UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year end December 31, 2001 ------------------------------------------ [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission file number ____________ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: OUTBACK STEAKHOUSE, INC. SALARIED EMPLOYEES 401(k) PLAN AND TRUST Report on Audits of Financial Statements for the years ended December 31, 2001 and 2000 Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust TABLE OF CONTENTS Page(s) Report of Independent Certified Public Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits as of December 31, 2001 and 2000 2 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2001 and 2000 3 Notes to Financial Statements 4-7 Supplemental Schedules: Schedule of Assets Held for Investment Purposes at End of Year 8 Schedule of Investments Both Acquired and Disposed of Within the Plan Year 9 Schedule of Reportable Transactions 10 Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible 11 Schedule of Leases in Default or Classified as Uncollectible 12 Schedule of Nonexempt Transactions 13 Report of Independent Certified Public Accountants To the Participants and Administrator of Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust (the "Plan") at December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Tampa, Florida June 19, 2002 -1- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Statements of Net Assets Available for Benefits As of December 31, 2001 and 2000 ----------------------------------------------------------------------- 2001 2000 ASSETS Cash $ 7,767 $ 4,442 Investments 26,161,729 20,476,150 Receivables: Participant contributions - 310,060 Employer contributions 922,498 700,000 Due from broker for securities sold - 2,456 ------------- ------------ 922,498 1,012,516 ------------- ------------ Total Assets 27,091,994 21,493,108 LIABILITIES Due to broker for securities purchased 80,029 - ------------- ------------ Total liabilities 80,029 - Net assets available for benefits $ 27,011,965 $ 21,493,108 ============= ============ The accompanying notes are an integral part of these financial statements. -2- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Statements of Changes in Net Assets Available for Benefits For the Years Ended December 31, 2001 and 2000 2001 2000 Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 260,135 $(2,429,597) Interest and dividend income 629,178 849,257 ----------- ----------- 889,313 (1,580,340) ----------- ----------- Contributions: Participant 4,698,141 4,274,622 Participant rollovers 125,763 138,958 Employer 1,751,273 700,000 ----------- ----------- 6,575,177 5,113,580 ----------- ----------- Total additions 7,464,490 3,533,240 ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants 1,892,817 1,350,633 Other 52,816 19,279 ----------- ----------- Total deductions 1,945,633 1,369,912 ----------- ----------- Net increase 5,518,857 2,163,328 Transfer of assets from the Outback Steakhouse, Inc. Employees Stock Ownership Plan - 3,138,626 ----------- ----------- 5,518,857 5,301,954 Net assets available for benefits: Beginning of year 21,493,108 16,191,154 ----------- ----------- End of year $27,011,965 $21,493,108 =========== =========== The accompanying notes are an integral part of these financial statements. -3- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Notes to Financial Statements For the Years Ended December 31, 2001 and 2000 ------------------------------------------------------------------ 1. Description of the Plan: The following description of the Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan established by Outback Steakhouse, Inc. and its wholly-owned subsidiaries (the "Company") as of January 1, 1994. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). During fiscal 2000, the Plan was amended to provide for a profit sharing contribution in addition to the employer matching contribution already permitted under the Plan. Additionally, the Plan was amended effective June 1, 2000 to provide for the merger of the assets and liabilities of certain salaried employees held in the Outback Steakhouse, Inc. Employees Stock Ownership Plan (the "ESOP") into the Plan. Shares with a market value at date of transfer of $3,138,626 were transferred from the ESOP to the Plan effective June 15,2000. Eligibility Substantially all of the Company's salaried employees, union and leased employees, who have reached the age of 18, are eligible to participate in the Plan, as defined by the Plan. Contributions Each year, participants may contribute from 1% to 20% of their pre-tax annual compensation and may change this contribution percentage prior to any pay period interval throughout the Plan year. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. Contributions of non-periodic deferrals, such as bonuses, may also be made, subject to limitations of the Plan. Participants direct their contributions into various investment options offered by the Plan. Total participant contributions are subject to limitations imposed by the Internal Revenue Code. Additional amounts may be contributed by the Company at the discretion of the Company's board of directors in the form of a matching or profit sharing contribution. Employer matching contributions are allocated in the ratio of a participant's total elective deferrals for the Plan year to the total elective deferrals of all participants for the Plan year. The profit sharing contribution is allocated to participants employed by the Company on the last day of the Plan year based on the ratio of a participant's compensation for the plan year to the compensation of all participants for the Plan year. -4- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Notes to Financial Statements For the Years Ended December 31, 2001 and 2000 ------------------------------------------------------------------ The Company declared a profit sharing contribution of $922,498 and $828,775 for fiscal 2001 and 2000, respectively. Participant Accounts Each participant's account is credited with the participant's contributions, a prorata share of the Plan's earnings, and any employer contributions. Plan earnings are allocated based upon the participant's account balance. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting Participants are immediately vested in their contributions, including rollovers, plus actual earnings thereon. Vesting in the Company's discretionary contributions, plus actual earnings thereon, is based on years of credited service. Participants are vested 100% in employer contributions after they achieve five years of credited service with the Company. Investment Options At the time of enrollment in the Plan, a participant may direct his or her contributions, in 1% increments, in any of the seven core investment options. Once enrolled, a participant may direct his or her investment options to include any of the additional twenty-one non-core investment options. Participant Loans Loans are available to active participants who maintain an account balance under the Plan provided that the minimum loan amount is $1,000 with a maximum of $50,000 or 50% of the participant's vested account balance. Such loans are collateralized by each respective participant's account with interest and principal payments being credited to the participant's account according to the then current investment choices. All loans are subject to repayment via payroll deductions over a maximum period of five years, except for the purchase of a primary residence, for which the period is 15 years. The interest for loans is determined as of the first day of each calendar quarter at an interest rate commensurate with local prevailing rates as determined by the Trustee. Payment of Benefits Upon termination of service due to death, disability or retirement, a participant may elect to receive a lump sum cash payment or installment payments payable in cash or in kind over a period not to exceed the participant's expected future lifetime or the joint expected future lifetime of the participant and spouse. In addition, under very limited circumstances, a participant may receive a financial hardship distribution, in accordance with the Plan agreement. A maximum of four such withdrawals are permitted annually. -5- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Notes to Financial Statements For the Years Ended December 31, 2001 and 2000 ------------------------------------------------------------------ Forfeited Accounts Forfeitures are used to pay Plan expenses and reduce the Company's profit sharing and/or matching contribution for the Plan year in which the forfeiture occurs. As of December 31, 2001 and 2000, there were $2,938 and $0 forfeitures available, respectively. 2. Summary of Significant Accounting Policies: Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting, except for benefit payments, which are recorded when paid. Investment Valuation and Income Recognition The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Participant loans are valued at cost, which approximates fair value. Net realized and unrealized appreciation (depreciation) is recorded in the accompanying statements of changes in net assets available for benefits as net appreciation (depreciation) in fair value of investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Administrative Expenses Certain expenses incurred in connection with the Plan's administration are paid by the Company and are not included in the accompanying financial statements. 