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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1.	Corporate information

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2.	Basis of preparation

3.	Basis of consolidation

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3.	Basis of consolidation (Continued)

(1)	The issued capital of the CLS Companies is shared primarily between PGS Consultoria, proprietors (stores’ managing partners) and JV’s (operating partners who supervise the Rio de Janeiro, São Paulo, Brasília and South Region stores), in accordance with their respective interests.

(2)

According to each individual partners’ association document known as “Protocolo de Entendimentos” (Memorandum of Understanding), dividends are distributed to non-controlling partners (proprietors and JV’s) based on certain criteria, such as a percentage of the pre-tax income results of their respective restaurants and supervision areas and other, being 100% of the remaining undistributed earnings of PGS Consultoria. Such dividends are recognized as compensation expense within the restaurant payroll expenses account for the period earned by the non-controlling partners. Further detail from the income statement is shown in the following table.

4.	Summary of significant accounting policies

4.1.	Revenue recognition

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4.	Summary of significant accounting policies (Continued)

4.2.	Foreign currency transactions (Continued)

4.3.	Financial instruments

4.4.	Cash and cash equivalents

4.5.	Trade accounts receivable

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4.	Summary of significant accounting policies (Continued)

4.6.	Inventories

4.7.	Property, fixtures and equipment

4.8.	Intangible assets

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4.	Summary of significant accounting policies (Continued)

4.8.	Intangible assets (Continued)

4.9.	Loans

4.10.	Other assets and liabilities

4.11.	Taxation

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4.	Summary of significant accounting policies (Continued)

4.11.	Taxation (Continued)

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4.	Summary of significant accounting policies (Continued)

4.11.	Taxation (Continued)

4.12.	Judgments, estimates and significant accounting assumptions

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4.	Summary of significant accounting policies (Continued)

4.12.	Judgments, estimates and significant accounting assumptions (Continued)

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4.	Summary of significant accounting policies (Continued)

4.12.	Judgments, estimates and significant accounting assumptions (Continued)

4.13.	Non-controlling partner distributions and buyouts

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4.	Summary of significant accounting policies (Continued)

4.14	Operating Leases

4.15.	Pre-Opening Expenses

4.16.	New accounting pronouncements

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5.	Cash and cash equivalents

6.	Trade accounts receivable

7.	Inventories

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7.	Inventories (Continued)

8.	Property, fixtures and equipment

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9.	Intangible assets

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10.	Transactions with related parties

(i)	Refer to the royalties calculated on the net revenues posted by the stores.

(ii)	Refer, basically, to the interest expenses and exchange variation on Outback Steakhouse International loans.

•	The Group is contractually bound to pay franchise fees of US$ 40 at the opening of each restaurant and monthly royalties of 4% to 5% of net sales after the restaurant is opened. Monthly royalty fees are charged to expenses as incurred.

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11.	Loans

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13.	Income tax and social contribution

13.1.	Components of income tax and social contribution provision

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13.	Income tax and social contribution (Continued)

13.2.	Reconciliation income tax and social contribution provision at statutory rate to effective rate

13.3	Components of deferred income tax and social contribution

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13.	Income tax and social contribution (Continued)

13.3	Components of deferred income tax and social contribution (Continued)

14.	Members’ equity

14.1.	Capital stock

14.2	Distribution of profits

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14.	Members’ equity (Continued)

14.3.	Non-controlling interest (JV partners and proprietors)

15.	Financial instruments

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15.	Financial instruments (Continued)

•	Level 1 - observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access;

•	Level 2 - inputs, other than the quoted market prices included in Level 1, which are observable for the asset or liability, either directly or indirectly; and

•	Level 3 - unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market data available.

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15.	Financial instruments (Continued)

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15.	Financial instruments (Continued)

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15.	Financial instruments (Continued)

16.	Operating lease commitments

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17.	Insurance coverage

18.	Other Operating (Income)/Expenses

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19.	Summary and reconciliation of the differences between the accounting practices adopted in Brazil and accounting principles generally accepted in the United States of America

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20.	Subsequent Event

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1.	Corporate information

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2.	Basis of preparation

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3.	Basis of consolidation

(1)	The issued capital of the CLS Companies is shared primarily between PGS Consultoria, proprietors (stores’ managing partners) and JV’s (operating partners who supervise the Rio de Janeiro, São Paulo, Brasília and South Region stores), in accordance with their respective interests.

(2)

According to each individual partners’ association document known as “Protocolo de Entendimentos” (Memorandum of Understanding), dividends are distributed to non-controlling partners (proprietors and JV’s) based on certain criteria, such as a percentage of the pre-tax income results of their respective restaurants and supervision areas and other, being 100% of the remaining undistributed earnings of PGS Consultoria. Such dividends are recognized as compensation expense within the restaurant payroll expenses account for the period earned by the non-controlling partners. Further detail from the income statement is shown in the following table.

