CAUTIONARY STATEMENT





This report contains forward-looking statements based on our current
expectations, estimates and projections about our industry and certain
assumptions made by us. These statements include, but are not limited to,
statements related to the potential impact of the COVID-19/Coronavirus outbreak
and other non-historical statements. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," "may," "will" and
variations of these words or similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. Such statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, our actual results could differ materially and adversely
from those expressed in any forward-looking statements as a result of various
factors. The section entitled "Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2019, and in Part II, Item 1A in this Form 10-Q,
along with disclosures in our other Securities and Exchange Commission ("SEC")
filings discuss some of the important risk factors that may affect our business,
results of operations, or financial condition. You should carefully consider
those risks, in addition to the other information in this report, and in our
other filings with the SEC, before deciding to invest in our Company or to
maintain or increase your investment. We undertake no obligation to revise or
update publicly any forward-looking statements, except as may be required by
applicable law. The information contained in this Form 10-Q is not a complete
description of our business or the risks associated with an investment in our
common stock. We urge you to carefully review and consider the various
disclosures made by us in this report and in our other reports filed with the
SEC that discuss our business in greater detail and advise interested parties of
certain risks, uncertainties and other factors that may affect our business,
results of operations or financial condition.



RECENT DEVELOPMENTS



On March 13, 2020, the novel coronavirus ("COVID-19") pandemic (the "pandemic")
was declared a National Public Health Emergency. Shortly after the national
emergency declaration, state and local officials began placing restrictions on
restaurants, some of which allowed To-Go or curbside service only while others
limited capacity in the dining room. By March 31, 2020, the last day of our Q1
2020 fiscal quarter, all of our domestic company and franchise restaurants were
under state or local order which only allowed for To-Go or curbside service.
Beginning in early May 2020, state and local guidelines began to allow dining
rooms to re-open, typically at a limited capacity. By June 30, 2020, the last
day of our Q2 2020 fiscal quarter, 499 of our 521 company-owned restaurants had
re-opened their dining rooms under various limited capacity restrictions. Our
remaining restaurants, with the exception of one that is temporarily closed, are
limited to outdoor dining and/or To-Go or curbside service only.



We continue to monitor state and local plans as they move along their phased
approach to re-open their economies. We have developed a hybrid operating model
that accommodates our limited capacity dining rooms together with enhanced
To-Go, which includes a curbside and/or drive-up operating model, as permitted
by local guidelines. This includes design changes to our building to better
accommodate the increased To-Go sales and the expansion of outdoor seating areas
where allowed. We also have installed booth partitions in all of our restaurants
as an added safety measure for our guests. In addition, we have increased our
already strict sanitation requirements, are conducting daily health and
temperature checks for all employees before they begin their shift and are
requiring personal protective equipment to be worn by all restaurant employees
at all times. As we work through the re-opening phases at each of our locations,
the safety of our employees and guests remains our top priority.



As a result of the temporary dining room closures and the subsequent limited
capacity restrictions for in-person dining, we have experienced a significant
decrease in traffic which has impacted our operating results. While many of our
dining rooms have re-opened, the capacity restrictions severely limit the number
of guests we can serve. In addition, while we have seen significant sales growth
in our To-Go program, even in those stores with dining rooms re-opened, we
currently do not expect these sales will generate a similar profit margin and
cash flows to our normal operating model.

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We expect our operating results to continue to be impacted until at least such
time that state and local restrictions are lifted, and our dining rooms can
re-open at full capacity. We cannot predict how long the pandemic will last, how
long it will take until all state and local restrictions will be lifted, or if
dining rooms will be required to close again in whole or in part in areas
severely impacted by the pandemic. In addition, we cannot predict the overall
impact on the economy or consumer spending habits. The impact on our operating
results as well as the operational and financial measures we have implemented in
response to the pandemic have been included throughout this document.

In response to the pandemic, the Company and its Board of Directors implemented the following measures in 2020 to enhance financial flexibility:

o Decreased the number of planned new restaurants for the remainder of 2020;

o Suspended all quarterly cash dividends occurring after March 27, 2020;

o Suspended all share repurchase activity;

o Expanded the capacity of the revolving credit facility and increased the

borrowings by $240 million; and,

Decreased compensation including voluntary reductions of salary and bonus for

the executive and leadership teams to make relief grants available for

o restaurant employees. Each non-employee member of the Board of Directors has

also volunteered to forgo their director and committee fees along with any cash


   retainers effective immediately and continuing throughout fiscal 2020.


Effective March 27, 2020, legislation referred to as the Coronavirus Aid,
Relief, and Economic Security Act (the "CARES Act") was passed to benefit
companies that were significantly impacted by the pandemic. This legislation
allowed for the deferral of the social security portion of the employer portion
of FICA payroll taxes from the date of enactment through the end of 2020.
Amounts are required to be repaid in equal installments at the end of 2021 and
2022. In addition, the CARES Act provided for small business loans that were
forgivable if certain criteria were met. The Company did not pursue any of these
loans on behalf of company restaurants as we believe we have sufficient
alternatives for raising capital if needed.



OVERVIEW



Texas Roadhouse, Inc. is a growing restaurant company operating predominately in
the casual dining segment. Our founder, chairman, chief executive officer and
president, W. Kent Taylor, started the business in 1993 with the opening of the
first Texas Roadhouse restaurant in Clarksville, Indiana. Since then, we have
grown to 617 restaurants in 49 states and ten foreign countries. As of June 30,
2020, our 617 restaurants included:

521 "company restaurants," of which 501 were wholly-owned and 20 were

majority-owned. The results of operations of company restaurants are included

in our unaudited condensed consolidated statements of income (loss) and

comprehensive income (loss). The portion of income attributable to

noncontrolling interests in company restaurants that are not wholly-owned is ? reflected in the line item entitled "Net income attributable to noncontrolling

interests" in our unaudited condensed consolidated statements of income (loss)

and comprehensive income (loss). Of the 521 restaurants we owned as of June 30,

2020, we operated 489 as Texas Roadhouse restaurants and operated 30 as Bubba's

33 restaurants. In addition, we operated two restaurants outside of the casual

dining segment. As of June 30, 2020, one company restaurant remains temporarily

closed due to the pandemic but continues to be included in the above total.






