o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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•	Comparable sales for Company-owned U.S. concepts increased 2.0%

•	Comparable sales for Outback Steakhouse restaurants in Brazil increased 3.4%

•	System-wide development was 14 new restaurants including nine International restaurants

•	Adjusted restaurant margin was 16.2% versus 16.1% in Q2 2014 and U.S. GAAP restaurant margin was 16.5% versus 16.1% in Q2 2014

•	The Company’s Board of Directors approved a new $100.0 million share repurchase program

•	Moody’s upgraded the Company’s Corporate Family Rating two notches to Ba2

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•	The decrease in Total revenues was primarily due to the effect of foreign currency translation and was partially offset by the net benefit of new restaurant openings and closings.

•	The increase in Adjusted restaurant-level operating margin was primarily due to productivity savings and higher U.S. average unit volumes. These increases were partially offset by commodity and wage rate inflation.

•	The decrease in Adjusted operating income margin was driven by higher general and administrative expense primarily related to the lapping of lower incentive compensation in Q2 2014.

•	The difference between Adjusted and U.S. GAAP restaurant-level operating margins and operating income margins in Q2 2015 was primarily due to the favorable resolution of the 2011 payroll tax audit contingency in 2015.

(1)	Comparable restaurant sales exclude the effect of fluctuations in foreign currency rates.

(2)	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.

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•	The increases in Adjusted and U.S. GAAP operating income margin were primarily due to productivity savings, higher average unit volumes, and lower general and administrative expenses due to the Company’s organizational realignment in the second half of 2014.

•	The decrease in Total revenues is primarily due to foreign currency translation and the impact of the International Restaurant Closure Initiative.

•	The decrease in Adjusted and U.S. GAAP operating income margin was primarily due to commodity and labor inflation as well as investment spending related to the launching of Abbraccio in Brazil. This decrease was partially offset by new restaurant openings, productivity savings and pricing.

•	Foreign currency translation negatively impacted adjusted income from operations by $2.4 million.

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•	Blended U.S. comparable restaurant sales growth is expected to be approximately 1.5% versus prior guidance of “at least” 1.5%. This change is primarily due to lower sales expectations at Bonefish.

•	Total Revenues are expected to be approximately $4.43 billion versus prior guidance of “at least” $4.43 billion.

•	Commodity inflation range is now expected to be 3.5% to 4.0% versus prior guidance of 4.0% to 6.0%. This change reflects continued improvement in seafood and dairy.

•	Capital expenditures are now expected to be between $225 million to $235 million versus prior guidance of $235 million to $255 million.

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(1)	Excludes restricted cash.

(2)

The Company has, and in the future may continue to have, negative working capital balances (as is common for many restaurant companies). The Company operates successfully with negative working capital because cash collected on Restaurant sales is typically received before payment is due on its current liabilities and its 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.

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(1)	Includes a $2.7 million adjustment for payroll tax audit contingencies, which was recorded in Labor and other related.

(2)	No adjustments impacted Restaurant-level operating margins during the thirteen weeks ended June 29, 2014.

(3)	Includes an adjustment for the deferred rent liability write-off associated with the Domestic Restaurant Closure Initiative, which was recorded in Other restaurant operating during the twenty-six weeks ended June 29, 2014.

(1)	The twenty-six weeks ended June 29, 2014 includes an adjustment for the write-off of $2.1 million of deferred rent liabilities associated with the Domestic Restaurant Closure Initiative.

(2)	Includes adjustments of $0.1 million of Brazil non-cash intangible amortization for the thirteen weeks ended June 28, 2015 and June 29, 2014, respectively, and $0.2 million for the twenty-six weeks ended June 29, 2014.

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(1)	Represents expenses incurred in the thirteen and twenty-six weeks ended June 28, 2015 for the International and Domestic Restaurant Closure Initiatives and expenses incurred for the Domestic Restaurant Closure Initiative during the twenty-six weeks ended June 29, 2014.

(2)

Relates to a 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 the allowable income tax credits for the employer’s share of FICA taxes expected to be paid, which is included in (Benefit) 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.

(3)	Represents non-cash intangible amortization recorded as a result of the acquisition of our Brazil operations.

(4)	Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation program.

(5)	Represents asset impairment charges and related costs associated with the decision to sell our corporate aircraft.

(6)	Relates primarily to costs incurred with the secondary offerings of our common stock in March 2015 and March 2014, respectively, and other transaction costs.

(7)	Primarily represents the sale of our Roy’s business.

(8)	Relates to the refinancing of our Senior Secured Credit Facility in March 2015 and May 2014, respectively.

(9)

Income tax effect of adjustments for the thirteen and twenty-six weeks ended June 28, 2015 and June 29, 2014, respectively, are calculated based on the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate. For the thirteen and twenty-six weeks ended June 28, 2015, a deferred income tax adjustment has been recorded for the allowable income tax credits for the employer’s share of FICA taxes expected to be paid. See footnote 2 to this table.

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(1)	Represents expenses incurred for the Domestic Restaurant Closure Initiative.

(2)	Represents asset impairment charges and accelerated depreciation incurred in connection with the Company’s relocation program.

(3)	Represents expenses incurred for the International Restaurant Closure Initiative.

(4)	Represents non-cash intangible amortization recorded as a result of the acquisition of our Brazil operations.

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(1)	On January 26, 2015, we sold our Roy’s concept.

(2)	The restaurant counts for Brazil are reported as of May 2015 and 2014, respectively, to correspond with the balance sheet dates of this subsidiary.