OUTBACK STEAKHOUSE INC - 10-K Annual Report

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

FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Year Ended: DECEMBER 31, 2001 Commission File Number: 1-15935
----------------- -------

OUTBACK STEAKHOUSE, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 59-3061413
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

2202 N. WEST SHORE BLVD., 5TH FLOOR, 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:
NONE

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE.
(Title of class)

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 [X] No [ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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.

As of March 25, 2002, the aggregate market value of the voting stock held by
nonaffiliates of the Registrant was $2,307,226,018.

As of March 25, 2002, the number of shares outstanding of the Registrant's
Common Stock, $.01 par value was 76,815,118.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the year ended
December 31, 2001 are incorporated by reference in Part II of this report.

Portions of the Registrant's Proxy Statement of Outback Steakhouse, Inc. ("the
Proxy Statement") dated March 28, 2002 for the Annual Meeting of Shareholders to
be held on April 24, 2002 are incorporated by reference in Parts I and III of
this report.

PART I

This Annual Report on Form 10-K and the documents incorporated herein by
reference contain forward-looking statements within the meaning of Section 27A
of the Securities Exchange Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements
represent the Company's expectations or beliefs concerning future events,
including the following: any statements regarding future sales and gross profit
percentages, any statements regarding the continuation of historical trends, and
any statements regarding the sufficiency of the Company's cash balances and cash
generated from operating and financing activities for the Company's future
liquidity and capital resource needs. Without limiting the foregoing, the words
"believes," "anticipates," "plans," "expects," "should," and similar expressions
are intended to identify forward-looking statements.

The Company's actual results could differ materially from those stated or
implied in the forward-looking statements included in the discussion of future
operating results and expansion strategy elsewhere in this report and as a
result, among other things, of the following:

(i) The restaurant industry is a highly competitive industry with
many well-established competitors;
(ii) The Company's results can be impacted by changes in consumer
tastes and the level of consumer acceptance of the Company's
restaurant concepts; local, regional and national economic
conditions; the seasonality of the Company's business;
demographic trends; traffic patterns; consumer perception of
food safety; employee availability; the cost of advertising
and media; government actions and policies; inflation; and
increases in various costs;
(iii) The Company's ability to expand is dependent upon various
factors such as the availability of attractive sites for new
restaurants, ability to obtain appropriate real estate at
acceptable prices, ability to obtain all required governmental
permits including zoning approvals and liquor licenses on a
timely basis, impact of government moratoriums or approval
processes which could result in significant delays, ability to
obtain all necessary contractors and subcontractors, union
activities such as picketing and hand billing which could
delay construction, the ability to negotiate suitable lease
terms, the ability to generate or borrow funds to develop new
restaurants, and the ability to recruit and train skilled
management and restaurant employees.
(iv) Price and availability of commodities, including but not
limited to items such as beef, chicken, shrimp, pork, dairy,
potatoes and onions are subject to fluctuation and could
increase or decrease more than the Company expects; and/or
(v) Weather and other acts of God could result in construction
delays and also adversely affect the results of one or more
stores for an indeterminate amount of time.

ITEM 1. BUSINESS

GENERAL

The Company was incorporated in October 1987 as Multi-Venture Partners, Inc., a
Florida corporation, and in January 1990 the Company changed its name to Outback
Steakhouse, Inc. ("Outback Florida"). Outback Steakhouse, Inc., a Delaware
corporation ("Outback Delaware"), was formed in April 1991 as part of a
corporate reorganization completed in June 1991 in connection with the Company's
initial public offering, as a result of which Outback Delaware became a holding
company for Outback Florida. Unless the context requires otherwise, references
to the "Company" mean Outback Delaware, its wholly owned subsidiaries and each
of the limited partnerships and joint ventures controlled by the Company and its
subsidiaries.

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In April 1993, the Company purchased a 50% interest in the cash flows of two
Carrabba's Italian Grill restaurants located in Houston, Texas (the "Original
Restaurants"), and entered into a 50-50 joint venture with the founders of
Carrabba's to develop additional Carrabba's Italian Grill restaurants
("Carrabba's"). Carrabba's Italian Grill, Inc. ("CIGI"), a Florida corporation,
was formed in January 1995. In January 1995, the founders obtained sole
ownership of the Original Restaurants, and the Company obtained sole ownership
of the Carrabba's concept and the four restaurants in Florida. The original
50-50 joint venture continues to develop restaurants in the State of Texas. The
Company has sole right to develop restaurants outside of Texas, and will pay
royalties to the founders ranging from 1.0% to 1.5% of sales of Carrabba's
restaurants opened after 1994.

In May 1995, the Company, through its wholly owned subsidiary, Outback
Steakhouse International, Inc., a Florida corporation, entered into an agreement
with Connerty International, Inc. to form Outback Steakhouse International,
L.P., a Georgia limited partnership to franchise Outback Steakhouse restaurants
internationally. In 1998, Outback Steakhouse International, L.P. began directly
investing in Outback Steakhouse restaurants in certain markets internationally
as well as continuing to franchise restaurants.

In June 1999, the Company, through its wholly owned subsidiary, OS Pacific,
Inc., a Florida corporation, entered into an agreement with Roy Yamaguchi, the
founder of Roy's Restaurants, to develop and operate future Roy's Restaurants
worldwide. Roy's Restaurants is an upscale casual restaurant featuring
"Hawaiian-Fusion" cuisine. There were 13 domestic Roy's Restaurants at December
31, 2001, in which the Company does not have an economic interest.

In October 1999, the Company, through its wholly owned subsidiary, OS Prime,
Inc., a Florida corporation, purchased three Fleming's Prime Steakhouse and Wine
Bar ("Fleming's") restaurants and agreed to purchase three additional Fleming's
currently under development by the founders of Fleming's. At the same time, the
Company entered into an agreement with the founders of Fleming's to develop and
operate additional Fleming's worldwide. Fleming's is an upscale casual
steakhouse format that serves dinner only and features prime cuts of beef, fresh
seafood, as well as pork, veal and chicken entrees and offers a selection of
over 100 quality wines available by the glass.

In 2000, through its wholly owned subsidiary, OS Louisiana, Inc., the Company
opened one Zazarac restaurant as a developmental format. Also, in 2000, through
its wholly owned subsidiary, OS Southern, Inc., the Company opened one Lee Roy
Selmon's ("Selmon's") restaurant as a developmental format.

In October 2001, the Company, through its wholly owned subsidiary, OS Sea, Inc.,
a Florida corporation, purchased the Bonefish Grill ("Bonefish") restaurant
operating system from the founders of Bonefish Grill. At the same time, the
Company entered into an agreement to acquire an interest in three existing
Bonefish Grill restaurants and to develop and operate additional Bonefish
Grills. Bonefish is a mid-scale, casual seafood format that serves dinner only
and features fresh oak-grilled fish, fresh seafood, as well as beef, pork,
chicken, and pasta entrees.

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CONCEPTS AND STRATEGIES

As of December 31, 2001, the Company's restaurant system included full-service
restaurants with several types of ownership structures. At December 31, 2001,
the system included restaurant formats and ownership structures as listed in the
following table:

(DOMESTIC) (INTERNATIONAL) CARRABBA'S FLEMING'S
OUTBACK STEAKHOUSE, INC OUTBACK OUTBACK ITALIAN PRIME LEE ROY BONEFISH
AND AFFILIATES STEAKHOUSES STEAKHOUSES GRILLS STEAKHOUSES ROY'S SELMON'S GRILLS TOTAL
----------- --------------- ------ ----------- ----- -------- ------ -----

COMPANY OWNED 553 22 75 11 11 1 3 676
DEVELOPMENT JOINT VENTURE 2 8 28 -- 1 -- 1 40
UNAFFILIATED FRANCHISE 112 42 -- -- -- -- -- 154
--- --- --- --- --- --- --- ---
TOTAL 667 72 103 11 12 1 4 870
=== === === === === === === ===

