic$0.48
 $0.26
 $0.14
 $0.15
  Diluted$0.47
 $0.26
 $0.13
 $0.14
____________________
(2)(1)Income from operations in the thirdfirst quarter includes $3.6 million of restaurant closing costs incurred in connection with the Bonefish Restructuring. Income from operations in the second quarter of 2016 includes $39.6 million of asset impairment charges and fourth quarters of 2013 includes $5.0 million and $12.0 million, respectively, of expensesrelated costs associated with a payroll tax contingency.the Company’s decision to sell its Outback South Korea subsidiary. Income from operations in the third quarter of 2016 includes $3.2 million of asset impairment charges and related costs for its Puerto Rico subsidiary. Income from operations in the fourth quarter of 20132016 includes: (i) $46.5 million of pre-tax asset impairments incurred offset by the reversal of $3.3 million of deferred rent liabilities in connection with the 2017 Closure Initiative, (ii) $6.4 million of asset impairments and closing costs related to the relocation of certain restaurants and (iii) $3.6 million of severance related to restructuring of certain functions. Net income for the first quarter of 2016 includes impairment charges$26.6 million related to the defeasance of $18.7the 2012 CMBS loan.
(2)Total revenues in the first quarter of 2015 include $24.3 million higher restaurant sales due to a change in the Company’s fiscal year end. Income from operations in the first quarter of 2015 includes $7.7 million of pre-tax impairments and restaurant closing costs incurred in connection with the Domestic and International Restaurant Closure Initiative.Initiatives. Income from operations in the fourth quarter includes $24.2 million of pre-tax asset impairments incurred in connection with the Bonefish Restructuring. Net income for the second quarter of 2015 includes $2.6 million of loss in connection with a refinancing of the Company’s Senior Secured Credit Facility. Net income in the secondfirst quarter of 20132015 includes an$4.9 million of less net income tax benefit of $52.0 million relateddue to a reduction of the U.S. valuation allowance and a $14.6 million loss related to the repricing ofchange in the Company’s Term Loan B. As a result of the Company’s acquisition of a controlling interest in the Brazil Joint Venture, net income in the fourth quarter of 2013 includes a gain of $36.6 million from the remeasurement of the previously held equity investment.fiscal year end.



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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial and Administrative Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Administrative Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial and Administrative Officer concluded that our disclosure controls and procedures were effective as of December 28, 2014.25, 2016.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effectManagement’s report on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On May 14, 2013 the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) issued an updated version of its Internal Control—Integrated Framework (“2013 Framework”). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial and Administrative Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting asand the attestation report of December 28, 2014 using the 2013 Framework. Based uponPricewaterhouseCoopers LLP, our evaluation, management concluded thatindependent registered certified public accounting firm, on our internal control over financial reporting was effective asare included in Item 8, Financial Statements and Supplementary Data, of December 28, 2014.

The effectiveness of our internal control over financial reporting as of December 28, 2014 has been audited by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, as stated in their report which is included herein, and which expresses an unqualified opinionthis Annual Report on the effectiveness of the Company’s internal control over financial reporting as of December 28, 2014.Form 10-K.


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Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recent quarter ended December 28, 201425, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.


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PART III
Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item relating to our directors and nominees will be included under the captions “Proposal No. 1: Election1-Election of Directors—Directors: Nominees for Election at this Annual Meeting” and “—Directors Continuing in Office” in our definitive Proxy Statement for the 20152017 Annual Meeting of Stockholders which will be filed with the SEC no later than 120 days after December 28, 2014(“Definitive Proxy Statement”) and is incorporated herein by reference.

The information required by this item regarding our Audit Committee will be included under the caption “Proposal No. 1: Election of Directors—Board Committees and Meetings” in our Definitive Proxy Statement and is incorporated herein by reference.

The information required by this item relating to our executive officers is included under the caption “Executive Officers of the Registrant” in Part I of this Annual Report on Form 10-K.

The information required by this item regarding compliance with Section 16(a) of the Securities Act of 1934 will be included under the caption “Ownership of Securities—Section 16(a) Beneficial Ownership Reporting Compliance” in our Definitive Proxy Statement and is incorporated herein by reference.

We have adopted a Business Conduct and Code of Ethics that applies to all employees. A copy of our Business Conduct and Code of Ethics is available on our website, free of charge. The Internet address for our website is www.bloominbrands.com, , and the Business Conduct and Code of Ethics may be found fromon our main webpage by clicking first on “Investors” and then on “Corporate Governance” and next on “Code of Business Conduct and Ethics.”