  96 "franchise restaurants," 24 of which we have a 5.0% to 10.0% ownership

interest. The income derived from our minority interests in these franchise

restaurants is reported in the line item entitled "Equity (loss) income from

investments in unconsolidated affiliates" in our unaudited condensed

consolidated statements of income (loss) and comprehensive income (loss). ? Additionally, we provided various management services to these 24 franchise

restaurants, as well as six additional franchise restaurants in which we have

no ownership interest. All of the franchise restaurants are operated as Texas

Roadhouse restaurants. Of the 96 franchise restaurants, 70 were domestic

restaurants and 26 were international restaurants. As of June 30, 2020, five

international restaurants remain temporarily closed due to the pandemic but


  continue to be included in the above total.


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We have contractual arrangements that grant us the right to acquire at pre-determined formulas the remaining equity interests in 18 of the 20 majority-owned company restaurants and 67 of the 70 domestic franchise restaurants.

Throughout this report, we use the term "restaurants" to include Texas Roadhouse and Bubba's 33, unless otherwise noted.

Presentation of Financial and Operating Data


Throughout this report, the 13 weeks ended June 30, 2020 and June 25, 2019 are
referred to as Q2 2020 and Q2 2019, respectively. The 26 weeks ended June 30,
2020 and June 25, 2019 are referred to as 2020 YTD and 2019 YTD. Fiscal year
2020 will be 52 weeks in length, while the quarters for the year will be 13
weeks in length. Fiscal year 2019 was 53 weeks in length and, as such, the
fourth quarter of fiscal 2019 was 14 weeks in length.

Long-Term Strategies to Grow Earnings Per Share and Create Shareholder Value


While our short-term strategies have changed due to the temporary change in our
business model due to the pandemic, our long-term strategies remain unchanged.
Our long-term strategies with respect to increasing net income and earnings per
share, along with creating shareholder value, include the following:



Expanding Our Restaurant Base.  We will continue to evaluate opportunities to
develop restaurants in existing markets and in new domestic and international
markets. Domestically, we will remain focused primarily on markets where we
believe a significant demand for our restaurants exists because of population
size, income levels, and the presence of shopping and entertainment centers and
a significant employment base. In recent years, we have relocated several
existing Texas Roadhouse locations once the associated lease expired or as a
result of eminent domain which allows us to move to a better site, update them
to a current prototypical design, and/or obtain more favorable lease terms. We
continue to evaluate these opportunities particularly as it relates to older
locations with strong sales. Our ability to expand our restaurant base is
influenced by many factors beyond our control and, therefore, we may not be able
to achieve our anticipated growth.



In 2020 YTD, eight company restaurants, including two Bubba's 33, were opened
while one company restaurant closed. At the onset of the pandemic, we delayed
construction on all restaurants that were not substantially complete. As of June
30, 2020, 14 restaurants, including one relocation site, had either resumed
construction or were approved to resume construction. We currently expect as
many as six of these restaurants will open in Q3 2020. To the extent that state
and local guidelines begin to significantly reduce capacity and/or re-close
dining rooms, we could pull back on development and reduce capital expenditures
accordingly.



In 2020 YTD, our franchise partners opened one domestic restaurant and closed
two international restaurants. We currently expect our franchise partners will
open four restaurants in 2020.



We remain focused on driving sales and managing restaurant investment costs to
maintain our restaurant development in the future. Our capital investment
(including cash and non-cash costs) for new restaurants varies significantly
depending on a number of factors including, but not limited to: the square
footage, layout, scope of required site work, type of construction labor, local
permitting requirements, our ability to negotiate with landlords, cost of liquor
and other licenses and hook-up fees and geographical location.

We have entered into area development and franchise agreements for the
development and operation of Texas Roadhouse restaurants in several foreign
countries. We currently have signed franchise and/or development agreements in
nine countries in the Middle East as well as Taiwan, the Philippines, Mexico,
China and South Korea. As of June 30, 2020, we had 15 restaurants in five
countries in the Middle East, three restaurants open in Taiwan, five in the
Philippines and one each in Mexico, China and South Korea for a total of 26
restaurants in ten foreign countries. Due to the pandemic, five of our
international locations were temporarily closed as of June 30, 2020. As of
August 7, 2020, four of these locations remain closed. For the existing
international agreements, the franchisee is required to pay us a franchise fee
for each restaurant to be opened, royalties on the gross sales of each
restaurant and/or a development fee for our grant

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of development rights in the named countries. We anticipate that the specific
business terms of any future franchise agreement for international restaurants
might vary significantly from the standard terms of our domestic agreements and
from the terms of existing international agreements, depending on the territory
to be franchised and the extent of franchisor-provided services to each
franchisee.