The majority of Outback restaurants serve dinner only and feature a limited menu
of high quality, uniquely seasoned steaks, prime rib, chops, ribs, chicken,
seafood and pasta. Outback also offers specialty appetizers, including the
signature "Bloomin' Onion," desserts and full liquor service. Carrabba's
restaurants serve dinner only and feature a limited menu of high quality Italian
cuisine including a variety of pastas, chicken, seafood, veal and wood-fired
pizza. Carrabba's also offers specialty appetizers, desserts, coffees and full
liquor service. Fleming's restaurants serve dinner only and feature a limited
menu of prime cuts of beef, fresh seafood, veal and chicken entrees. Fleming's
also offers several specialty appetizers and desserts. In addition to a full
service bar, Fleming's offers over 100 quality wines by the glass. The majority
of Roy's restaurants serve dinner only and feature a limited menu of "Hawaiian
fusion" cuisine that includes a blend of flavorful sauces and Asian spices with
a variety of seafood, beef, short ribs, pork, lamb and chicken. Roy's also
offers several specialty appetizers, desserts and full liquor service. Lee Roy
Selmon's ("Selmon's") serves dinner only and features "Southern Style" comfort
food. Selmon's also offers appetizers, desserts and full liquor service.
Bonefish Grill serves dinner only and features a variety of fresh grilled fish
complemented by a variety of sauces. Bonefish Grill also offers appetizers,
dessert and full liquor service. The Company believes that it differentiates its
Outback, Carrabba's, Fleming's, Roy's, Selmon's, and Bonefish restaurants by:

- -- emphasizing consistently high quality ingredients and preparation of a
limited number of menu items that appeal to a broad array of tastes;

- -- attracting a diverse mix of customers through a casual dining
atmosphere emphasizing highly attentive service;

- -- hiring and retaining experienced restaurant management by providing
general managers the opportunity to purchase an ownership interest in
the restaurants they manage; and

- -- limiting service to dinner for the majority of its locations,
(generally from 4:30 p.m. to 11:00 p.m.), which reduces the working
hours of restaurant management and employees.

OUTBACK STEAKHOUSE:

Menu. The Outback Steakhouse menu includes several cuts of freshly
prepared, uniquely seasoned and seared steaks, plus prime rib, barbecued ribs,
pork chops, chicken, seafood and pasta. The menu is designed to have a limited
number of selections to permit the greatest attention to quality while offering
sufficient breadth to appeal to all taste preferences. The Company tests new
menu items to replace slower-selling items and regularly upgrades ingredients
and cooking methods to improve quality and consistency of its food offerings.
The menu also includes several specialty appetizers and desserts, together with
full bar service featuring Australian beer and wine. Liquor service accounts for
approximately 13.1% of Outback Steakhouses' revenues. The price range of
appetizers is $2.69 to $7.99 and the price range of entrees is $6.49 to $27.99.
The average check per person was approximately $17.50 to $20.00 during 2001. The
prices that the Company charges in individual locations vary depending upon the
demographics of the surrounding area. Outback Steakhouses also offer a
low-priced children's menu, and certain Outback Steakhouses also offer a
separate menu offering larger portions of prime beef with prices ranging from
$20.99 to $28.99.

Casual Atmosphere. Outback Steakhouses feature a casual dining
atmosphere with a decor suggestive of the rustic atmosphere of the Australian
outback. The decor includes blond woods, large booths and tables and Australian
memorabilia such as boomerangs, surfboards, maps and flags.

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Restaurant Management and Employees. The general manager of each
Outback is required to purchase a 10% interest in the restaurant he or she
manages for $25,000, and is required to enter into a five-year employment
agreement. By requiring this level of commitment and by providing the general
manager with a significant stake in the success of the restaurant, the Company
believes that it is able to attract and retain experienced and highly motivated
managers. In addition, since the Company's restaurants are generally open for
dinner only, the Company believes that it has an advantage in attracting and
retaining servers, food preparers and other employees who find the shorter hours
an attractive life-style alternative to restaurants serving both lunch and
dinner.

CARRABBA'S ITALIAN GRILL:

Menu. The Carrabba's Italian Grill menu includes several types of
uniquely prepared Italian dishes including pasta, chicken, seafood, and
wood-fired pizza. The menu is designed to have a limited number of selections to
permit the greatest attention to quality while offering sufficient breadth to
appeal to all taste preferences. The Company tests new menu items to replace
slower-selling items and regularly upgrades ingredients and cooking methods to
improve quality and consistency of its food offerings. The menu also includes
several specialty appetizers, desserts, and coffees, together with full bar
service featuring Italian wines and specialty drinks. Liquor service accounts
for approximately 16.7% of Carrabba's revenues. The price range of appetizers is
$5.99 to $9.99 and the price of entrees is $8.49 to $18.99 with nightly specials
to $25.99. The average check per person was approximately $18.00 to $22.00
during 2001. The prices that the Company charges in individual locations vary
depending upon the demographics of the surrounding area.

Casual Atmosphere. Carrabba's Italian Grills feature a casual dining
atmosphere with a decor suggestive of a traditional Italian exhibition kitchen
where customers can watch their meals being prepared. The decor includes dark
woods, large booths and tables and Italian memorabilia featuring Carrabba's
family photos, authentic Italian pottery and cooking utensils.

Restaurant Management and Employees. The general manager of each
Carrabba's Italian Grill is required to purchase a 10% interest in the
restaurant he or she manages for $25,000 and is required to enter into a
five-year employment agreement. By requiring this level of commitment and by
providing the general manager with a significant stake in the success of the
restaurant, the Company believes that it is able to attract and retain
experienced and highly motivated managers. In addition, since the Company's
restaurants are generally open for dinner only, the Company believes that it has
an advantage in attracting and retaining servers, food preparers and other
employees who find the shorter hours an attractive life-style alternative to
restaurants serving both lunch and dinner.

FLEMING'S PRIME STEAKHOUSE & WINE BAR:

Menu. The Fleming's Prime Steakhouse and Wine Bar menu features prime
cuts of beef, fresh seafood, as well as pork, veal and chicken entrees.
Accompanying the entrees is an extensive assortment of freshly prepared salads
and side dishes available a la carte. The menu also includes several specialty
appetizers and desserts. In addition to full bar service, Fleming's offers a
selection of over 100 quality wines available by the glass. Liquor service
accounts for approximately 35.2% of Fleming's revenue. The price range of
entrees is $17.50 to $29.95. Appetizers range from $6.50 to $11.50 and side
dishes range from $4.50 to $6.95. The average check per person was approximately
$55.00 to $65.00 during 2001.

Upscale Casual Atmosphere. Fleming's Prime Steakhouse and Wine Bar
offers an upscale dining experience in an upbeat, casual setting. The decor
includes rich dark wood in the open dining room. One focal point of the
restaurant is the exhibition kitchen finished in stainless steel and appointed
with copper accents. Private dining rooms are available for private gatherings
or corporate functions.

Restaurant Management and Employees. The general manager of each
Fleming's is required to purchase a 6% interest in the restaurant he or she
manages for $25,000 and is required to enter into a five-year employment
agreement. The chef of each Fleming's is required to purchase a 2% interest in
the restaurant for $10,000 and is required to enter into a five-year employment
agreement. By requiring this level of commitment and by providing the general
manager and chef with a significant stake in the success of the restaurant, the
Company believes that it is able to attract and retain experienced and highly
motivated managers and chefs. In addition, since the Company's restaurants are
generally open for dinner only, the Company believes that it has an advantage in
attracting and retaining servers, food preparers and other employees who find
the shorter hours an attractive life-style alternative to restaurants serving
both lunch and dinner.
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ROY'S

Menu. Roy's menu offers Chef Roy Yamaguchi's "Hawaiian-fusion" cuisine,
a blend of flavorful sauces and Asian spices and features a variety of fish and
seafood, beef, short ribs, pork, lamb and chicken. The menu also includes
several specialty appetizers and desserts. Liquor service accounts for
approximately 28.0% of Roy's revenue. In addition to full bar service, Roy's
offers a large selection of quality wines. The price range of entrees is $16.00
to $32.00. Appetizers range from $7.00 to $26.00. The average check per person
was approximately $45.00 to $55.00 during 2001.

Upscale Casual Atmosphere. Roy's offers an upscale casual dining
experience. One focal point of the restaurant is the exhibition kitchen finished
in stainless steel and appointed with copper accents. Private dining rooms are
available for private gatherings or corporate functions.

Restaurant Management and Employees. The general manager of each Roy's
is required to purchase a 6% interest in the restaurant he or she manages for
$25,000 and is required to enter into a five-year employment agreement. The chef
of each Roy's is required to purchase a 5% interest in the restaurant for
$15,000 and is required to enter into a five-year employment agreement. By
requiring this level of commitment and by providing the general manager and chef
with a significant stake in the success of the restaurant, the Company believes
that it is able to attract and retain experienced and highly motivated managers
and chefs. In addition, since the Company's restaurants are generally open for
dinner only, the Company believes that it has an advantage in attracting and
retaining servers, food preparers and other employees who find the shorter hours
an attractive life-style alternative to restaurants serving both lunch and
dinner.

