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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•	Third quarter Adjusted diluted earnings per pro forma share were $0.10 per share, a 42.9% increase from the same period in 2012. Third quarter diluted earnings per share were $0.09 per share, an increase of $0.40 from the same period in 2012.

(1)

See Reconciliations of Non-GAAP Measures to U.S. GAAP Results included later in this release. Adjustments for the third quarter of 2013 primarily relate to costs associated with a payroll tax audit contingency, transaction costs for the acquisition of a controlling ownership interest in the Company’s Brazilian operations and an adjustment to apply a normalized tax rate to remove the effect of the income tax benefit of the valuation allowance release in the current year. Adjustments for the third quarter of 2012 primarily relate to certain initial public offering (“IPO”) related expenses as well as management fees and expenses and a loss on debt extinguishment. In addition, Adjusted diluted earnings per pro forma share gives effect to the issuance of shares in the Company’s initial public offering as if they were all outstanding on January 1, 2012 and the dilutive effect of outstanding equity awards for the three months ended September 30, 2012.

•	Total revenues for the third quarter of 2013 increased by 1.5% to $967.6 million.

•	Blended domestic comparable restaurant sales for Company-owned restaurants for the third quarter declined by a reported 0.3% and traffic rose by 0.2% for the Company’s four core concepts. When adjusted for the impact of trading day, blended domestic comparable restaurant sales for Company-owned restaurants increased by 0.4% for the third quarter of 2013.

•	Restaurant level operating margin in the third quarter was 12.5%, a decrease of 100 basis points from the same period in 2012. Excluding the effect of the payroll tax audit contingency that is included in Labor and other related costs, restaurant level operating margin in the third quarter of 2013 would have been 50 basis points higher or 13.0%.

•	Adjusted income from operations was $35.4 million in the third quarter of 2013 as compared to $35.3 million for the same period in 2012, an increase of $0.1 million. Income from operations for the third quarter of 2013 was $29.5 million versus a loss from operations of $11.5 million for the same quarter of the prior year.

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•	Adjusted net income attributable to Bloomin’ Brands, Inc. in the third quarter of 2013 was $13.2 million versus $9.3 million for the same period in 2012. Net income attributable to Bloomin’ Brands, Inc. for the third quarter of 2013 was $11.3 million versus a net loss of $35.9 million for the same period in 2012.

•

During the third quarter of 2013, the Company opened 14 new system-wide locations: six Bonefish Grill restaurants, three Carrabba’s Italian Grill restaurants, one domestic Outback Steakhouse restaurant, two international Outback Steakhouse restaurants, one each in South Korea and Mexico, one Brazilian joint venture location and one new international franchise restaurant. The Company also completed 44 restaurant renovations during the quarter: 23 Outback Steakhouse and 21 Carrabba’s Italian Grill locations.

•

Total revenues increased 1.5% to $967.6 million versus $952.9 million for the same quarter in 2012. This increase was primarily due to additional revenues from the opening of 51 new restaurants not included in the Company’s comparable restaurant sales base. This increase was partially offset by a decrease in comparable restaurant sales at existing restaurants primarily driven by a change in product sales mix, partially offset by general menu price increases and the impact of the closing of seven restaurants since September 30, 2012.

•	Blended domestic comparable restaurant sales for Company-owned restaurants declined 0.3% while traffic rose by 0.2% for the Company’s four core concepts. Results for Company-owned restaurants, by concept, were as follows:

•

The number of weekdays and weekend days in a given reporting period can impact the Company’s reported comparable restaurant sales. During the third quarter of 2013, the trading day impact on blended domestic comparable restaurant sales for Company-owned restaurants was (0.7)%. Exclusive of the trading day impact, the third quarter blended domestic comparable restaurant sales for Company-owned restaurants would have been approximately 0.4%.

•

Restaurant level operating margin (calculated as Restaurant sales less Cost of sales, Labor and other related costs and Other restaurant operating expenses) was 12.5% in the current quarter as compared to 13.5% in the third quarter of 2012, a decrease of 100 basis points.  This decrease was primarily attributable to commodity inflation primarily associated with beef and seafood, higher kitchen labor expense, a payroll tax audit contingency (approximately 50 basis points), increased operating supplies expenses and changes in the mix on product sales. The decrease was partially offset by higher productivity savings and lower health and general liability insurance claims experience.