Maintaining and/or Improving Restaurant Level Profitability. We continue to
balance the impacts of inflationary pressures with our value positioning as we
remain focused on our long-term success. This may create a challenge in terms of
maintaining and/or increasing restaurant-level profitability (restaurant
margin), in any given year, depending on the level of inflation we experience.
Restaurant margin is not a U.S. generally accepted accounting principle ("GAAP")
measure and should not be considered in isolation, or as an alternative to
income from operations. See further discussion of restaurant margin below. In
addition to restaurant margin, as a percentage of restaurant and other sales, we
also focus on the growth of restaurant margin dollars per store week as a
measure of restaurant-level profitability. In terms of driving comparable
restaurant sales, we remain focused on encouraging repeat visits by our guests
and attracting new guests through our continued commitment to operational
standards relating to food and service quality. To attract new guests and
increase the frequency of visits of our existing guests, we also continue to
drive various localized marketing programs, focus on speed of service and
increase throughput by adding seats and parking at certain restaurants. In
addition, we continue to focus on driving To-Go sales which has significantly
contributed to our sales growth in prior years.



Leveraging Our Scalable Infrastructure.  To support our growth, we have made
investments in our infrastructure over the past several years, including
information and accounting systems, real estate, human resources, legal,
marketing, international and restaurant operations, including the development of
new concepts. Whether we are able to leverage our infrastructure in future years
by growing our general and administrative costs at a slower rate than our
revenue will depend, in part, on our new restaurant openings, our comparable
restaurant sales growth rate going forward and the level of investment we
continue to make in our infrastructure.



Returning Capital to Shareholders. We continue to evaluate opportunities to
return capital to our shareholders including the payment of dividends and
repurchases of common stock. In 2011, our Board of Directors declared our first
quarterly dividend of $0.08 per share of common stock. On February 20, 2020, our
Board of Directors declared a quarterly dividend of $0.36 per share of common
stock which was paid on March 27, 2020. On March 24, 2020, the Board of
Directors voted to suspend the payment of quarterly cash dividends on the
Company's common stock, effective with respect to dividends occurring after
March 27, 2020. This was done to preserve cash flow due to the pandemic. The
declaration and payment of cash dividends on our common stock is at the
discretion of our Board of Directors, and any decision to declare a dividend
will be based on many factors, including, but not limited to, earnings,
financial condition, applicable covenants under our revolving credit facility,
other contractual restrictions and other factors deemed relevant. We do not
expect to resume the payment of cash dividends until our cash flows from
operations have stabilized.



In 2008, our Board of Directors approved our first stock repurchase program.
From inception through June 30, 2020, we have paid $369.0 million through our
authorized stock repurchase programs to repurchase 17,722,505 shares of our
common stock at an average price per share of $20.82. On May 31, 2019, our Board
of Directors approved a stock repurchase program under which we may repurchase
up to $250.0 million of our common stock. This stock repurchase program has no
expiration date and replaced a previous stock repurchase program which was
approved on May 22, 2014. All repurchases to date have been made through open
market transactions. In 2020 YTD, we paid $12.6 million to repurchase 252,409
shares of our common stock. The Company suspended all share repurchase activity
on March 17, 2020, in order to preserve cash flow due to the pandemic. As of
June 30, 2020, $147.8 million remains authorized for stock repurchases. We do
not expect to resume the repurchase of shares until our cash flows from
operations have stabilized.



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Key Measures We Use to Evaluate Our Company

Key measures we use to evaluate and assess our business include the following:


Number of Restaurant Openings.  Number of restaurant openings reflects the
number of restaurants opened during a particular fiscal period. For company
restaurant openings, we incur pre-opening costs, which are defined below, before
the restaurant opens. Typically, new Texas Roadhouse restaurants open with an
initial start-up period of higher than normalized sales volumes, which decrease
to a steady level approximately three to six months after opening. However,
although sales volumes are generally higher, so are initial costs, resulting in
restaurant margins that are generally lower during the start-up period of
operation and increase to a steady level approximately three to six months

after
opening.



Comparable Restaurant Sales Growth.  Comparable restaurant sales growth reflects
the change in restaurant sales for company restaurants over the same period in
prior years for the comparable restaurant base. We define the comparable
restaurant base to include those restaurants open for a full 18 months before
the beginning of the period measured excluding restaurants permanently closed
during the period. Comparable restaurant sales growth can be impacted by changes
in guest traffic counts or by changes in the per person average check amount.
Menu price changes and the mix of menu items sold can affect the per person
average check amount.



Average Unit Volume.  Average unit volume represents the average quarterly or
annual restaurant sales for Texas Roadhouse restaurants open for a full
six months before the beginning of the period measured excluding restaurants
permanently closed during the period. Historically, average unit volume growth
is less than comparable restaurant sales growth which indicates that newer
restaurants are operating with sales levels lower than the company average. At
times, average unit volume growth may be more than comparable restaurant sales
growth which indicates that newer restaurants are operating with sales levels
higher than the company average.

Store Weeks. Store weeks represent the number of weeks that our company restaurants were open during the reporting period. Store weeks include weeks in which a restaurant is temporarily closed.





Restaurant Margin. Restaurant margin (in dollars and as a percentage of
restaurant and other sales) represents restaurant and other sales less
restaurant-level operating costs, including cost of sales, labor, rent and other
operating costs. Restaurant margin is not a measurement determined in accordance
with GAAP and should not be considered in isolation, or as an alternative, to
income from operations. This non-GAAP measure is not indicative of overall
company performance and profitability in that this measure does not accrue
directly to the benefit of shareholders due to the nature of the costs excluded.
Restaurant margin is widely regarded as a useful metric by which to evaluate
restaurant-level operating efficiency and performance. In calculating restaurant
margin, we exclude certain non-restaurant-level costs that support operations,
including pre-opening and general and administrative expenses, but do not have a
direct impact on restaurant-level operational efficiency and performance. We
also exclude depreciation and amortization expense, substantially all of which
relates to restaurant-level assets, as it represents a non-cash charge for the
investment in our restaurants. We also exclude impairment and closure expense as
we believe this provides a clearer perspective of the Company's ongoing
operating performance and a more useful comparison to prior period results.
Restaurant margin as presented may not be comparable to other similarly titled
measures of other companies in our industry. A reconciliation of income from
operations to restaurant margin is included in the Results of Operations section
below.