BONEFISH GRILL

Menu. The Bonefish Grill menu offers fresh oak-grilled fish and other
seafood uniquely prepared with a variety of freshly prepared sauces. In addition
to seafood, the menu also includes beef, pork, and chicken entrees. The menu
also includes several specialty appetizers. Liquor service accounts for
approximately 29.0% of Bonefish's revenue. The price range of entrees is $13.00
to $19.00. Appetizers range from $4.95 to $8.95.

Casual Atmosphere. Bonefish offers a casual dining experience in an
upbeat, refined setting. The warm, inviting dining room has hardwood floors,
large booths and tables, and distinctive artwork inspired by Florida's natural
coastal setting.

Restaurant Management and Employees. The general manager of each
Bonefish is required to purchase a 10% interest in the restaurant he or she
manages for $25,000 and is required to enter into a seven-year employment
agreement. By requiring this level of commitment and by providing the general
manager with a significant stake in the success of the restaurant, the Company
believes that it is able to attract and retain experienced and highly motivated
managers. In addition, since the Company's restaurants are generally open for
dinner only, the Company believes that it has an advantage in attracting and
retaining servers, food preparers and other employees who find the shorter hours
an attractive life-style alternative to restaurants serving both lunch and
dinner.

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EXPANSION STRATEGY

During the year ended December 31, 2001, 80 Outback Steakhouses, 22
Carrabba's Italian Grills, six Fleming's, nine Roy's and four Bonefish Grills
were added to the Company's restaurant system. In 2002, the Company expects to
develop 15 to 25 Carrabba's restaurants, the majority of which will be Company
owned, in existing markets where the restaurants have demonstrated success. The
Company expects to open 38 to 42 domestic company-owned Outback Steakhouse
restaurants in 2002, five to six domestic franchised or development joint
venture restaurants and 13 to 16 international restaurants, of which five to six
will be company owned and 8 to 10 will be franchised. During 2002, the Company
expects to develop new Outback Steakhouses and Carrabba's Italian Grills in its
existing markets and in select new domestic markets. The Company also intends to
add six to eight Fleming's Prime Steakhouse & Wine Bar restaurants, two to three
Roy's restaurants, six to eight Bonefish Grills, one Lee Roy Selmon's and one
Cheeseburger in Paradise during 2002.

The above statements regarding the Company's expansion plans constitute
forward-looking statements. The Company notes that a variety of factors could
cause the actual results and experience to differ from the anticipated results
referred to above. The Company's development schedule for new restaurant
openings is subject to a number of risk factors that could cause actual results
to differ, including:

(i) Availability of attractive sites for new restaurants and the ability to
obtain appropriate real estate sites at acceptable prices;

(ii) Ability to obtain all required governmental permits including zoning
approvals and liquor licenses on a timely basis;

(iii) Impact of government moratoriums or approval processes which could
result in significant delays;

(iv) Ability to obtain all necessary contractors and sub-contractors;

(v) Union activities such as picketing and hand billing which could delay
construction;

(vi) The ability to negotiate suitable lease terms;

(vii) The ability to generate or borrow funds;

(viii) The ability to recruit and train skilled management and restaurant
employees; and

(ix) Weather and acts of God beyond the Company's control resulting in
construction delays.

Company owned restaurants include restaurants owned by partnerships in
which the Company is a general partner. The partnership ownership interests in
the restaurants range from 51% to 90%. The results of operations of Company
owned restaurants are included in the consolidating operating results of the
Company. The portion of income attributable to the minority interests is
eliminated in the line item in the Company's Consolidated Statements of Income
entitled "Elimination of minority partners' interest." Development Joint Venture
restaurants are organized as general partnerships in which the Company is one of
two general partners. The Company generally owns 50% of the partnership and its
joint venture partner generally owns 50%.

Site Selection. The Company currently leases approximately 68% of its
restaurant sites. In the future, the Company expects to construct a significant
number of freestanding restaurants on owned or leased sites. The Company's
leased sites are generally located in strip shopping centers. The Company
expects 60% to 70% of new restaurants to be free standing locations. The Company
considers the location of a restaurant to be critical to its long-term success
and devotes significant effort to the investigation and evaluation of potential
sites. The site selection process focuses on trade area demographics, and site
visibility, accessibility and traffic volume. The Company also reviews potential
competition and the profitability of national chain restaurants operating in the
area. Senior management inspects and approves each restaurant site. Construction
of a new restaurant takes approximately 90 to 360 days from the date the
location is leased or under contract.

The Company designs the interior of its restaurants in-house and
utilizes outside architects when necessary. A typical Outback Steakhouse is
approximately 6,200 square feet and features a dining room and an island,
full-service liquor bar. The dining area of a typical Outback Steakhouse
consists of 35 to 38 tables and seats approximately 166 people. The bar area
consists of approximately ten tables and has seating capacity for approximately
54 people. Appetizers and complete dinners are served in the bar area.

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A typical Carrabba's Italian Grill is approximately 6,650 square feet
and features a dining room, pasta bar and a full service liquor bar. The dining
area of a typical Carrabba's Italian Grill consists of 35 to 40 tables and seats
approximately 160 people. The liquor bar area includes six tables and seating
capacity for approximately 59 people, and the pasta bar has seating capacity for
approximately 12 people. Appetizers and complete dinners are served in both the
pasta bar and liquor bar.

A typical Fleming's is approximately 7,900 square feet and features a
dining room, an exhibition kitchen and full service liquor bar. The dining area
of a typical Fleming's consists of approximately 50 tables and seats
approximately 200 people. The bar area includes six tables and bar seating with
a capacity for approximately 34 people.

A typical Roy's is approximately 7,100 square feet and features a
dining room, an exhibition kitchen and full service liquor bar. The dining area
of a typical Roy's consists of approximately 40 tables and seats approximately
150 people. The bar area includes up to six tables and bar seating with a
capacity for approximately 34 people.

RESTAURANT LOCATIONS

The following table sets forth the location of each existing Outback
Steakhouse as of December 31, 2001:

UNAFFILIATED UNAFFILIATED
DOMESTIC COMPANY OWNED DOMESTIC COMPANY OWNED DOMESTIC FRANCHISED INTERNATIONAL
RESTAURANTS RESTAURANTS RESTAURANTS FRANCHISED RESTAURANTS
- ---------------------- ----------------------- ------------------- ----------------------

Arizona(13) Nevada(7) Alabama(12) Australia(1)
Arkansas(7) New Hampshire(1) Alaska(1) Bahamas(1)
Colorado(14) New Jersey(14) California(55) Canada(17)
Connecticut(5) New Mexico(5) Florida(2) China(2)
Delaware(2) New York(21) Idaho(5) Costa Rica(1)
Florida(66) North Carolina(28) Mississippi(6) Dominican Republic(1)
Georgia(29) North Dakota(1) Montana(1) Guam(1)
Hawaii(6) Ohio(28) New York(3) Hong Kong(3)
Illinois(17) Oklahoma(8) Oregon(8) Indonesia(1)
Indiana(16) Pennsylvania(21) Tennessee(2) Japan(4)
Iowa(4) Rhode Island(1) Washington(17) Mexico(4)
Kansas(5) South Carolina(17) Singapore(1)
Kentucky(8) South Dakota(2) DOMESTIC Malaysia(1)
Louisiana(13) Tennessee(14) DEVELOPMENT Portugal(1)
Maryland(16) Texas(55) JOINT VENTURE United Kingdom(2)
Massachusetts(16) Utah(5) RESTAURANTS Venezuela(1)
Michigan(20) Vermont(1) -------------
Minnesota(9) Virginia(27)
Missouri(13) West Virginia(7) Florida(1) INTERNATIONAL
Montana(1) Wisconsin(5) Pennsylvania (1) COMPANY OWNED
Nebraska(3) Wyoming(2) RESTAURANTS
--------------

Cayman Islands(1)
Korea(16)
Philippines(2)
Puerto Rico(3)

INTERNATIONAL DEVELOPMENT
JOINT VENTURE
RESTAURANTS
-------------------------

Brazil(7)
Philippines(1)

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The following table sets forth the location of each existing Carrabba's Italian
Grill as of December 31, 2001:

COMPANY OWNED COMPANY OWNED DEVELOPMENT JOINT
RESTAURANTS RESTAURANTS VENTURE RESTAURANTS
- ------------- --------------- --------------------

Arizona(4) Michigan(2) Alabama(2)
Colorado(6) New Jersey(3) Florida(5)
Florida(29) New Mexico(1) Georgia(2)
Georgia(5) Nevada(2) Kentucky(1)
Indiana(1) North Carolina(7) Ohio(3)
Kansas(1) Ohio(1) South Carolina(3)
Massachusetts(1) Oklahoma(1) Tennessee(3)
Maryland(4) Pennsylvania(2) Texas(9)
Texas(3)
Virginia(2)