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, on the webpage found by clicking through to “Code of Business Conduct and Ethics” as specified above.

The information required by this item regarding our Audit Committee will be included under the caption “Proposal No. 1: Election of Directors—Board Committees and Meetings” in our Definitive Proxy Statement and is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this item will be included under the captions “Proposal No. 1: Election of Directors—Director Compensation” and “Executive Compensation and Related Information” in our Definitive Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item relating to security ownership of certain beneficial owners and management will be included under the caption “Ownership of Securities” in our Definitive Proxy Statement and is incorporated herein by reference.

The information relating to securities authorized for issuance under equity compensation plans is included under the caption “Securities Authorized for Issuance Under Equity Compensation Plans” in Item 5 of this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item relating to transactions with related persons will be included under the caption “Certain Relationships and Related Party Transactions,” and the information required by this item relating to director independence will be included under the caption “Proposal No. 1: Election of Directors—Independent Directors,” in each case in our Definitive Proxy Statement, and is incorporated herein by reference.


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Item 14. Principal Accounting Fees and Services

The information required by this item will be included under the captions “Proposal No. 2: Ratification of Independent Registered Certified Public Accounting Firm—Principal Accountant Fees and Services” and “—Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Certified Public Accounting Firm” in our Definitive Proxy Statement and is incorporated herein by reference.


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PART IV

Item 15. Exhibits and Financial Statement Schedules.
(a)(1) LISTING OF FINANCIAL STATEMENTS

The following consolidated financial statements of the Company and subsidiaries are included in Item 8 of this Report:

Consolidated Balance Sheets - December 28, 201425, 2016 and December 31, 201327, 2015
Consolidated Statements of Operations and Comprehensive Income – Fiscal years 20142016, 20132015, and 20122014
Consolidated Statements of Changes in Stockholders’ Equity – Fiscal years 20142016, 20132015, and 20122014
Consolidated Statements of Cash Flows – Fiscal years 20142016, 20132015, and 20122014
Notes to Consolidated Financial Statements

(a)(2) FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Report.
(a)(3) EXHIBITS
EXHIBIT
NUMBER
 DESCRIPTION OF EXHIBITS 
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
    
2.1 
Quota Purchase and Sale Agreement dated October 31, 2013 and effective November 1, 2013, by and between Bloomin’ Brands, Inc., Outback Steakhouse Restaurantes Brasil S.A. (formerly known as Bloom Holdco Participações Ltda.), PGS Participações Ltda., the equity holders of PGS Participações Ltda., PGS Consultoria e Serviços Ltda., and Bloom Participações Ltda.1
 December 31, 2013 Form 10-K, Exhibit 2.1
     
3.1 Second Amended and Restated Certificate of Incorporation of Bloomin’ Brands, Inc. Registration Statement on Form S-8, File No. 333-183270, filed on August 13, 2012, Exhibit 4.1
     
3.2 Second Amended and Restated Bylaws of Bloomin’ Brands, Inc. Registration Statement on Form S-8, File No. 333-183270, filed on August 13, 2012, Exhibit 4.2
     
4.1 Form of Common Stock Certificate Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 4.1
     
10.1 
Credit Agreement dated October 26, 2012 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Lenders and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders1
 September 30, 2012 Form 10-Q, Exhibit 10.1
     
10.2 First Amendment to Credit Agreement, Guaranty and Security Agreement dated as of April 10, 2013 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Subsidiary Guarantors, the Lenders and Deutsche Bank Trust Company Americas, as administrative agent for the Lenders March 31, 2013 Form 10-Q, Exhibit 10.1
     
10.3 Second Amendment to Credit Agreement dated as of January 3, 2014 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Subsidiary Guarantors and Deutsche Bank Trust Company Americas, as administrative agent December 31, 2013 Form 10-K, Exhibit 10.3

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BLOOMIN’ BRANDS, INC.