Other Key Definitions



Restaurant and Other Sales.  Restaurant sales include gross food and beverage
sales, net of promotions and discounts, for all company restaurants. Sales taxes
collected from customers and remitted to governmental authorities are accounted
for on a net basis and therefore are excluded from restaurant sales in the
unaudited condensed consolidated statements of income (loss) and comprehensive
income (loss). Other sales include the amortization of fees associated with our
third-party gift card sales net of the amortization of gift card breakage
income. These amounts are generally amortized over a period consistent with the
historic redemption pattern of the associated gift cards.

Franchise Royalties and Fees. Franchise royalties consist of royalties, as defined in our franchise agreements, paid to us by domestic and international franchisees. Domestic and international franchisees also typically pay an initial



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franchise fee and/or development fee for each new restaurant or territory. The
terms of the international agreements may vary significantly from our domestic
agreements. Franchise royalties and fees also include advertising fees paid by
domestic franchisees to our system-wide marketing and advertising fund and
management fees paid by certain domestic franchisees for supervisory and
administrative services that we perform.

Restaurant Cost of Sales. Restaurant cost of sales consists of food and beverage costs of which approximately half relates to beef costs.





Restaurant Labor Expenses.  Restaurant labor expenses include all direct and
indirect labor costs incurred in operations except for profit-sharing incentive
compensation expenses earned by our restaurant managing partners and market
partners. These profit-sharing expenses are reflected in restaurant other
operating expenses. Restaurant labor expenses also include share-based
compensation expense related to restaurant-level management employees.

Restaurant Rent Expense. Restaurant rent expense includes all rent, except pre-opening rent, associated with the leasing of real estate and includes base, percentage and straight-line rent expense.





Restaurant Other Operating Expenses.  Restaurant other operating expenses
consist of all other restaurant-level operating costs, the major components of
which are utilities, dining room and To-Go supplies, local store advertising,
repairs and maintenance, equipment rent, property taxes, credit card fees and
general liability insurance. Profit-sharing incentive compensation expenses
earned by our restaurant managing partners and market partners are also included
in restaurant other operating expenses.



Pre-opening Expenses.  Pre-opening expenses, which are charged to operations as
incurred, consist of expenses incurred before the opening of a new or relocated
restaurant and are comprised principally of opening team and training team
compensation and benefits, travel expenses, rent, food, beverage and other
initial supplies and expenses. On average, over 70% of total pre-opening costs
incurred per restaurant opening relate to the hiring and training of employees.
Pre-opening costs vary by location depending on many factors, including the size
and physical layout of each location; the number of management and hourly
employees required to operate each restaurant; the availability of qualified
restaurant staff members; the cost of travel and lodging for different
geographic areas; the timing of the restaurant opening; and the extent of
unexpected delays, if any, in obtaining final licenses and permits to open

the
restaurants.



Depreciation and Amortization Expenses.  Depreciation and amortization expenses
("D&A") include the depreciation of fixed assets and amortization of intangibles
with definite lives, substantially all of which relates to restaurant-level
assets.



Impairment and Closure Costs, Net. Impairment and closure costs, net include any
impairment of long-lived assets, including property and equipment, operating
lease right-of-use assets and goodwill, and expenses associated with the closure
of a restaurant. Closure costs also include any gains or losses associated with
a relocated restaurant or the sale of a closed restaurant and/or assets held for
sale as well as lease costs associated with closed or relocated restaurants.



General and Administrative Expenses.  General and administrative expenses
("G&A") are comprised of expenses associated with corporate and administrative
functions that support development and restaurant operations and provide an
infrastructure to support future growth including certain advertising costs
incurred. G&A also includes legal fees, settlement charges and share-based
compensation expense related to executive officers, support center employees,
and market partners, and the realized and unrealized holding gains and losses
related to the investments in our deferred compensation plan.

Interest Expense (Income), Net. Interest expense (income), net includes interest expense on our debt or financing obligations including the amortization of loan fees reduced by earnings on cash and cash equivalents.





Equity (Loss) Income from Unconsolidated Affiliates.  As of June 30, 2020 and
June 25, 2019, we owned a 5.0% to 10.0% equity interest in 24 domestic franchise
restaurants. Additionally, as of June 30, 2020 and June 25, 2019, we owned a 40%
equity interest in four non-Texas Roadhouse restaurants as part of a joint
venture agreement with a casual

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dining restaurant operator in China. Equity (loss) income from unconsolidated affiliates represents our percentage share of net income earned by these unconsolidated affiliates.





Net Income Attributable to Noncontrolling Interests.  Net income attributable to
noncontrolling interests represents the portion of income attributable to the
other owners of the majority-owned restaurants. Our consolidated subsidiaries at
June 30, 2020 and June 25, 2019 included 20 majority-owned restaurants, all

of
which were open.



Q2 2020 Financial Highlights



Total revenue decreased $213.4 million, or 30.9%, to $476.4 million in Q2 2020
compared to $689.8 million in Q2 2019 primarily due to a decrease in average
unit volumes driven by a decrease in comparable restaurant sales. While store
weeks increased 4.4%, comparable restaurant sales decreased 32.8%. The decrease
in average unit volumes is primarily due to the temporary closure of our dining
rooms and subsequent re-opening at limited capacity related to the pandemic.