The following table sets forth the location of each existing Fleming's Prime
Steakhouse & Wine Bar as of December 31, 2001:

COMPANY OWNED
RESTAURANTS
- -------------
Arizona(2)
California(3)
Florida(1)
Maryland(1)
Texas(2)
Utah(1)
Virginia(1)

The following table sets forth the location of each Roy's as of December 31,
2001:

COMPANY OWNED
RESTAURANTS
- --------------
California(3)
Florida(4)
Maryland(1)
Nevada(1)
Pennsylvania(1)
Texas(1)

DEVELOPMENT JOINT
VENTURE RESTAURANTS
- -------------------

Georgia(1)

The following table sets forth the location of each Lee Roy Selmon's as of
December 31, 2001:

COMPANY OWNED
RESTAURANTS
- --------------
Florida (1)

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The following table sets forth the location of each Bonefish Grill as of
December 31, 2001:

COMPANY OWNED
- -------------

Florida (3)

DEVELOPMENT JOINT
VENTURE RESTAURANTS
- -------------------

Florida(1)

RESTAURANT OPERATIONS

Management and Employees. The management staff of a typical Outback
Steakhouse, Carrabba's Italian Grill or Bonefish Grill consists of one general
manager, one assistant manager and one kitchen manager. The management staff of
a typical Fleming's or Roy's consists of a general manager, an executive chef,
and two assistant managers. Each restaurant also employs approximately 50 to 70
hourly employees, many of whom work part-time. The general manager of each
restaurant has primary responsibility for the day-to-day operation of his or her
restaurant and is required to abide by Company established operating standards.

Purchasing. The Company's management negotiates directly with suppliers
for most food and beverage products to ensure uniform quality and adequate
supplies and to obtain competitive prices. The Company and its franchisees
purchase substantially all food and beverage products from authorized local or
national suppliers and the Company will periodically make advance purchases of
various inventory items to ensure adequate supply or obtain favorable pricing.
The Company currently purchases substantially all of its beef from three
suppliers.

Supervision and Training. The Company requires its area operating
partners and restaurant general managers to have significant experience in the
full-service restaurant industry. In addition, the Company has developed a
comprehensive 12-week training course which all operating partners and general
managers are required to complete. The program emphasizes the Company's
operating strategy, procedures and standards. The Company's senior management
meets quarterly with the Company's operating partners to discuss
business-related issues and share ideas. In addition, members of senior
management regularly visit the restaurants to ensure that the Company's concept,
strategy and standards of quality are being adhered to in all aspects of
restaurant operations.

The restaurant general manager and area operating partners, together
with the Company's President, Regional Vice Presidents, Vice President of
Training and Director of Training, are responsible for selecting and training
the employees for each new restaurant. The training period for new
non-management employees lasts approximately one week and is characterized by
on-the-job supervision by an experienced employee. Ongoing employee training
remains the responsibility of the restaurant manager. Written tests and
observation in the work place are used to evaluate each employee's performance.
Special emphasis is placed on the consistency and quality of food preparation
and service which is monitored through monthly meetings between kitchen managers
and senior management.

Advertising and Marketing. The Company uses radio and television
advertising in selected markets for Outback and Carrabba's where it is
cost-effective. Historically the Company's goal was to develop a sufficient
number of restaurants in each market it serves to permit the cost-effective use
of radio and television advertising. In the future, the Company expects that its
non-Outback restaurants will be less dependent on broadcast media and more
dependent on site visibility and local marketing. In addition, the Company
engages in a variety of promotional activities, such as contributing goods, time
and money to charitable, civic and cultural programs, in order to increase
public awareness of the Company's restaurants.

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GENERAL MANAGER PROGRAM

The general manager of each Company owned Outback, Carrabba's and Bonefish Grill
restaurant is required, as a condition of employment, to sign a five-year
(seven-years for Bonefish general managers) employment agreement and is required
to purchase a 10% interest in the restaurant he or she is employed to manage.
The general manager of each Company owned Fleming's and Roy's is required, as a
condition of employment, to sign a five-year employment agreement and is
required to purchase a 6% interest in the restaurant he or she is employed to
manage. The chef of each Company owned Fleming's and Roy's is required, as a
condition of employment, to sign a five-year employment agreement and is
required, for Fleming's, to purchase a 2% interest and for Roy's, to purchase 5%
interest in the restaurant. The Company requires each new unaffiliated
franchisee to provide the same opportunity to the general manager of each new
restaurant opened by that franchisee. To date, the purchase price for the 10%
interest in Outback and Carrabba's and the 6% interest in Fleming's and Roy's
has been fixed at $25,000. During the five-year employment term, each general
manager is prohibited from selling or otherwise transferring his 10% interest,
and after the five-year term of employment, any sale or transfer of that
interest is subject to certain rights of first refusal as defined in the
employment agreement. In addition, each general manager is required to sell his
10% interest to his employer or its general partners upon termination of
employment on terms set forth in his employment agreement. The Company intends
to continue the general manager investment program.

In January 2002, the Company's Board of Directors adopted a stock
option plan covering 7,500,000 shares of the Company's common stock. Under the
plan, options may be granted only to General Managers and chefs of restaurants
pursuant to the Company's General Manager program at their estimated fair
market value as of the date of the grant to restaurant general managers and
chefs as determined by the Company's Stock Option Committee. None of the
options covered by this plan may be granted to officers and directors of the
Company.

OWNERSHIP STRUCTURES

The Company's ownership interests in Outback Steakhouse restaurants and
Carrabba's Italian Grills are divided into two basic categories: (i) Company
owned restaurants which are owned by general partnerships in which the Company
is a general partner and (ii) development joint ventures. The results of
operations of Company owned restaurants are included in the Company's
Consolidated Statements of Income, and the results of operations of restaurants
owned by development joint ventures are accounted for using the equity method of
accounting.

COMPETITION

The restaurant industry is intensely competitive with respect to price,
service, location and food quality, and there are many well-established
competitors. Some of the Company's competitors have been in existence for a
substantially longer period than the Company and may be better established in
the markets where the Company's restaurants are or may be located. Changes in
consumer tastes, national, regional or local economic conditions, demographic
trends, traffic patterns and the type, number and location of competing
restaurants often affect the restaurant business. In addition, factors such as
inflation, increased food, labor and benefits costs and the availability of
experienced management and hourly employees may adversely affect the restaurant
industry in general and the Company's restaurants in particular.

UNAFFILIATED FRANCHISE PROGRAM

At December 31, 2001, there were 112 domestic franchised Outback
Steakhouses and 42 international franchised Outback Steakhouses. Each
unaffiliated domestic franchisee paid an initial franchise fee of $40,000 for
each restaurant and pays a continuing monthly royalty of 3% of gross restaurant
sales and a monthly marketing administration fee of 0.5% of gross restaurant
sales. Each unaffiliated international franchisee paid an initial franchise fee
of $80,000 to $200,000 for each restaurant and pays a continuing monthly royalty
of 3-5% of gross restaurant sales. In addition, until such time as the Company
establishes a national advertising fund or a regional advertising cooperative,
all domestic unaffiliated franchisees are required to expend, on a monthly
basis, a minimum of 3% of gross restaurant sales on local advertising. Once the
Company establishes a national advertising fund or a regional advertising
cooperative, covered domestic franchisees will be required to contribute, on a
monthly basis, 3.5% of gross restaurant sales to the fund or cooperative in lieu
of local advertising. Initial fees and royalties for international franchisees
vary by market. There were no unaffiliated franchises of Carrabba's Italian
Grills, Fleming's, Roy's, Lee Roy Selmon's or Bonefish Grills at December 31,
2001.

All unaffiliated franchisees are required to operate their Outback
Steakhouse restaurants in compliance with the Company's methods, standards and
specifications regarding such matters as menu items, ingredients, materials,
supplies, services, fixtures, furnishings, decor and signs although the
franchisee has full discretion to determine the prices to be charged to
customers. In addition, all franchisees are required to purchase all food,
ingredients, supplies and materials from suppliers approved by the Company.

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EMPLOYEES

The Company employs approximately 54,000 persons, approximately 300 of
whom are corporate personnel employed by Outback Steakhouse, Carrabba's, Outback
Steakhouses International franchising group, Fleming's Prime Steakhouse and Wine
Bar, Roy's, Lee Roy Selmon's and Bonefish Grill. Approximately 2,600 are
restaurant management personnel and the remainder is hourly restaurant
personnel. Of the approximately 300 corporate employees, approximately 70 are in
management and 230 are administrative or office employees. None of the Company's
employees is covered by a collective bargaining agreement.