EXHIBIT
NUMBER
 DESCRIPTION OF EXHIBITS 
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.4 Third Amendment to Credit Agreement dated as of May 16, 2014 among OSI Restaurant Partners, LLC, OSI HoldCo, Inc., the Subsidiary Guarantors, Deutsche Bank Trust Company Americas, as administrative agent, collateral agent, L/C issuer, swing line lender and assigning Lender, Deutsche Bang AG New York Branch, as assignee and Wells Fargo Bank, National Association, as successor administrative agent June 29, 2014 Form 10-Q, Exhibit 10.5
     
10.5 
LoanFourth Amendment to Credit Agreement and Security Agreement,Incremental Amendment dated as of March 27, 2012, between New Private31, 2015, among OSI Restaurant Properties,Partners, LLC, OSI Holdco, Inc., the Subsidiary Guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as borrower, and German American Capital Corporation and Bank of America, N.A., collectively as lender1
administrative agent
 Amendment No. 1 to Registration Statement onMarch 29, 2015 Form S-1, File No. 333-180615, filed on May 17, 2012,10-Q, Exhibit 10.1010.1
     
10.6 FirstFifth Amendment to LoanCredit Agreement and Security Agreement,Incremental Amendment dated effective January 1, 2014, by andas of December 11, 2015, among New PrivateOSI Restaurant Properties,Partners, LLC, as borrower, OSI HoldCo I,Holdco, Inc., as guarantorthe Subsidiary Guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, N.A.,National Association, as trustee for the registered holders of BAMLL-DB 2012-OSI Trust, Commercial Mortgage Pass-Through Certificates, Series 2012-OSI, as lenderadministrative agent December 31, 201327, 2015 Form 10-K, Exhibit 10.510.6
     
10.7 Mezzanine
Loan and Security Agreement, (First Mezzanine), dated March 27, 2012,February 11, 2016, between New PRP Mezz 1,Private Restaurant Properties, LLC, as borrower, and German American Capital Corporation andWells Fargo Bank, of America, N.A., collectivelyNational Association, as lender1
 Registration Statement onMarch 27, 2016 Form S-1, File No. 333-180615, filed on April 6, 2012,10-Q, Exhibit 10.1110.1
     
10.8 
First Amendment to Mezzanine Loan and Security Agreement, (First Mezzanine), dated as of January 3, 2014,July 27, 2016, between New PRP Mezz 1,Private Restaurant Properties, LLC as borrower, OSI HoldCo I, Inc.,and Wells Fargo Bank, National Association, as guarantor, and Athene Annuity & Life Assurance Company, Thornburg Strategic Income Fund, Thornburg Investment Income Builder Fund and Newcastle CDO IX, lender.1 Limited, collectively as lender
 December 31, 2013September 25, 2016 Form 10-K,10-Q, Exhibit 10.710.1
     
10.9 Mezzanine Loan and Security Agreement (Second Mezzanine),Secured Promissory Note, dated March 27, 2012,February 11, 2016, between New PRP Mezz 2,Private Restaurant Properties, LLC, as borrower, and German American Capital Corporation andWells Fargo Bank, of America, N.A., collectively,National Association, as lender Registration Statement onMarch 27, 2016 Form S-1, File No. 333-180615, filed on April 6, 2012,10-Q, Exhibit 10.1210.2
     
10.10First Amendment to Mezzanine Loan and Security Agreement (Second Mezzanine), dated as of January 3, 2014, between New PRP Mezz 2, LLC, as borrower, OSI HoldCo I, Inc., as guarantor, and Annaly CRE Holdings LLC, as lenderDecember 31, 2013 Form 10-K, Exhibit 10.9
10.11Environmental Indemnity, dated March 27, 2012, by OSI HoldCo I, Inc. for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.13
10.12Environmental Indemnity, dated March 27, 2012, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.14
10.13Environmental Indemnity, dated March 27, 2012, by PRP Holdings, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.15
10.14Environmental Indemnity (First Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.16