Restaurant margin dollars decreased $108.9 million, or 90.2%, to $11.8 million
in Q2 2020 compared to $120.8 million in Q2 2019 and restaurant margin, as a
percentage of restaurant and other sales, decreased to 2.5% in Q2 2020 compared
to 17.6% in Q2 2019. The decrease in restaurant margin, as a percentage of
restaurant and other sales, was due to lower sales along with higher labor,
other operating costs and cost of sales. See further discussion of the specific
drivers included below.



Net income decreased $78.4 million, or 174.8%, to a net loss of $33.6 million in
Q2 2020 compared to net income of $44.8 million in Q2 2019 primarily due to
lower restaurant margin dollars partially offset by lower income taxes and lower
general and administrative expenses. Diluted (loss) earnings per share decreased
177.4% to ($0.48) in Q2 2020 from $0.63 in Q2 2019.





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                             Results of Operations





                                    13 Weeks Ended                         26 Weeks Ended
                            June 30, 2020      June 25, 2019      June 30, 2020       June 25, 2019
                             $         %         $        %         $         %         $         %

                                    (In thousands)                         (In thousands)
Consolidated Statements
of Income (Loss):
Revenue:
Restaurant and other
sales                      473,090     99.3   684,373    99.2   1,120,716    99.3   1,369,490    99.2
Franchise royalties and
fees                         3,335      0.7     5,455     0.8       8,233     0.7      10,946     0.8
Total revenue              476,425    100.0   689,828   100.0   1,128,949   100.0   1,380,436   100.0
Costs and expenses:
(As a percentage of
restaurant and other
sales)
Restaurant operating
costs (excluding
depreciation
and amortization shown
separately below):
Cost of sales              164,041     34.7   221,266    32.3     374,221    33.4     444,978    32.5
Labor                      194,622     41.1   225,490    32.9     435,701    38.9     449,370    32.8
Rent                        13,251      2.8    13,051     1.9      26,722     2.4      26,179     1.9
Other operating             89,348     18.9   103,811    15.2     193,637    17.3     205,613    15.0
(As a percentage of
total revenue)
Pre-opening                  4,290      0.9     4,197     0.6       9,402     0.8       8,065     0.6
Depreciation and
amortization                29,016      6.1    28,454     4.1      58,070     5.1      56,227     4.1
Impairment and closure,
net                          (440)       NM       316      NM         155      NM         333      NM
General and
administrative              29,615      6.2    39,960     5.8      62,569     5.5      75,943     5.5
Total costs and
expenses                   523,743    109.9   636,545    92.3   1,160,477   102.8   1,266,708    91.8
(Loss) income from
operations                (47,318)    (9.9)    53,283     7.7    (31,528)   (2.8)     113,728     8.2
Interest expense
(income), net                1,030      0.2     (691)   (0.1)       1,099     0.1     (1,445)   (0.1)

Equity (loss) income
from investments in
unconsolidated
affiliates                    (90)    (0.0)       141     0.0       (598)   (0.1)         254     0.0
(Loss) income before
taxes                     (48,438)   (10.2)    54,115     7.8    (33,225)   (2.9)     115,427     8.4
Income tax (benefit)
expense                   (15,132)    (3.2)     7,427     1.1    (17,071)   (1.5)      16,546     1.2
Net (loss) income
including
noncontrolling
interests                 (33,306)    (7.0)    46,688     6.8    (16,154)   (1.4)      98,881     7.2
Net income attributable
to noncontrolling
interests                      247      0.1     1,843     0.3       1,370     0.1       3,646     0.3
Net (loss) income
attributable to Texas
Roadhouse, Inc. and
subsidiaries              (33,553)    (7.0)    44,845     6.5    (17,524)   (1.6)      95,235     6.9




NM - Not meaningful



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                                           Reconciliation of (Loss) Income

from Operations to Restaurant Margin


                                                                      (in thousands)
                                                 13 Weeks Ended                            26 Weeks Ended
                                       June 30, 2020        June 25, 2019        June 30, 2020        June 25, 2019

(Loss) income from operations $ (47,318) $ 53,283

$ (31,528) $ 113,728

Less:


Franchise royalties and fees                      3,335               5,455

                8,233              10,946

Add:
Pre-opening                                       4,290               4,197                 9,402               8,065

Depreciation and amortization                    29,016              28,454

               58,070              56,227
Impairment and closure, net                       (440)                 316                   155                 333
General and administrative                       29,615              39,960                62,569              75,943
Restaurant margin                    $           11,828    $        120,755    $           90,435    $        243,350
Restaurant margin $/store week       $            1,754    $         18,692    $            6,717    $         18,943
Restaurant margin (as a percentage
of restaurant and other sales)                     2.5%               17.6%                  8.1%               17.8%

See above for the definition of restaurant margin.







                            Restaurant Unit Activity




                                      Total   Texas Roadhouse   Bubba's 33    Other
Balance at December 31, 2019            611               581           28        2
Company openings                          8                 6            2        -
Company closings                        (1)               (1)            -        -
Franchise openings - Domestic             1                 1            -        -

Franchise openings - International        -                 -            -

-


Franchise closings - International      (2)               (2)            - 

      -
Balance at June 30, 2020                617               585           30        2





                                              June 30, 2020   June 25, 2019
Company - Texas Roadhouse                          489             471
Company - Bubba's 33                               30              25
Company - Other                                     2               2
Franchise - Texas Roadhouse - U.S.                 70              70
Franchise - Texas Roadhouse - International        26              23
Total (1)                                          617             591

(1) Includes one domestic company-owned and five international franchise


    locations that are temporarily closed.




