Ole Miss entered the game with a 4–5 record in an SEC-only schedule. They finished in fifth place in the SEC's Western Division. The Rebels were 0–2 against ranked opponents, losing to eventual national champions Alabama and SEC Eastern Division champions Florida. They had wins against Kentucky, Vanderbilt, South Carolina and Mississippi State. This was Ole Miss's first appearance in the Outback Bowl. They were one of a limited number of teams to enter a bowl game with a losing record.
Indiana entered the game with a 6–1 record in a Big Ten-only schedule. They finished in second place in the Big Ten's East Division. The Hoosiers were 3–1 against ranked opponents, defeating Penn State, Michigan, and Wisconsin while losing to Big Ten champions Ohio State. This was Indiana's first appearance in the Outback Bowl.