TRADEMARKS

The Company regards its Outback Steakhouse service mark, its Carrabba's
Italian Grill service mark, its Fleming's Prime Steakhouse and Wine Bar service
mark, its Roy's service mark, its Lee Roy Selmon's service mark and its
"Bloomin' Onion" trademark as having significant value and as being important
factors in the marketing of its restaurants. The Company has also obtained a
trademark for several other of its Outback Steakhouse menu items, and the "No
Rules. Just Right." and "Aussie Mood. Awesome Food." advertising slogans. The
Company is aware of names and marks similar to the service mark of the Company
used by other persons in certain geographic areas in which the Company has
restaurants. However, the Company believes such uses will not adversely affect
the Company. The Company's policy is to pursue registration of its marks
whenever possible and to oppose vigorously any infringement of its marks.

GOVERNMENT REGULATION

The Company is subject to various federal, state and local laws
affecting its business. Each of the Company's restaurants is subject to
licensing and regulation by a number of governmental authorities, which may
include alcoholic beverage control, health and safety and fire agencies in the
state or municipality in which the restaurant is located. Difficulties in
obtaining or failures to obtain the required licenses or approvals could delay
or prevent the development of a new restaurant in a particular area.

Approximately 13.9% of the Company's revenues are attributable to the
sale of alcoholic beverages. Alcoholic beverage control regulations require each
of the Company's 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. Typically, licenses must be renewed annually and may be revoked
or suspended for cause at any time. Alcoholic beverage control regulations
relate to numerous aspects of daily operations of the Company's restaurants,
including minimum age of patrons and employees, hours of operation, advertising,
wholesale purchasing, inventory control and handling, storage and dispensing of
alcoholic beverages. The failure of a restaurant to obtain or retain liquor or
food service licenses would adversely affect the restaurant's operations.

The Company may be subject in certain states to "dram-shop" statutes,
which generally provide a person injured by an intoxicated person the right to
recover damages from an establishment which wrongfully served alcoholic
beverages to the intoxicated person. The Company carries liquor liability
coverage as part of its existing comprehensive general liability insurance.

The Company's restaurant operations are also subject to federal and
state minimum wage laws governing such matters as working conditions, overtime
and tip credits. Significant numbers of the Company's food service and
preparation personnel are paid at rates related to the federal minimum wage and,
accordingly, further increases in the minimum wage could increase the Company's
labor costs.

The Americans with Disabilities Act prohibits discrimination in
employment and public accommodations on the basis of disability. The Act became
effective in January 1992 with respect to public accommodation and July 1992
with respect to employment. Under the Act, the Company could be required to
expend funds to modify its restaurant to provide service to, or make reasonable
accommodations for the employment of, disabled persons.

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ITEM 2. PROPERTIES

Approximately 68% of the Company's restaurants are located in leased
space. In the future, the Company intends to continue to construct and own a
significant number of new restaurants on owned or leased land. Initial lease
expirations primarily range from five to ten years, with the majority of the
leases providing for an option to renew for at least one additional term. All of
the Company's leases provide for a minimum annual rent, and most leases call for
additional rent based on sales volume at the particular location over specified
minimum levels. Generally, the leases are net leases that require the Company to
pay the costs of insurance, taxes and a portion of lessors' operating costs. See
pages 8 through 10 for listing of restaurant locations.

The Company's executive offices are located in approximately 93,000
square feet of leased space in Tampa, Florida, under a lease expiring in 2010.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any litigation other than routine matters
which are incidental to the Company's business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

There were no matters submitted for vote of security holders during the
fourth quarter of 2001.

Executive Officers of Registrant. Joseph J. Kadow, 45, joined the
Company in April, 1994, as Vice President, General Counsel and Secretary. Mr.
Kadow serves at the pleasure of the Board of Directors.

13 of 24

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCK MATTERS

Filed herewith as Exhibit 13.03 and incorporated herein by reference.

Following is information relating to the shares of common stock issued
by the Company in transactions not registered under the Securities Act of 1933.

SHARES EXEMPTION FROM
DATE ISSUED PURCHASER CONSIDERATION REGISTRATION
- ---- ------ --------- ------------- -------------

01/01/2001 67,377 Empire Associates, Inc., a Florida corporation (1) Rule 506
02/27/2001 29,252 Utah Summit Corporation, a Nevada corporation (1) Rule 506
03/19/2001 40,317 Kanga, Inc., an Ohio corporation (1) Rule 506
04/01/2001 53,964 Carrolina Restaurant Associates, Inc., a North Carolina corporation (1) Rule 506

(1) The Company from time to time issues shares of common stock in exchange for
interests in restaurants owned by its area operating partners. The number
of shares issued in exchange for the interests is determined using a
current market price of the shares. The aggregate value of shares issued
was $1,754,605, $751,613, $1,035,909 and $1,370,822, respectively.

DIVIDEND POLICY:

The Company has never paid a cash dividend on its Common Stock. The
Board of Directors intends to retain earnings of the Company to support
operations and to finance expansion and does not intend to pay cash dividends on
Common Stock for the foreseeable future. The payment of cash dividends in the
future will depend upon such factors as earnings levels, capital requirements,
the Company's financial condition and other factors deemed relevant by the Board
of Directors.

The Board of Directors authorized a three-for-two stock split of the
Company's Common Stock to be effected in the form of a stock dividend payable on
March 2, 1999 to the shareholders of record as of February 16, 1999.

ITEM 6. SELECTED FINANCIAL DATA

YEARS ENDED DECEMBER 31,
--------------------------------------------------------------------------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
(Dollar amounts in thousands,
except per share data)

Statements of Income Data(2):
REVENUES
Restaurant sales .......................... $ 2,107,290 $ 1,888,322 $ 1,632,720 $ 1,392,587 $ 1,179,211
Other revenues ............................ 19,843 17,684 13,293 10,024 7,684
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES .............................. 2,127,133 1,906,006 1,646,013 1,402,611 1,186,895
------------ ------------ ------------ ------------ ------------
COSTS AND EXPENSES
Cost of sales ............................. 807,980 715,224 620,249 543,770 453,826
Labor and other related ................... 507,824 450,879 387,006 327,261 281,233
Other operating ........................... 418,871 358,347 299,829 259,757 214,442
Depreciation and amortization ............. 69,002 58,109 50,709 40,771 46,235
General & administrative expenses ......... 80,365 75,550 61,173 52,879 44,565
Provision for impaired assets and
restaurant closings(1) .................. 4,558 5,493 26,001
Contribution for "Dine Out for America"(3). 7,000
Loss (income) from operations of
unconsolidated affiliates ............... (4,517) (2,457) (1,089) (514) 467
------------ ------------ ------------ ------------ ------------
1,891,083 1,655,652 1,423,370 1,223,924 1,066,769
------------ ------------ ------------ ------------ ------------
Income from operations ...................... 236,050 250,354 222,643 178,687 120,126
Other income (expense), net ................. (2,287) (1,918) (3,042) (850)
Interest income (expense), net .............. 2,438 4,450 1,416 (1,357) (2,847)
------------ ------------ ------------ ------------ ------------
Income before elimination of
minority partners' interest
and provision for income taxes ............ 236,201 252,886 221,017 176,480 117,279
Elimination of minority
partners' interest ........................ 30,373 33,884 29,770 21,914 19,882
------------ ------------ ------------ ------------ ------------
Income before provision for income taxes .... 205,828 219,002 191,247 154,566 97,397
Provision for income taxes .................. 72,451 77,872 66,924 53,638 33,749
------------ ------------ ------------ ------------ ------------
Income before cumulative effect of a
change in accounting principle ............ 133,377 141,130 124,323 100,928 63,648
Cumulative effect of a change in
accounting principle (net of taxes) ....... (4,880)
------------ ------------ ------------ ------------ ------------
Net income .................................. $ 133,377 $ 141,130 $ 124,323 $ 96,048 $ 63,648
============ ============ ============ ============ ============

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Basic earnings per common share
Income before cumulative effect of
change in accounting principle ........... $ 1.74 $ 1.82 $ 1.61 $ 1.33 $ 0.86
Cumulative effect of change in
accounting principle (net of taxes) ...... (0.06)
------------ ------------ ------------ ------------ ------------
Net income ................................ $ 1.74 $ 1.82 $ 1.61 $ 1.27 $ 0.86
============ ============ ============ ============ ============