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Q2 2020 (13 weeks) compared to Q2 2019 (13 weeks) and 2020 YTD (26 weeks) compared to 2019 YTD (26 weeks)





Restaurant and Other Sales. Restaurant and other sales decreased by 30.9% in Q2
2020 as compared to Q2 2019 and by 18.2% in 2020 YTD compared to 2019 YTD. The
following table summarizes certain key drivers and/or attributes of restaurant
and other sales at company restaurants for the periods presented. Company
restaurant count activity is shown in the restaurant unit activity table above.




                                                                        Q2 2020      Q2 2019     2020 YTD     2019 YTD
Company Restaurants:

Increase in store weeks                                                      4.4 %        5.2 %        4.8 %        5.4 %
(Decrease) increase in average unit volume                                (32.5) %        4.2 %     (20.4) %        4.4 %
Other(1)                                                                   (2.9) %        0.4 %      (2.6) %        0.2 %
Total (decrease) increase in restaurant sales                             (31.0) %        9.8 %     (18.2) %       10.0 %
Other sales(2)                                                               0.1 %      (0.1) %        0.0 %      (0.1) %
Total (decrease) increase in restaurant and other sales

(30.9) % 9.7 % (18.2) % 9.9 %


Store weeks                                                                6,742        6,460       13,463       12,846
Comparable restaurant sales growth

(32.8) % 4.7 % (20.5) % 5.0 %

Texas Roadhouse restaurants only:
Comparable restaurant sales growth                                        (32.4) %        4.6 %     (20.2) %        4.9 %
Average unit volume (in thousands)                                      $

935 $ 1,384 $ 2,218 $ 2,786




Weekly sales by group:
Comparable restaurants (454 and 434 units, respectively)                $ 72,005    $ 107,590
Average unit volume restaurants (20 units for both periods)(3)          $ 69,174    $  98,426
Restaurants less than six months old (15 and 17 units, respectively)    $ 61,781    $ 115,233

Includes the impact of the year-over-year change in sales volume of all

non-Texas Roadhouse restaurants, along with Texas Roadhouse restaurants open (1) less than six months before the beginning of the period measured and, if

applicable, the impact of restaurants permanently closed or acquired during


    the period.


    Other sales, for Q2 2020, represented $1.7 million related to the

amortization of third-party gift card fees net of $1.0 million related to the

amortization of gift card breakage income. For Q2 2019, other sales

represented $4.7 million related to the amortization of third-party gift card

fees net of $2.3 million related to the amortization of gift card breakage (2) income. For 2020 YTD, other sales represent $9.5 million related to

amortization of third party gift card fees net of $4.7 million related to the

amortization of gift card breakage income. For 2019 YTD, other sales

represent $11.7 million related to amortization of third party gift card fees

net of $6.0 million related to the amortization of gift card breakage income.


    The decrease in all amounts is primarily due to a decrease in gift card
    redemptions.

Average unit volume restaurants include restaurants open a full six and up to (3) 18 months before the beginning of the period measured, excluding sales from


    restaurants permanently closed during the period.




The decrease in restaurant sales for Q2 2020 and 2020 YTD is primarily
attributable to the decrease in average unit volumes, driven by a decline in
comparable restaurant sales, partially offset by an increase in store weeks. In
March, we temporarily closed our dining rooms and shifted to a To-Go only model
as a result of the pandemic. Our expanded To-Go model, which includes a curbside
and/or drive-up operating model, allows guests to order via phone, through our
mobile app, on-line, or once on site. In addition to our regular menu, we also
added family value packs which include four entrees with an assortment of sides.
We also added ready-to-grill steaks and pork that allow customers to order

their

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preferred cut of meat to prepare at home. In May, many state and local
guidelines began easing restrictions by allowing restaurants to open with
various limited capacity restrictions. As the dining rooms were allowed to
re-open, we implemented a hybrid operating model with limited capacity dining
rooms together with enhanced To-Go, which includes a curbside and/or drive-up
operating model, as permitted by local guidelines. With this implementation we
significantly reduced our offerings around the family value packs and the
ready-to-grill steaks and pork. As of June 30, 2020, 499 of our company-owned
restaurants were open at limited capacity. Comparable restaurant sales decreased
46.7%, 41.9% and 14.1% for our April, May and June periods, respectively. The
improvement per month was driven by the re-opening of our dining rooms.



As a result of this significant change in our operating model, we do not believe
that our per person average check and guest traffic counts provide a meaningful
comparison to the prior year period. As such, these amounts have not been
disclosed for Q2 2020 or 2020 YTD.



We opened six Texas Roadhouse restaurants and two Bubba's 33 restaurants in 2020
YTD. At the onset of the pandemic, we delayed construction on all restaurants
that were not substantially complete. As of June 30, 2020, 14 restaurants,
including one relocation site, had either resumed construction or were approved
to resume construction. We currently expect as many as six of these restaurants
will open in Q3 2020. To the extent that state and local guidelines begin to
significantly reduce capacity and/or re-close dining rooms, we could pull back
on development and reduce capital expenditures accordingly.



Franchise Royalties and Fees. Franchise royalties and fees decreased by $2.1
million, or by 38.9%, in Q2 2020 from Q2 2019 and decreased $2.7 million, or by
24.8%, in 2020 YTD from 2019 YTD. The decreases in both periods were due to
lower average unit volume, driven by comparable restaurant sales decreases at
domestic and international franchise stores partially offset by the opening of
new franchise restaurants. Comparable restaurant sales at domestic and
international franchise stores decreased 38.2% and 23.4% for Q2 2020 and 2020
YTD, respectively. These comparable sales decreases include the impact of
international locations that were temporarily closed during both periods
including five as of the end of the quarter.