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•

Adjusted operating income as a percentage of Total revenues for the third quarter was consistent at 3.7% for both the third quarter of 2013 and 2012. This was driven primarily by lower restaurant level operating margins offset by decreases in General and administrative expenses. The decrease in General and administrative expenses was mainly attributable to lower corporate and field compensation and bonus expense and lower professional fees. These decreases were partially offset by a gain from the settlement of a lawsuit in the third quarter of 2012.

•	Comparable restaurant sales growth of at least 2.0% with positive traffic.

•	Total revenues of approximately $4.6 billion.

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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 for capital expenditures.

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(1)

Transaction-related and payroll tax expenses primarily relate to costs incurred in association with the IPO and subsequent secondary offering of the Company’s common stock completed in August 2012 and May 2013, respectively, costs incurred during the third quarter of 2013 in association with the acquisition of a controlling ownership interest in the Company’s Brazilian operations, accrued expenses associated with a payroll tax audit and the refinancing of the 2012 CMBS Loan in March 2012. The expenses related to the initial public offering primarily included $18.1 million of accelerated Chief Executive Officer retention bonus and incentive bonus and $16.0 million of non-cash stock compensation charges for the vested portion of outstanding stock options recorded upon completion of the initial public offering. The expenses associated with a payroll tax audit relate to an Internal Revenue Service (“IRS”) proposed issuance of 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. The cash tips allegedly unreported by the tipped employees are based on an IRS estimate of the aggregate amount of tips directly received by tipped employees from the Company’s customers. The potential employer’s FICA tax liability based on the IRS’ preliminary estimate of allegedly unreported tips is $10.0 million. The Company recorded a liability that it believes is appropriate in Accrued and other current liabilities in its Consolidated Balance Sheet at September 30, 2013. The associated expense is included in Labor and other related expenses for the three months ended September 30, 2013. In addition, a deferred income tax benefit has been recorded for the allowable income tax credits for the employer share of FICA taxes expected to be paid as result of the assessment. This income tax benefit is included in (Benefit) provision for income taxes and offsets the additional Labor and other related expenses in 2013.

(2)

Represents management fees, out-of-pocket expenses and certain other reimbursable expenses paid to a management company owned by the sponsors and founders under a management agreement with the Company. In accordance with the terms of an amendment, this agreement terminated immediately prior to the completion of the IPO in August 2012 and a termination fee of $8.0 million was paid to the management company in 2012, in addition to a prorated periodic fee.

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(3)

Loss on extinguishment and modification of debt is related to the repricing of OSI Restaurant Partner, LLC’s term loan B facility in April 2013, retirement of OSI’s senior notes in August 2012 and the extinguishment of the previous CMBS loan in connection with New Private Restaurant Properties, LLC, and two of the Company’s other indirect wholly-owned subsidiaries, entering into the 2012 CMBS loan in March 2012.

(4)

Adjustment to (benefit) provision for income taxes for the three and nine months ended September 30, 2013 represents an adjustment to the (Benefit) provision for income taxes to apply a normalized annual effective income tax rate, which excludes the income tax benefit of the valuation allowance release, to Adjusted income before (benefit) provision for income taxes. The normalized 2013 full-year tax rate is more comparable to the Company’s expectation for future effective income tax rates. The Company’s expected future effective income tax rate is lower than the U.S. blended federal and state statutory rate because of the continued generation of U.S. tax credits and expected earnings in foreign jurisdictions with lower income tax rates. See calculation below of the income tax effect of adjustments for the three and nine months ended September 30, 2013. Adjustment to (benefit) provision for income taxes for the three and nine months ended September 30, 2012 was calculated using the projected full-year effective income tax rate of 19.1%.

(5)	Gives pro forma effect to the issuance of shares in the IPO as if they were all outstanding on January 1, 2012. There is no effect of this adjustment for the three and nine months ended September 30, 2013.

(6)

On a U.S. GAAP basis, the Company recognized a Net loss attributable to Bloomin’ Brands, Inc. during the three months ended September 30, 2012 and, therefore, did not report a dilutive effect of stock options and restricted stock awards.  Since the Company generated net income on an adjusted basis, the additional dilutive effect of stock options and restricted stock awards during the three months ended September 30, 2012 is included to appropriately represent the diluted weighted average common shares outstanding.  There is no effect of this adjustment on the three months ended September 30, 2013 or the nine months ended September 30, 2013 and 2012 as each of these periods generated Net income attributable to Bloomin’ Brands, Inc. on a U.S. GAAP and adjusted basis.

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(1)	One Company-owned restaurant in Puerto Rico that was previously included in Outback Steakhouse (international) is now included in Outback Steakhouse (domestic). The prior period has been revised to conform to the current period presentation.