Diluted earnings per common share
Income before cumulative effect of
change in accounting principle ........... $ 1.70 $ 1.78 $ 1.57 $ 1.30 $ 0.85
Cumulative effect of change in
accounting principle (net of taxes) ...... (0.06)
------------ ------------ ------------ ------------ ------------
Net income ................................ $ 1.70 $ 1.78 $ 1.57 $ 1.24 $ 0.85
============ ============ ============ ============ ============

Pro forma net income(2) ..................... $ 122,398 $ 94,683 $ 62,774
============ ============ ============
Pro forma basic earnings per common
share(2) .................................. $ 1.59 $ 1.25 $ 0.85
============ ============ ============
Pro forma diluted earnings per
common share(2) ........................... $ 1.55 $ 1.22 $ 0.84
============ ============ ============
Basic weighted average number of
common shares outstanding ................. 76,632 77,470 77,089 75,702 74,007
Diluted weighted average number of
common shares outstanding .................. 78,349 79,232 79,197 77,484 75,014
Balance Sheet Data:
Working capital (deficiency) ................ $ 16,600 $ 14,002 $ 12,276 $ 5,600 $ (10,153)
Total assets ................................ 1,237,748 1,022,535 852,282 718,918 603,568
Long-term debt .............................. 13,830 11,678 1,519 38,966 70,492
Interest of minority partners in
consolidated partnerships ................. 44,936 16,840 17,704 9,912 4,561
Stockholders' equity ........................ 941,844 807,590 692,965 548,440 437,382

(1) The 2001 amount is related to restaurant closings, severance and other
related costs. The 1999 amount includes approximately $3,617,000 for
the write down of certain impaired assets and $1,876,000 related to
restaurant closings, severance and other costs. The 1997 amount
includes approximately $23,113,000 for the write down of certain
impaired assets and $2,888,000 related to restaurant closings,
severance and other costs. These write downs primarily related to
Carrabba's restaurant properties.

(2) In 1999, the Company issued shares of its Common Stock for all of the
outstanding shares of its New England franchisee which owned 17 Outback
Steakhouses in Connecticut, Massachusetts, New Hampshire and Rhode
Island. In 1995 and 1996, the Company issued shares of its Common Stock
to five of its franchisees in exchange for all of their outstanding
interests in Outback Steakhouses located in Oklahoma, Nebraska,
Arkansas, Kansas, Ohio, Kentucky, Virginia, Illinois, Missouri and
Tennessee. Pro forma amounts include an adjustment to increase the
provision for income taxes to reflect the anticipated tax as if the
merging Companies had not elected to be taxed under Subchapter S of the
Internal Revenue Code. These mergers were accounted for by the
pooling-of-interests method using historical amounts and the amounts
have been restated to give retroactive effect to the mergers for all
periods presented.

(3) In 2001, the Company contributed 100% of its sales proceeds from
Thursday, October 11, 2001 to charitable organizations to benefit
victims of the terrorist attacks of September 11, 2001. The Company's
sales on October 11, 2001 for the "Dine Out for America" fund raising
event totalled approximately $7,000,000, all of which was contributed
during 2001.

All applicable share and per share data have been restated to reflect the
retroactive effect of a three-for-two stock split effective on March 2, 1999.

15 of 24

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Filed as Exhibit 13.01 and incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Report of Independent Certified Public Accountants and Consolidated
Financial Statements of the Company are filed herewith as Exhibit 13.02 and are
incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

16 of 24

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item concerning the Company's
executive officers, except for Joseph J. Kadow whose information is reported on
Part I under the caption of Executive Officers of Registrant, and directors is
incorporated herein by reference to the information set forth under the section
entitled "Election of Directors" and "Beneficial Owners and Management" in the
Company's Definitive Proxy Statement dated March 28, 2002.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by
reference to the information set forth under the section entitled "Executive
Compensation" in the Company's Definitive Proxy Statement dated March 28, 2002.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated herein by
reference to the information set forth under the section entitled "Beneficial
Owners and Management" in the Company's Definitive Proxy Statement dated
March 28, 2002.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is incorporated herein by
reference to the information set forth under the section entitled "Compensation
Committee Interlocks and Insider Participation" in the Company's Definitive
Proxy Statement dated March 28, 2002.

17 of 24

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) LISTING OF FINANCIAL STATEMENTS

Report of Independent Certified Public Accountants

The following consolidated financial statements of the Registrant and
subsidiaries, included in the Registrant's Annual Report to
Shareholders, are incorporated by reference in Item 8:

Consolidated Balance Sheets - December 31, 2001 and 2000

Consolidated Statements of Income - Years ended December 31, 2001,
2000, and 1999

Consolidated Statements of Stockholders' Equity - Years ended
December 31, 2001, 2000, and 1999

Consolidated Statements of Cash Flows - Years ended December 31, 2001,
2000, and 1999

Notes to Consolidated Financial Statements

(b) REPORTS ON FORM 8-K

None.

(c) FINANCIAL STATEMENT SCHEDULES

None.

(d) EXHIBITS

The exhibits in response to this portion of Item 14 are listed below.

Number Description
------ -----------

3.01 Certificate of Incorporation of the Company (included as an exhibit to Registrant's
Registration Statement on Form S-1, No. 33-40255, and incorporated herein by reference)

3.02 By-laws of the Company (included as an exhibit to Registrant's Registration
Statement on Form S-1, No. 33-40255, and incorporated herein by reference)

4.01 Specimen Stock Certificate (included as an exhibit to Registrant's Registration
Statement on Form S-1, No. 33-40255, and incorporated herein by reference)

4.02 Agreement and Plan of Reorganization dated December 18, 1991 among Outback Delaware,
Outback Florida, American Restaurants of South Florida, Inc. ("ARSF") and the
stockholders of ARSF (included as an exhibit to Registrant's Registration
Statement on Form S-1, No. 33-44452, and incorporated herein by reference)

4.03 Agreement and Plan of Reorganization dated July 1, 1992 among Outback Delaware, Outback
Florida, Stone Danker, Inc. ("SDI") and the stockholders of SDI (included as an exhibit
to Registrant's Registration Statement on Form S-1, No. 33-49586 and incorporated
herein by reference)

4.04 Agreement and Plan of Reorganization dated March 1, 1993 among Outback Delaware, Outback
Florida, Florida Summit Corporation ("Summit") and the stockholders of Summit (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1992
and incorporated herein by reference)

4.05 Agreement and Plan of Reorganization dated March 1, 1993 among Outback Delaware, Outback
Florida, Grantham Group, Inc. ("Grantham Group") and the stockholders of Grantham Group
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31,1992 and incorporated herein by reference)

18 of 24

4.06 Agreement and Plan of Reorganization dated March 1, 1993 among Outback Delaware,
Outback Florida, F & B, Inc. ("F & B") FT & B Enterprises/Ohio, Inc. ("FT & B"), Taste
Buds, Inc. ("Taste Buds"), Taste Buds of St. Matthews, Ltd., the stockholders of F & B,
FT & B, and Taste Buds, and the partners of Taste Buds of St. Matthews, Ltd (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year ended December
31, 1992 and incorporated herein by reference)

4.07 Joint Venture Agreement dated March 31, 1993 between Outback/Carrabba, Inc. and Mangia
Beve, Inc. (included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31,1993 and incorporated herein by reference)

4.08 Agreement and Plan of Reorganization Among Outback Steakhouse, Inc., Outback Steakhouse
of Florida, Inc., Aussie Enterprises, Inc., Attinger & Associates, Inc., Aussie of
Louisiana, L.L.P., Aussie of Baton Rouge No. 1901, L.L.C., Aussie of New Orleans No.
1911, L.L.C., Aussie of Lafayette No. 1921, L.L.C., Aussie of Shreveport No. 1931,
L.L.C., Aussie of Slidell No. 1912, L.L.C., Braxton I. Moody, IV and Bruce Attinger
(included as an exhibit to Registrant's Report on Form 10-Q for the quarter ended
March 31, 1994 and incorporated herein by reference)

4.09 Agreement and Plan of Reorganization dated May 18, 1994 Among Outback Steakhouse, Inc.,
Outback Steakhouse of Florida, Inc., Hugh Connerty, Carl Sahlsten, Ridge Sink, Michael
Coble, and the Partnerships and their respective General Partners (included as an exhibit
to Registrant's Report on Form 10-Q/A for the quarter ended March 31, 1994 and
incorporated herein by reference)

4.10 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. (included as an
exhibit to Registrant's Report on Form 10-Q for the quarter ended March 31, 1995 and
incorporated herein by reference)