Additionally, in Q2 2020 and 2020 YTD, we waived royalties of $0.1 million and
$0.3 million, respectively, for international franchisees in countries that were
significantly impacted by the pandemic. We also made royalty deferral
arrangements for many of our domestic and international franchisees. We believe
collection of these royalties remains probable and have continued to record
royalty revenue related to these deferred royalties. The majority of these
royalty waiver and deferral arrangements were through the end of our Q2 2020
fiscal quarter.

Our existing franchise restaurant partners opened one domestic Texas Roadhouse restaurant and closed two international franchise restaurants in 2020 YTD.





Restaurant Cost of Sales. Restaurant cost of sales, as a percentage of
restaurant and other sales, increased to 34.7% in Q2 2020 from 32.3% in Q2 2019
and increased to 33.4% in 2020 YTD from 32.5% in 2019 YTD. These increases were
primarily due to the mix of menu items sold and higher commodity inflation.
Commodity inflation was approximately 2.9% and 2.0% for Q2 2020 and 2020 YTD,
respectively, primarily driven by higher beef costs.



Restaurant Labor Expenses. Restaurant labor expenses, as a percentage of
restaurant and other sales, increased to 41.1% in Q2 2020 compared to 32.9% in
Q2 2019 and increased to 38.9% in 2020 YTD from 32.8% in 2019 YTD. The increase
in both periods was primarily due to higher wage rates, increased benefits
provided to our hourly restaurant employees related to the pandemic, higher
costs associated with health insurance, and a decrease in average unit volume.



Higher wage rates in both periods were due to a significant number of employees
moving from a tipped wage rate to a non-tipped wage due to the significant
increase in To-Go sales. In addition, we incurred costs of $4.7 million and
$15.4 million in Q2 2020 and 2020 YTD, respectively, for relief pay and benefits
for our hourly employees. This pay was based on their level of hours worked
prior to the pandemic and indexed for tenure. In addition, we enhanced certain
sick pay and accrued vacation benefits and also provided a premium holiday on
health insurance. Finally, higher health insurance costs in both periods were
due to rate and enrollment increases. In Q2 2020, these costs were partially
offset

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by a decrease in claim costs of $1.0 million. In 2020 YTD, claim costs increased $1.3 million primarily due to unfavorable claims experience in Q1 2020.





Restaurant Rent Expense. Restaurant rent expense, as a percentage of restaurant
and other sales, increased to 2.8% in Q2 2020 compared to 1.9% in Q2 2019 and
increased to 2.4% in 2020 YTD compared to 1.9% in 2019 YTD. These increases were
due to the decrease in average unit volume along with higher rent expense, as a
percentage of restaurant and other sales, at our newer restaurants.



Restaurant Other Operating Expenses. Restaurant other operating expenses, as a
percentage of restaurant and other sales, increased to 18.9% in Q2 2020 compared
to 15.2% in Q2 2019 and increased to 17.3% in 2020 YTD compared to 15.0% in 2019
YTD. These increases were due to a decrease in average unit volumes and higher
supplies expense, partially offset by lower laundry and linen expense. Higher
supplies expense was due to an increase in To-Go supplies, personal protective
equipment, and other costs to support our current hybrid operating model. In
addition, due to the significant decrease in average unit volumes, expenses that
are largely fixed including utilities, property taxes, and other outside
services increased as a percentage of restaurant and other sales.



Restaurant Pre-opening Expenses. Pre-opening expenses increased to $4.3 million
in Q2 2020 from $4.2 million in Q2 2019 and increased to $9.4 million in 2020
YTD compared to $8.1 million in 2019 YTD. These increases were primarily due to
the timing of restaurant openings as average pre-opening expenses incurred for
each restaurant remained relatively unchanged. Pre-opening costs will fluctuate
from quarter to quarter based on the specific pre-opening costs incurred for
each restaurant, the number and timing of restaurant openings and the number and
timing of restaurant managers hired.



Depreciation and Amortization Expense. D&A, as a percentage of total revenue,
increased to 6.1% in Q2 2020 compared to 4.1% in Q2 2019 and increased to 5.1%
in 2020 YTD compared to 4.1% in 2019 YTD. These increases were primarily due to
a decrease in average unit volume and higher depreciation at new restaurants.



Impairment and Closure Costs, Net. Impairment and closure costs, net was ($0.4)
million in Q2 2020 and $0.2 million in 2020 YTD. For Q2 2020, impairment and
closure costs, net includes a gain related to a favorable lease settlement for
one underperforming restaurant that was closed in April 2020. For 2020 YTD,
impairment and closure costs, net includes the impairment of the operating lease
right-of-use assets for the underperforming restaurant that was closed in April
2020 and one restaurant that was relocated during the period.



General and Administrative Expenses. G&A, as a percentage of total revenue,
increased to 6.2% in Q2 2020 compared to 5.8% in Q2 2019 and remained unchanged
at 5.5% in 2020 YTD compared to 2019 YTD. The increase in Q2 2020 compared to Q2
2019 is primarily driven by a decrease in average unit volume and a legal
settlement of $1.5 million, partially offset by lower managing partner
conference costs due to the cancellation of the 2020 conference, lower salary
and incentive compensation costs, and lower travel costs. In 2020 YTD compared
to 2019 YTD, the decrease in average unit volume and the legal settlement were
offset by lower managing partner conference costs, lower salary and incentive
compensation expense, and lower travel costs.



As a result of the pandemic, our executive and leadership teams voluntarily
agreed to reductions of salary and bonus for all or part of the remainder of our
fiscal year 2020. Also, each non-employee member of our Board of Directors has
volunteered to forgo their director and committee fees and any cash retainers
for the remainder of our fiscal year 2020.