3. Investments: The following table presents fair value of investments. Investments that represent 5% or more of the Plan's net assets are separately stated. December 31, 2001 2000 Investments, at fair value as determined by quoted market prices: Mutual funds $13,927,837 $12,306,192 Outback Steakhouse, Inc. common stock 8,184,349 5,409,708 Common/collective trust 1,829,710 1,100,521 Participant loans 2,219,833 1,659,729 ----------- ----------- Total investments $26,161,729 $20,476,150 =========== =========== -6- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Notes to Financial Statements For the Years Ended December 31, 2001 and 2000 ------------------------------------------------------------------ During 2001 and 2000, the Plan's investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated (depreciated) in value, as follows: Year Ended December 31, 2001 2000 Mutual funds $(1,793,454) $(1,890,540) Outback Steakhouse, Inc. common stock 2,053,589 (539,057) Common/collective trust - - ----------- ----------- $ 260,135 $(2,429,597) =========== =========== 4. Related Party Transactions Certain Plan investments are shares of Company stock and mutual funds managed by Merrill Lynch Trust Company (the "Trustee") and, therefore, these transactions qualify as party-in-interest transactions. Fees paid during the year for services rendered by parties-in-interest were based on customary and reasonable rates for such services. 5. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue employer contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. 6. Tax Status The Internal Revenue Service has determined, and informed the Company by a letter dated September 27, 1995, that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the "IRC"). The Plan has been amended since receiving the determination letter, however, the Plan administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 7. Concentrations of Credit Risk Financial instruments which potentially subject the Plan to concentrations of credit risk consist of the Plan's investments. Plan participants have the option to invest in twenty-eight different investment options. -7- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Schedule to Assets Held for Investment Purposes At End of Year ------------------------------------------------------------------ Identity of issue, borrower, Description of Current lessor, or similar party investment value Outback Steakhouse, Inc.* Common Stock Fund $ 8,184,349 ------------- Merrill Lynch Retirement Preservation Trust* Common/Collective Trust 1,829,710 ------------- AIM International Equity Fund Class A* Mutual Fund 2,175,465 AIM Weingarten Fund Class A Mutual Fund 285,117 Alliance Quasar Fund Class A Mutual Fund 11,611 Davis New York Venture Fund Class A Mutual Fund 147,394 Davis Series Financial Fund Class A Mutual Fund 3,443 Evergreen Growth & Income Fund Class A Mutual Fund 28,415 GAM Global Fund Class A Mutual Fund 11,356 GAM American Focus Fund Class A Mutual Fund 8,966 Lord Abbett Developing Growth Fund Class P Mutual Fund 97,735 Massachusetts Investors Trust Class A Mutual Fund 85,560 Mercury Low Duration Investor Class A Mutual Fund 5,192 Merrill Lynch Balances Capital Fund Class D* Mutual Fund 1,781,567 Merrill Lynch Basic Value Fund Class D Mutual Fund 38,560 Merrill Lynch Fundamental Growth Fund Class D Mutual Fund 427,581 Merrill Lynch S&P 500 Index Fund Class A* Mutual Fund 5,227,044 Merrill Lynch Small Cap Value Fund Class A Mutual Fund 406,931 Oppenheimer Capital Appreciation Fund Class A Mutual Fund 554,920 Oppenheimer Quest Global Value Fund Class A Mutual Fund 111,271 Oppenheimer Strategic Income Fund Class A Mutual Fund 19,455 PIMCO Mid Cap Growth Fund Class A Mutual Fund 216,054 PIMCO Small Cap Value Fund Class A Mutual Fund 152,648 PIMCO Total Return Fund Class A Mutual Fund 729,761 Pioneer Growth Shares Fund Class A Mutual Fund 86,607 State Street Research Mid Cap Value Fund Class A* Mutual Fund 1,182,931 State Street Research Government Income Fund Mutual Fund 67,781 Van Kamp Growth & Income Fund Class B Mutual Fund 64,472 ------------- Total Mutual Funds 13,927,837 ------------- Participant Loans* Loan Fund 2,219,833 ------------- Total $ 26,161,729 ============= *Items represent investments that are greater than 5% of the Plan's net assets. -8- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Schedule of Investment Assets Both Acquired and Disposed of Within the Plan Year ------------------------------------------------------------------ The Plan executed no transactions as defined. -9- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Schedule of Reportable Transactions ------------------------------------------------------------------ The Plan executed no transactions as defined. -10- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Schedule of Loans or Fixed Income Obligations in Default or Classified as Uncollectible ------------------------------------------------------------------ The Plan executed no transactions as defined. -11- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Schedule of Leases in Default or Classified as Uncollectible ------------------------------------------------------------------ The Plan executed no transactions as defined. -12- Outback Steakhouse, Inc. Salaried Employees 401(k) Plan and Trust Schedule of Nonexempt Transactions ------------------------------------------------------------------ The Plan executed no transactions as defined. -13- SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Adminstrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PLAN ADMINSTRATOR OUTBACK STEAKHOUSE, INC. By: /s/ Robert S. Merritt Robert S. Merritt Senior Vice President Chief Financial Officer and Treasurer Dated: June 27, 2002 -14-