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4.	Cash and cash equivalents

5.	Trade accounts receivable

6.	Inventories

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7.	Property, fixtures and equipment

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8.	Intangible assets

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9.	Transactions with related parties

(i)	Refer to the royalty expenses calculated on the net revenues posted by the stores.

(ii)	Refer, basically, to the interest expenses and exchange variation on Outback Steakhouse International loans.

•	The Group is contractually bound to pay franchise fees of US$ 40 at the opening of each restaurant and monthly royalties of 4% to 5% of net sales after the restaurant is opened. Monthly royalty fees are charged to expenses as incurred.

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11.	Income tax and social contribution

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11.1.	Components of income tax and social contribution provision

11.2.	Reconciliation income tax and social contribution provision at statutory rate to effective rate

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11.3	Components of deferred income tax and social contribution

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12.	Members’ equity

12.1.	Capital stock

12.2.	Non-controlling interest (JV partners and proprietors)

13.	Financial instruments

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13.	Financial instruments (Continued)

•	Level 1 - observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group has the ability to access;

•	Level 2 - inputs, other than the quoted market prices included in Level 1, which are observable for the asset or liability, either directly or indirectly; and

•	Level 3 - unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market data available.

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13.	Financial instruments (Continued)

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13.	Financial instruments (Continued)

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13.	Financial instruments (Continued)

14.	Operating lease commitments

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15.	Other Operating (Income)/Expenses

16.	Differences between the accounting practices adopted in Brazil and accounting principles generally accepted in the United States of America

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•	the accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements;

•	the consolidated financial statements of Bloomin’ Brands, Inc. for the year ended December 31, 2012 and the notes thereto;

•	the unaudited consolidated financial statements of Bloomin’ Brands, Inc. for the nine months ended September 30, 2013 and the notes thereto; and

•	the consolidated financial information of PGS Consultoria e Serviços Ltda. for the year ended December 31, 2012, the nine months ended September 30, 2013, and the notes thereto, included in this Form 8-K/A.

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(1)	Represents amortization expense expected to be recorded over the first 12-month period subsequent to the acquisition date.

(2)	Unfavorable leases are included in Other long-term liabilities, net in the preliminary estimated fair values of the assets acquired and the liabilities assumed table shown above.

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Reacquired franchise rights: The value assigned to the reacquired franchise rights was determined using the income approach. Projected after-tax, post-royalty expense cash flows derived from the franchise rights that were reacquired, net of capital charges, were discounted to present value. Expectations related to future restaurant performance were based on historical data, and a long-term forecast was constructed based on the Company’s financial projections and expectations. The capital charges applied serve to recognize the use of other assets in deriving value from the franchise agreement. The resulting cash flows were then discounted to present value.

•	Favorable and unfavorable leases: The values assigned to favorable and unfavorable leases were determined using a market approach. The variance between market rent and contract rent over the remaining lease term was discounted to present value on a location-by-location basis.

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(b)	To reflect the elimination of franchise and royalty receivables and payables from the historical consolidated balance sheets of Bloomin’ Brands, Inc. and the Brazilian Joint Venture.

(c)	To adjust the acquired property, fixtures, and equipment to fair value as of the acquisition date.

(d)	To reflect the write-off of the previously held equity investment of $40.5 million in the Brazilian Joint Venture.

(e)	To reflect goodwill resulting from the Acquisition, calculated as follows:

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(g)	Reclassification adjustment to net deferred income tax asset with deferred income tax liability.

(h)	To reflect the write-off of deferred rent from the historical consolidated balance sheet of the Brazilian Joint Venture.

(i)	To reflect the following:

(j)	To reflect borrowing of $100.0 million from the Company’s revolving credit facility. Borrowings were repaid in full prior to December 31, 2013.

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(k)	To reflect the following:

(l)	To reflect the recognition at fair value of the 10% redeemable noncontrolling interest in the Brazilian Joint Venture retained by the sellers.

(m)	To reflect the elimination of the historical common stock of the Brazilian Joint Venture such that on a combined basis only the common stock of Bloomin’ Brands, Inc. remains.

(n)	To reflect adjustments to Accumulated deficit for the following:

(o)	To reflect the write-off of the foreign currency translation adjustment associated with the previously held equity investment.

(p)	To reflect the elimination of royalty revenue and royalty expense from the historical consolidated statements of operations of Bloomin’ Brands, Inc. and the Brazilian Joint Venture, respectively.

(q)	To reflect adjustments to Depreciation and amortization for stores opened as of January 1, 2012 (the assumed date of the transaction for pro forma statements of operations purposes) as follows:

(r)	To reflect the reversal of professional fees associated with the Acquisition that are included in the historical results of Bloomin’ Brands, Inc. for the nine months ended September 30, 2013, which are not ongoing expenses.

(s)	To reflect the reversal of equity method income from the historical consolidated statements of operations of Bloomin’ Brands, Inc. resulting from the 50% ownership of the Brazilian Joint Venture.

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(t)	To reflect the following:

(u)	To reflect the net income attributable to the 10% redeemable noncontrolling interest in the Brazilian Joint Venture retained by the sellers, calculated as follows: