The Gators also entered the bowl with an identical 7–5 record to their opponents. This was set to be head coach Urban Meyer's final game at Florida as he retired for health reasons. The offense especially sputtered toward season's end, turning the ball over six times and averaging 251.0 yards in Florida's last two games against FBS opponents, losses to South Carolina and Florida State by a combined 67–21. Florida was without starters cornerback Janoris Jenkins (right shoulder), right tackle Maurice Hurt (right knee), defensive tackles Lawrence Marsh (right hip) and Terron Sanders (right shoulder) who had surgeries.
The Nittany Lions entered the contest with a 7–5 record in coach Joe Paterno's 45th year at the helm. Paterno looked to add to his record 24 postseason victories. Penn State, finished ninth in the Big Ten in points per game (24.6). Freshman Rob Bolden threw five touchdowns in seven games before being replaced by sophomore Matt McGloin, who tossed 13 TDs the rest of the way. The Nittany Lions had played in three previous Outback Bowls having won all of them. They attempted to be the first team in bowl history with 4 Outback Bowl victories.
This was the third time that the two squads have met in school history. Florida currently leads the matchup 3–0. Both prior meetings were also in bowl games, the 1962 Gator Bowl and the 1998 Citrus Bowl. The game drew a national television rating of 7.1, the fourth highest among all 2010/2011 Bowl Games.