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EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.15Environmental Indemnity (First Mezzanine), dated March 27, 2012, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.17
10.16Environmental Indemnity (First Mezzanine), dated March 27, 2012, by PRP Holdings, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.18
10.17Environmental Indemnity (Second Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.19
10.18Environmental Indemnity (Second Mezzanine), dated March 27, 2012, by OSI Restaurant Partners, LLC and Private Restaurant Master Lessee, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.20
10.19Environmental Indemnity (Second Mezzanine), dated March 27, 2012, by PRP Holdings, LLC for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.21
10.20Guaranty of Recourse Obligations, dated March 27, 2012, by OSI HoldCo I, Inc. to and for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.22
10.21Guaranty of Recourse Obligations (First Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. to and for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.23
10.22Guaranty of Recourse Obligations (Second Mezzanine), dated March 27, 2012, by OSI HoldCo I, Inc. to and for the benefit of German American Capital Corporation and Bank of America, N.A.Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.24
10.23Amended and Restated Guaranty, dated March 27, 2012, by OSI Restaurant Partners, LLC to and for the benefit of New Private Restaurant Properties, LLCRegistration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.27
10.24Subordination, Non-Disturbance and Attornment Agreement (New Private Restaurant Properties, LLC), dated March 27, 2012, by and between Bank of America, N.A., German American Capital Corporation, Private Restaurant Master Lessee, LLC and New Private Restaurant Properties, LLC, with the acknowledgement, consent and limited agreement of OSI Restaurant Partners, LLCRegistration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.25
10.25 Royalty Agreement dated April 1995 among Carrabba’s Italian Grill, Inc., Outback Steakhouse, Inc., Mangia Beve, Inc., Carrabba, Inc., Carrabba Woodway, Inc., John C. Carrabba, III, Damian C. Mandola, and John C. Carrabba, Jr., as amended by First Amendment to Royalty Agreement dated January 1997 and Second Amendment to Royalty Agreement made and entered into effective April 7, 2010 by and among Carrabba’s Italian Grill, LLC, OSI Restaurant Partners, LLC, Mangia Beve, Inc., Mangia Beve II, Inc., Original, Inc., Voss, Inc., John C. Carrabba, III, Damian C. Mandola, and John C. Carrabba, Jr. Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.6
    

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EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.2610.11 Third Amendment to Royalty Agreement made and entered into effective June 1, 2014, by and among Carrabba’s Italian Grill, LLC, OSI Restaurant Partners, LLC, Mangia Beve, Inc., Mangia Beve II, Inc., Original, Inc., Voss, Inc., John C. Carrabba, III, Damian C. Mandola, and John C. Carrabba, Jr. June 29, 2014 Form 10-Q, Exhibit 10.6
     
10.2710.12 Amended and Restated Operating Agreement for OSI/Fleming’s, LLC made as of June 4, 2010 by and among OS Prime, LLC, a wholly-owned subsidiary of OSI Restaurant Partners, LLC, FPSH Limited Partnership and AWA III Steakhouses, Inc. Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.8
     
10.2810.13 
Amended and Restated Master Lease Agreement, dated March 27, 2012, between New Private Restaurant Properties, LLC, as landlord, and Private Restaurant Master Lessee, LLC, as tenant1 
 Amendment No. 1 to Registration Statement on Form S-1, File No. 333-180615, filed on May 17, 2012, Exhibit 10.26
    

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10.29
EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.14 Lease, dated June 14, 2007, between OS Southern, LLC and Selmon’s/Florida-I, Limited Partnership (predecessor to MVP LRS, LLC), as amended May 27, 2010 Amendment No. 1 to Registration Statement on Form S-1, File No. 333-180615, filed on May 17, 2012, Exhibit 10.52
    
10.3010.15 Lease, dated January 21, 2014, between OS Southern, LLC and MVP LRS, LLC December 31, 2013 Form 10-K, Exhibit 10.28
    
10.31*10.16* Employee Rollover Agreement for conversion of OSI Restaurant Partners, Inc. restricted stock to Kangaroo Holdings, Inc. restricted stock entered into by the individuals listed on Schedule 1 thereto Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.4
    
10.32*10.17* OSI Restaurant Partners, LLC HCE Deferred Compensation Plan effective October 1, 2007 Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.46
    
10.33*10.18* Kangaroo Holdings, Inc. 2007 Equity Incentive Plan, as amended Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.1
    
10.34*10.19* Form of Option Agreement for Options under the Kangaroo Holdings, Inc. 2007 Equity Incentive Plan Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.42
    
10.35*10.20* Bloomin’ Brands, Inc. 2012 Incentive Award Plan Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.2
    
10.36*10.21* Form of Nonqualified Stock Option Award Agreement for options granted under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan December 7, 2012 Form 8-K, Exhibit 10.2
    
10.37*10.22* Form of Restricted Stock Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan December 7, 2012 Form 8-K, Exhibit 10.3
    
10.38*10.23* Form of Restricted Stock Award Agreement for restricted stock granted to employees and consultants under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan December 7, 2012 Form 8-K, Exhibit 10.4
     
10.39*10.24* Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan September 30, 2013 Form 10-Q, Exhibit 10.1
     

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EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.40*10.25* Form of Restricted Stock Unit Award Agreement for restricted stock granted to employees and consultants under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan September 30, 2013 Form 10-Q, Exhibit 10.2
    
10.41*10.26* Form of Performance Unit Award Agreement for performance units granted under the Bloomin’ Brands, Inc. 2012 Incentive Award Plan December 7, 2012 Form 8-K, Exhibit 10.5
     
