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 Outback Steakhouse in Brazil and Korea increased 6.1% and 6.0%, respectively

•	Comparable sales for Company-owned U.S. concepts declined 1.3%

•	The Company opened 10 new restaurants including six International restaurants

•	Adjusted restaurant margin was 14.5% versus 13.8% in Q3 2014 and U.S. GAAP restaurant margin was 14.8% versus 13.8% in Q3 2014

•	The Company repurchased approximately 2.9 million shares of its common stock for $60 million in Q3 2015 for a total of approximately 7.0 million shares for $160 million year-to-date

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

•	The increases in Adjusted restaurant-level operating margin and Adjusted operating income margin were primarily due to productivity savings and increased efficiencies in advertising expenses. These increases were partially offset by commodity and wage inflation.

•	The difference between Adjusted and U.S. GAAP restaurant-level operating margins in Q3 2015 was due to the favorable resolution of a payroll tax audit contingency.

•	The increase in U.S. GAAP operating income margin in Q3 2015 was primarily due to the lapping of costs related to our International Restaurant Closure Initiative and impairments related to the decision to sell our corporate aircraft and Roy’s.

(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 lower headcount due to the Company’s organizational realignment in 2014. The increase in U.S. GAAP operating income margin was also due to lower impairments.

•	The difference between Adjusted and U.S. GAAP operating income margins in Q3 2015 was primarily due to restaurant relocations and remodel costs.

•	The decrease in Total revenues is primarily due to foreign currency translation, primarily in Brazil, and the impact of the International Restaurant Closure Initiative. This was partially offset by new restaurant openings and an increase in comparable sales in Brazil and South Korea.

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

•	The increase in Adjusted operating income margin was primarily due to higher average unit volumes.

•	The increase in U.S. GAAP operating income margin was driven by higher restaurant-level operating margin and the lapping of expenses related to our International Restaurant Closure Initiative.

•	Foreign currency translation negatively impacted adjusted income from operations by $4.4 million.

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•	Blended U.S. comparable restaurant sales growth is expected to be 0.5% to 1.0% versus prior guidance of “approximately 1.5%”.

•	Total Revenues are expected to be approximately $4.37 billion versus prior guidance of approximately $4.43 billion.

•	An increase in Adjusted EPS within the Company’s long-term target of 10% - 15% growth

•	Positive comparable U.S. restaurant sales

•	An increase in Adjusted operating margin

•	Commodity inflation is expected to be approximately 1%

•	Foreign exchange headwinds of approximately $12 million dollars, primarily attributable to the depreciation of the Brazilian real. Most of this impact will occur in the first half of 2016.

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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 adjustments for payroll tax audit contingencies of $2.9 million and $5.6 million for the thirteen and thirty-nine weeks ended September 27, 2015, respectively, which were recorded in Labor and other related.

(2)	No adjustments impacted Restaurant-level operating margin during the thirteen weeks ended September 28, 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 thirty-nine weeks ended September 28, 2014.

(1)	Includes adjustments of $0.1 million of Brazil non-cash intangible amortization for the thirteen weeks ended September 27, 2015 and September 28, 2014 and $0.2 million and $0.3 million for the thirty-nine weeks ended September 27, 2015 and September 28, 2014, respectively.

(2)	The thirty-nine weeks ended September 28, 2014 includes an adjustment for the write-off of $2.1 million of deferred rent liabilities associated with the Domestic Restaurant Closure Initiative.

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(1)	Represents expenses incurred for the International and Domestic Restaurant Closure Initiatives.

(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 years 2011 and 2012, 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 Provision (benefit) 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 and remodel programs.

(5)	Represents asset impairment charges and related costs associated with our decision to sell the Roy’s concept and 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)	Fees and expenses related to certain legal and contingent matters, including the Cardoza litigation.

(8)	Relates to severance expense incurred as a result of our organizational realignment.

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

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

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(11)

Income tax effect of adjustments for the thirteen and thirty-nine weeks ended September 27, 2015 and September 28, 2014, respectively, are calculated based on the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate. Additionally, for the thirteen and thirty-nine weeks ended September 27, 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.

(12)	Due to the net loss, the effect of dilutive securities was excluded from the calculation of diluted (loss) earnings per share for the thirteen weeks ended September 28, 2014. For adjusted diluted earnings per share, stock options of 2,912 are included in the dilutive calculation.

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

(2)	Represents asset impairment charges and accelerated depreciation incurred in connection with our relocation and remodel programs.

(3)	Represents asset impairment charges and related costs associated with our decision to sell the Roy’s concept.

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

(5)	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)	In Q1 2015, we adopted a policy that relocated international restaurants closed more than 30 days and relocated U.S. restaurants closed more than 60 days are considered a closure. Prior periods for South Korea have been revised to conform to the current year presentation.

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