4.11 Reorganization Agreement dated January 1, 1995 among Carrabba/Outback Joint Venture,
Outback/Carrabba, Inc., Outback Steakhouse, Inc., Mangia Beve, Inc., Carrabba, Inc.,
Carrabba's of Woodway, Inc., John C. Carrabba, III, Damian C. Mandola, and John
C. Carrabba, Jr. (included as an exhibit to Registrant's Report on Form 10-Q for the
quarter ended March 31, 1995 and incorporated herein by reference)

4.12 Agreement and Plan of Reorganization dated March 24, 1995 among Outback Steakhouse,
Inc., Outback Steakhouse of Florida, Inc., Fioretti-Theisen, Inc., and Charles E.
Fioretti (included as an exhibit to Registrant's Registration Statement on Form
S-3, No. 33-95498, and incorporated herein by reference)

4.13 Agreement and Plan of Reorganization dated July 31, 1995 among Outback Steakhouse,
Inc., Outback Steakhouse of Florida, Inc., G'Day, Inc., Donald R. Everts, and Claire E.
Everts (included as an exhibit to Registrant's Registration Statement on Form
S-3, No. 33-97166, and incorporated herein by reference)

4.14 Agreement for Sale and Purchase of Partnership Interest among Outback
Steakhouse, Inc., Shlemon, Inc. and Steve Shlemon (included as an exhibit to
Registrant's Registration Statement on Form S-3, No.333-00176, and incorporated herein
by reference)

4.15 Agreement and Plan of Reorganization dated December 26, 1995 among Outback Steakhouse,
Inc., Outback Steakhouse of Florida, Inc., Hal W. Smith, William E. Rosenthal, Geoff
Alston, David M. Brauckmann, Don Elliot, Joseph C. Penshorn, Waymon D. Williams,
Williams J. Bishop, Dan Trierweiler, OB-Little Rock, Inc., Lane Resources Trust
(included as an exhibit to Registrant's Report on Form 8-K dated December 31, 1995
and incorporated herein by reference)

4.16 Agreement and Plan of Reorganization dated December 26, 1995 among Outback Steakhouse,
Inc., Outback Steakhouse of Florida, Inc., Michael Duty, Robert Krug, Henry Harris, Kent
Little (included as an exhibit to Registrant's Report on Form 8-K dated December 31, 1995
and incorporated herein by reference)

4.17 Agreement and Plan of Reorganization dated December 26, 1995 among Outback Steakhouse,
Inc., Outback Steakhouse of Florida, Inc., Frank Attinger, Kevin A. Rowell, F. Beaven
Smith (included as an exhibit to Registrant's Report on Form 8-K dated
December 31, 1995 and incorporated herein by reference)

4.18 Agreement and Plan of Reorganization dated February 2, 1996 among Outback Steakhouse,
Inc., Outback Steakhouse of Florida, Inc., Robert Frey, Ronald Sock, David Ferry,
Joseph Sumislawski, FMI Restaurants, Inc., Fore Management West End, Inc., Fore
Management, Inc. and Fore Management Leasing, L.P. (included as an exhibit to
Registrant's Report on Form 8-K/A dated December 31, 1995 and incorporated herein by reference)

19 of 24

4.19 Agreement and Plan of Reorganization dated February 2, 1996 among Outback Steakhouse,
Inc., Eric P. Bachelor, Brenica Restaurant Group, Inc., First Four Group, Inc., and
various partners (included as an exhibit to Registrant's Registration Statement on Form
S-3, No. 333-4674, and incorporated herein by reference)

4.20 Agreement and Plan of Reorganization, dated May 28, 1996, among Outback Steakhouse,
Inc., Outback Steakhouse of Florida, Inc., Nevada Summit Corporation, and Anthony P.
Grappo (included as Exhibit 2.2 to Registration Statement on Form S-3, No.
333-14597, and incorporated herein by reference)

4.21 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Outback Steakhouse
of Florida, Inc. and Wibel & Associates (included as Exhibit 2.1 to Registration
Statement on Form S-3, No. 333-38985, and incorporated herein by reference)

4.22 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc. and Novello and Associates, Inc. (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated
herein by reference)

4.23 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc. and Songlines, Inc. (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated
herein by reference)

4.24 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc. and Stone, Inc. (included as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference)

4.25 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc. and Hood & Associates, Inc. and Dennis L. Hood (included as an exhibit
to Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference)

4.26 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc. and Aaron Restaurant Group, Ltd. (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated
herein by reference)

4.27 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc., Samuel Tancredi and Tancredi, Inc. (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31,1998 and
incorporated herein by reference)

4.28 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc., Flanagan & Associates, Inc., and Thomas J. Flanagan (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31,
1999 and incorporated herein by reference)

4.29 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc., J K Steak, Inc., and James Pollard (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference)

4.30 Joint Venture Agreement of Roy's/Outback dated June 17, 1999 between OS Pacific,
Inc., a wholly-owned subsidiary of Outback Steakhouse, Inc., and Roy's Holdings, Inc.
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference)

4.31 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc., Coble, Inc., and Michael W. Coble (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference)

4.32 Asset Purchase Agreement by and between OS Prime, Inc., a wholly-owned subsidiary of
Outback Steakhouse, Inc., and Fleming Prime Steakhouse I, L.L.C. (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31,
1999 and incorporated herein by reference)

4.33 Operating Agreement of Outback/Fleming's, LLC, a Delaware limited liability company, dated
October 1, 1999, by and among OS Prime, Inc., a wholly-owned subsidiary of Outback
Steakhouse, Inc., FPSH Limited Partnership and AWA III Steakhouses, Inc. (included as an
exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999
and incorporated herein by reference)

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4.34 Agreement and Plan of Reorganization among Outback Steakhouse Inc., Outback Steakhouse
of Florida, Inc., Charles Angelopulos, Anthony Athanas, Jr., Donald W. Burton,
Arthur Collias, Peter Lynch, J. Brian McCarthy, John F. Doyle, Kevin P. Harron,
Tedesco Steakhouse, Inc., a Massachusetts corporation, and KPH, Inc., a Massachusetts
corporation (included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 and incorporated herein by reference)

4.35 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., Rowell, Inc. and Kevin A. Rowell (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by
reference)

4.36 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., McMahon Restaurant Group, Inc. And Matthew J. McMahon (included as an
exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000
and incorporated herein by reference)

4.37 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., Hadley, Inc. and Wm. Blaise Hadley (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by
reference)

4.38 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., A&J Aussie Restaurant Group, Inc. And Ronald S. Duckstein (included as an
exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000
and incorporated herein by reference)

4.39 Asset Purchase Agreement by and between Outback/Hawaii-I, Limited Partnership Roy's Aussie
Steakhouse, L.P. and Roy's Aussie Steakhouse Number Two, LLC Dated as of January 1, 2000
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 and incorporated herein by reference)

4.40 Stock Purchase Agreement by and among Outback Steakhouse International, L.P. Chang Kwun
Kim, Young Sook Yeo, Jong Kuk Kim, Sang Sook An, Moon Hwan Kim, Hyun Joo Shin, In Hye Kim,
Sung Bae Im and Great Field, Inc dated February 25, 2000 (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by reference)

4.41 Asset Purchase Agreement by and between OS Pacific, Inc. and Restaurant Concepts of Bonita
Springs, Limited Partnership dated June 1, 2000 (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by
reference)

4.42 Operating Agreement for Cheeseburger in Paradise, LLC a Delaware Limited Liability Company
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 and incorporated herein by reference)

4.43 Purchase Agreement dated January 1st 2001, by and between Carrabba's Italian Grill and
Gold Coast Restaurant Group, Inc. (included as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference)

4.44 License Agreement made and entered into effective January 1, 2001 by and among OS
Suites, Ltd., Horne Tipps Trophy Suites, Inc., Horne Tipps Holding Company, William
E. Horne and James R. Tipps, Jr. (included as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference)

4.45 License Agreement made and entered into effective January 1, 2001 by and among OS
Golf Marketing, Ltd., Horne Tipps Holding Company, William E. Horne and James R.
Tipps, Jr. (included as an exhibit to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000 and incorporated herein by reference)

4.46 Agreement and Plan of Reorganization among Outback Steakhouse, Inc.,
Outback Steakhouse of Florida, Inc., Empire Associates, Inc. and Stacy C. Cofield (filed
herewith)

4.47 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., Utah Summit Corporation, and Anthony P. Grappo (filed herewith)

4.48 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Outback Steakhouse
of Florida, Inc., Kanga, Inc. and Kent Little (filed herewith)

4.49 Agreement and Plan of Reorganization among Outback Steakhouse, Inc., Carrabba's Italian
Grill, Inc., Carrolina Restaurant Associates, Inc. and William J. Kadow (filed herewith)

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4.50 Asset Purchase Agreement by and between OS Sea, Inc. and Bonefish Grill Holdings, Inc.,
Bonefish Grill, LLC, Timothy V. Curci and Christopher L. Parker dated as of
October, 2001 (filed herewith)

4.51 Contribution Agreement by and among OSS/BG, LLC, OS SEA, INC., Bonefish Grill, LLC,
Bonefish Grill Holdings, Inc., Timothy V. Curci and Christopher L. Parker dated as of
October, 2001 (filed herewith)

10.01 Lease for the Company's executive offices (included as and exhibit to Registrant's
Registration Statement on Form S-1, No. 33-44452, and incorporated herein by reference)

10.02 Service and Non-Competition Agreement dated January 2, 1990, between Outback Florida and
Chris T. Sullivan (included as and exhibit to Registrant's Registration Statement on
Form S-1, No. 33-40255, and incorporated herein by reference)

10.03 Service and Non-Competition Agreement dated January 2, 1990, between Outback Florida and
Robert D. Basham (included as and exhibit to Registrant's Registration Statement on Form
S-1, No. 33-40255, and incorporated herein by reference)

10.04 Service and Non-Competition Agreement dated January 2, 1990, between Outback Florida and
John Timothy Gannon (included as and exhibit to Registrant's Registration Statement on
Form S-1, No. 33-40255, and incorporated herein by reference)

10.05 Employment Agreement dated February 2, 1988, between Outback Florida and John Timothy
Gannon (included as and exhibit to Registrant's Registration Statement on Form S-1,
No. 33-40255, and incorporated herein by reference)

10.06 Employment Agreement dated January 2, 1990, between Outback Florida and Robert Merritt
(included as and exhibit to Registrant's Registration Statement on Form S-1, No. 33-40255,
and incorporated herein by reference)

10.07 Stock Option Agreement dated January 2, 1990, between Outback Florida and Robert Merritt
(included as and exhibit to Registrant's Registration Statement on Form S-1, No. 33-40255,
and incorporated herein by reference)

10.08 Stock Option Plan (included as and exhibit to Registrant's Registration Statement on
Form S-1, No. 33-40255, and incorporated herein by reference)

10.09 Loan Agreement dated September 14, 1994 between Outback Steakhouse, Inc. and Barnett
Bank of Tampa (included as an exhibit to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994 and incorporated herein by reference)

10.10 Employment Agreement dated October, 1990 between Paul Avery and Outback Florida (included
as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference)

10.11 Stock Option Agreement dated November 30, 1990 between Outback Florida and Paul Avery
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference)

10.12 Employment Agreement dated March, 1994 between Outback Florida and Joseph J. Kadow
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference)

10.13 Stock Option Agreement dated April 1, 1994 between Outback Florida and Joseph J. Kadow
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference)

10.14 Amendment to Lease for the Company's executive offices dated June 10, 1994 (included as an
exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference)

10.15 Amendment to Lease for the Company's executive office dated December 17, 1995 (included as
an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1995
and incorporated herein by reference)

10.16 Stock Purchase Agreement dated July 18, 1995 among Outback Steakhouse, Inc., Robert D.
Basham, J. Timothy Gannon, and Bommerang Air, Inc. (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by
reference)

10.17 First Amendment to Loan Agreement dated August 14, 1995 between Outback Steakhouse,
Inc. and Barnett Bank of Tampa (included as an exhibit to Registrant's Annual Report on

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Form 10-K for the year ended December 31, 1995 and incorporated herein by reference)

10.18 Amended and Restated Revolving Promissory Noted dated August 14, 1995 between Outback
Steakhouse, Inc. and Barnett Bank of Tampa (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated
herein by reference)

10.19 Second Amendment to Loan Agreement dated May 30, 1996 between Outback Steakhouse, Inc.
and Barnett Bank of Tampa (included as an exhibit to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1996 and incorporated herein by reference)

10.20 Amended and Restated Revolving Promissory Note dated May 30, 1996 between Outback
Steakhouse, Inc. and Barnett Bank of Tampa (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated
herein by reference)

10.21 First Amendment to Second Amended and Restated Loan Agreement dated May 30, 1996 between
Outback Steakhouse, Inc. and Barnett Bank of Tampa (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated herein by
reference)

10.22 Amended and Restated Commercial Promissory Note dated May 30, 1996 between Outback
Steakhouse, Inc. and Barnett Bank of Tampa (included as an exhibit to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996 and incorporated
herein by reference)

10.23 Credit Agreement dated as of August 22, 1997 among Outback Steakhouse, Inc., as Borrower,
Outback Steakhouse of Florida, Inc., and Carrabba's Italian Grill, Inc., as
Guarantors, The Lenders Identified Herein, as Lenders and Barnett Bank, N.A., as Agent
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year
Ended December 31, 1997 and incorporated herein by reference)

10.24 Lease for the Company's executive offices (included as an exhibit to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998 and incorporated Herein by
reference)

10.25 Credit Agreement dated as of December 21, 1999 among Outback Steakhouse, Inc., Wachovia
Bank, N.A., as Agent, Wachovia Securities, Inc., as Sole Arranger, SunTrust Bank, [Tampa
Bay], as Syndication Agent, and SouthTrust Bank, National Association, as Documentation
Agent (included as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference)

10.26 $15,000,000.00 Credit Agreement dated as of June 13, 2000 between Outback Steakhouse,
Inc. and Wachovia Bank, N.A. (included as an exhibit to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000 and incorporated herein by reference)

10.27 First Amendment to Credit Agreement dated December 20, 2000 by and among Outback
Steakhouse, Inc., a Delaware corporation (the "Borrower"), Wachovia Bank, N.A., as Agent
and a bank, Suntrust Bank, Southtrust Bank, The Huntington National Bank, Hibernia
National Bank and Bank of America, N.A. (collectively referred to Herein as the "Banks")
(included as an exhibit to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000 and incorporated herein by reference)

10.28 Outback Steakhouse, Inc. Amended and Restated Stock Option Plan (included as an exhibit to
Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and
incorporated herein by reference)

10.29 Second Amendment to Employment Agreement dated October 15, 2000 between Paul Avery
and Outback Steakhouse of Florida, Inc. (included as an exhibit to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference)

13.01 Management's Discussion and Analysis (filed herewith)

13.02 Report of Independent Certified Public Accountants and Consolidated Financial Statements
(filed herewith)

13.03 Market for the Registrant's Common Stock and Related Stock Matters (filed herewith)

21.01 List of Subsidiaries (filed herewith)

23.01 Consent of PricewaterhouseCoopers LLP (filed herewith)

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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.

OUTBACK STEAKHOUSE, INC.

By: /s/ Chris T. Sullivan
---------------------------------------
CHRIS T. SULLIVAN, CHAIRMAN

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT
AND IN THE CAPACITIES AND ON THE DATES INDICATED.

/s/ Chris T. Sullivan Chairman, Chief Executive Officer March 28, 2002
- ------------------------------------ and Director (Principal Executive Officer)
Chris T. Sullivan

/s/ Robert S. Merritt Senior Vice President, Chief Financial Officer, March 28, 2002
- ------------------------------------ Treasurer and Director (Principal Financial Officer
Robert S. Merritt and Principal Accounting Officer)

/s/ Robert D. Basham President, Chief Operating Officer and Director March 28, 2002
- ------------------------------------
Robert D. Basham

/s/ J. Timothy Gannon Senior Vice President and Director March 28, 2002
- ------------------------------------
J. Timothy Gannon

/s/ Paul E. Avery Director March 28, 2002
- ------------------------------------
Paul E. Avery

/s/ John A. Brabson Director March 28, 2002
- ------------------------------------
John A. Brabson, Jr.

/s/ Charles H. Bridges Director March 28, 2002
- ------------------------------------
Charles H. Bridges

/s/ W.R. Carey, Jr. Director March 28, 2002
- ------------------------------------
W.R. Carey, Jr.

/s/ Edward L. Flom Director March 28, 2002
- ------------------------------------
Edward L. Flom

/s/ Debbi Fields Rose Director March 28, 2002
- ------------------------------------
Debbi Fields Rose

/s/ Nancy Schneid Director March 28, 2002
- ------------------------------------
Nancy Schneid

/s/ Lee Roy Selmon Director March 28, 2002
- ------------------------------------
Lee Roy Selmon

/s/ Toby S. Wilt Director March 28, 2002
- ------------------------------------
Toby S. Wilt

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