10.42*10.27* Form of Bloomin’ Brands, Inc. Indemnification Agreement by and between Bloomin’ Brands, Inc. and each member of its Board of Directors and each of its executive officers Amendment No. 4 to Registration Statement on Form S-1, File No. 333-180615, filed on July 18, 2012, Exhibit 10.39
    
10.43*10.28*Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation PlanJune 26, 2016 Form 10-Q, Exhibit 10.1

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EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.29*Form of Nonqualified Stock Option Award Agreement for options granted to executive management under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation PlanJune 26, 2016 Form 10-Q, Exhibit 10.2
10.30*Form of Restricted Stock Unit Award Agreement for restricted stock granted to directors under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation PlanJune 26, 2016 Form 10-Q, Exhibit 10.3
10.31*Form of Restricted Stock Unit Award Agreement for restricted stock granted to executive management under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation PlanJune 26, 2016 Form 10-Q, Exhibit 10.4
10.32*Form of Performance Award Agreement for performance units granted under the Bloomin’ Brands, Inc. 2016 Omnibus Incentive Compensation PlanJune 26, 2016 Form 10-Q, Exhibit 10.5
10.33* Bloomin’ Brands, Inc. Executive Change in Control Plan, effective December 6, 2012 December 7, 2012 Form 8-K, Exhibit 10.1
    
10.44*10.34* Amended and Restated Employment Agreement made and entered into September 4, 2012 by and between Elizabeth A. Smith and Bloomin’ Brands, Inc. June 30, 2012 Form 10-Q, Exhibit 10.1
    
10.45*10.35* Option Agreement, dated November 16, 2009, by and between Kangaroo Holdings, Inc. and Elizabeth A. Smith, as amended December 31, 2009 Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.40
     
10.46*10.36* Option Agreement, dated July 1, 2011, by and between Kangaroo Holdings, Inc. and Elizabeth A. Smith Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.41
     
10.47*10.37* Officer Employment Agreement, made and entered into effective May 7, 2012, by and among David Deno and OSI Restaurant Partners, LLC Amendment No. 1 to Registration Statement on Form S-1, File No. 333-180615, filed on May 17, 2012, Exhibit 10.53
     
10.48*10.38* Amendment, dated July 16, 2014, to the Officer Employment Agreement, made and entered into effective May 7, 2012, by and among David Deno and OSI Restaurant Partners, LLC June 29, 2014 Form 10-Q, Exhibit 10.7
     
10.49*Officer Employment Agreement dated January 23, 2008 and effective April 12, 2007 by and among Jeffrey S. Smith and Outback Steakhouse of Florida, LLC, as amended on January 1, 2009 and January 1, 2012Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.32
10.50*10.39* Amended and Restated Employment Agreement dated June 14, 2007, between Joseph J. Kadow and OSI Restaurant Partners, LLC, as amended on January 1, 2009, June 12, 2009, December 30, 2010 and December 16, 2011 Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.29
    
10.51*10.40* Split-Dollar Agreement dated August 12, 2008 and effective March 30, 2006, by and between OSI Restaurant Partners, LLC (formerly known as Outback Steakhouse, Inc.) and Joseph J. Kadow Registration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.48
    
10.52*Officer Employment Agreement made and entered into August 16, 2010 by and among David A. Pace and OSI Restaurant Partners, LLCRegistration Statement on Form S-1, File No. 333-180615, filed on April 6, 2012, Exhibit 10.37
10.53*Amendment, dated July 30, 2014, to the Officer Employment Agreement made and entered into August 16, 2010 by and among David A. Pace and OSI Restaurant Partners, LLCJune 29, 2014 Form 10-Q, Exhibit 10.8

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BLOOMIN’ BRANDS, INC.

EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.54*Employment Offer Letter Agreement, dated as of November 27, 2012, between Bloomin’ Brands, Inc. and Stephen K. JudgeDecember 31, 2012 Form 10-K, Exhibit 10.52
10.55*Officer Employment Agreement, made and entered into effective August 7, 2013, by and among Amanda L. Shaw and Bloomin’ Brands, Inc. and OS Management, Inc.December 31, 2013 Form 10-K, Exhibit 10.54
10.56*Amendment, dated September 16, 2014, to the Officer Employment Agreement made and entered into August 7, 2013 and effective for all purposes as of August 16, 2010 by and among Amanda L. Shaw and Bloomin’ Brands, Inc.September 28, 2014 Form 10-Q, Exhibit 10.2
10.57*10.41* Employment Offer Letter Agreement, dated as of November 1, 2013, between Bloomin’ Brands, Inc. and Patrick Murtha December 31, 2013 Form 10-K, Exhibit 10.55
     
10.58*10.42* Employment Offer Letter Agreement, dated as of July 30, 2014, between Bloomin’ Brands, Inc. and Donagh Herlihy Filed herewithDecember 28, 2014 Form 10-K, Exhibit 10.58
     
10.5910.43*Employment Offer Letter Agreement, dated as of May 4, 2015, between Bloomin’ Brands, Inc. and Sukhdev SinghDecember 27, 2015 Form 10-K, Exhibit 10.57
10.44*Employment Offer Letter Agreement, dated as of February 12, 2016, between Bloomin’ Brands, Inc. and Michael KappittMarch 27, 2016 Form 10-Q, Exhibit 10.3

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BLOOMIN’ BRANDS, INC.

EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
FILINGS REFERENCED FOR
 INCORPORATION BY REFERENCE
10.45*Employment Offer Letter Agreement, dated as of April 15, 2016, between Bloomin’ Brands, Inc. and Christopher BrandtJune 26, 2016 Form 10-Q, Exhibit 10.6
10.46*Employment Offer Letter Agreement, dated as of July 29, 2016, between Bloomin’ Brands, Inc. and Gregg ScarlettSeptember 25, 2016 Form 10-Q, Exhibit 10.2
10.47*Employment Offer Letter Agreement, dated as of July 29, 2016, between Bloomin’ Brands, Inc. and David SchmidtSeptember 25, 2016 Form 10-Q, Exhibit 10.3
10.48 Registration Rights Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014 May 1, 2014 Form 8-K, Exhibit 10.3
10.60Stockholders Agreement among Bloomin’ Brands, Inc. and certain stockholders of Bloomin’ Brands, Inc. made as of April 29, 2014May 1, 2014 Form 8-K, Exhibit 10.4
     
21.1 List of Subsidiaries Filed herewith
    
23.1 Consent of PricewaterhouseCoopers LLP Filed herewith
     
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
     
31.2 Certification of Chief Financial and Administrative Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
     
32.1 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20022
 Filed herewith
     
32.2 
Certification of Chief Financial and Administrative Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 20022
 Filed herewith
     
101.INS XBRL Instance Document Filed herewith
     
101.SCH XBRL Taxonomy Extension Schema Document Filed herewith
     
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
     
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
     
101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith
     
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

* Management contract or compensatory plan or arrangement required to be filed as an exhibit

1Confidential treatment has been granted with respect to portions of Exhibits 2.1, 10.1, 10.510.7, 10.8 and 10.2810.13 and such portions have been filed separately with the Securities and Exchange Commission.


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2These certifications are not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. These certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

Item 16. Form 10-K Summary

None.


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BLOOMIN’ BRANDS, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Date:February 24, 201522, 2017Bloomin’ Brands, Inc.
    
   By: /s/ Elizabeth A. Smith
   
Elizabeth A. Smith
Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date
     
/s/ Elizabeth A. Smith 
Chief Executive Officer and Director
(Principal Executive Officer)
  
Elizabeth A. Smith  February 24, 201522, 2017
     
/s/ David J. Deno 
Executive Vice President and Chief Financial and Administrative Officer (Principal
(Principal Financial and Accounting Officer)
  
David J. Deno  February 24, 2015
/s/ Amanda L. ShawSenior Vice President, Chief Accounting Officer and International Finance (Principal Accounting Officer)
Amanda L. ShawFebruary 24, 2015
/s/ Andrew B. Balson
Andrew B. BalsonDirectorFebruary 24, 201522, 2017
     
/s/ James R. Craigie    
James R. Craigie Director February 24, 201522, 2017
     
/s/ David R. Fitzjohn    
David R. Fitzjohn Director February 24, 201522, 2017
     
/s/ Mindy Grossman    
Mindy Grossman Director February 24, 2015
/s/ David Humphrey
David HumphreyDirectorFebruary 24, 201522, 2017
     
/s/ Tara Walpert Levy    
Tara Walpert Levy Director February 24, 201522, 2017
     
/s/ John J. Mahoney    
John J. Mahoney Director February 24, 201522, 2017
     
/s/ Chris T. Sullivan    
Chris T. Sullivan Director February 24, 201522, 2017