Interest Expense (Income), Net. Interest expense was $1.0 million in Q2 2020
compared to interest income of $0.7 million in Q2 2019. Interest expense was
$1.1 million in 2020 YTD compared to interest income of $1.4 million in 2019
YTD. The increase in interest expense for both periods is primarily driven by
additional borrowings on our credit facility along with reduced earnings on

our
cash and cash equivalents.




Equity (Loss) Income from Unconsolidated Affiliates.  Equity loss was $0.1
million in Q2 2020 compared to equity income of $0.1 million in Q2 2019. Equity
loss was $0.6 million in 2020 YTD compared to equity income of $0.3 million in
2019 YTD. The decrease in 2020 YTD compared to 2019 YTD was due to an impairment
charge recorded in Q1 2020 related to our investment in a foreign joint
venture.

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Income Tax (Benefit) Expense. Our effective tax rate was a benefit of 31.2% in
Q2 2020 compared to an expense of 13.7% in Q2 2019 and was a benefit of 51.4% in
2020 YTD compared to expense of 14.3% in 2019 YTD primarily due to the
significant decrease in our pre-tax income. As a result, the impact of our FICA
tip and Work opportunity tax credits had a more significant impact to our
effective tax rate. Additionally, these credits exceeded our federal tax
liability in Q2 2020 and 2020 YTD but we expect to utilize these credits in the
current or future years or by carrying back to our 2019 tax year.

Liquidity and Capital Resources

The following table presents a summary of our net cash provided by (used in) operating, investing and financing activities (in thousands):






                                                             26 Weeks Ended
                                                   June 30, 2020       June 25, 2019

Net cash provided by operating activities         $         61,845    $

187,016


Net cash used in investing activities                     (79,666)

(87,782)


Net cash provided by (used in) financing
activities                                                 192,435

(164,520)


Net increase (decrease) in cash and cash
equivalents                                       $        174,614    $       (65,286)




Net cash provided by operating activities was $61.8 million in 2020 YTD compared
to $187.0 million in 2019 YTD. This decrease was primarily due to a decrease in
net income.



Typically, our operations have not required significant working capital and,
like many restaurant companies, we have been able to operate with negative
working capital. Sales are primarily for cash, and restaurant operations do not
require significant inventories or receivables. In addition, we receive trade
credit for the purchase of food, beverages and supplies, thereby reducing the
need for incremental working capital to support growth. As previously discussed,
our restaurants temporarily closed their dining rooms due to the pandemic and,
as of the end of the quarter, the majority of our restaurants have re-opened at
limited capacity. We expect that our cash provided by operations will continue
to be significantly below our historic levels until such time that our dining
rooms can re-open at full capacity.



Net cash used in investing activities was $79.7 million in 2020 YTD compared to
$87.8 million in 2019 YTD. The decrease was primarily due to a decrease in
capital expenditures partially offset by the proceeds received related to a sale
leaseback transaction at one location. The decrease in capital expenditures was
primarily due to decreased expenditures related to the remodel of our Support
Center office and a delay in our development schedule due to the pandemic. This
was partially offset by increased expenditures relating to the relocation of
existing restaurants. In 2020 YTD, three restaurants have been relocated and one
additional relocation is scheduled in late 2020.



We require capital principally for the development of new company restaurants,
the refurbishment or relocation of existing restaurants and the acquisition of
franchise restaurants, if any.  We either lease our restaurant site locations
under operating leases for periods of five to 30 years (including renewal
periods) or purchase the land when appropriate. As of June 30, 2020, we had
developed 147 of the 521 company restaurants on land in which we own.



The following table presents a summary of capital expenditures (in thousands):




                                                         2020 YTD     2019 YTD
New company restaurants                                  $  31,525    $  36,502
Refurbishment of existing restaurants                       28,077

27,621


Relocation of existing restaurants                          14,746

9,557

Capital expenditures related to Support Center office 7,485 14,102 Total capital expenditures

$  81,833    $  87,782




At the onset of the pandemic, we delayed construction on all restaurants that
were not substantially complete. As of June 30, 2020, 14 restaurants, including
one relocation site, had either resumed construction or were approved to resume

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construction. We currently expect as many as six of these restaurants will open
in Q3 2020. To the extent that state and local guidelines begin to significantly
reduce capacity and/or re-close dining rooms, we could pull back on development
and reduce capital expenditure spend accordingly.



Net cash provided by financing activities was $192.4 million in 2020 YTD
compared to cash used in financing activities of $164.5 million in 2019 YTD. The
increase is primarily due to increased borrowings under our revolving credit
facility as well as a decrease in share repurchases and dividends paid.



In light of the current uncertainty in the global markets resulting from the
pandemic and notwithstanding our healthy cash balance previously described in
our Annual Report on Form 10-K for fiscal year ended December 31, 2019, in March
2020 we increased our borrowings by $190.0 million as a precautionary measure in
order to bolster our cash position and enhance financial flexibility. On May 11,
2020, we amended the revolving credit facility to increase the amount available
under the facility by $82.5 million and drew down $50.0 million of the increased
amount. The proceeds from these borrowings, which totaled $240.0 million, are
being used for general corporate purposes, including, without limitation,
working capital, capital expenditures in the ordinary course of business, or
other lawful corporate purposes, all in accordance with and subject to the terms
and conditions of the facility. If the pandemic continues to adversely impact
our business for a significant period of time, we may need to further increase
the credit facility and/or seek other sources of liquidity. There is no
guarantee that we can increase the credit facility or that additional liquidity
will be readily available or available at favorable terms.



On May 31, 2019, our Board of Directors approved a stock repurchase program
under which we may repurchase up to $250.0 million of our common stock. This
stock repurchase program has no expiration date and replaced a previous stock
repurchase program which was approved on May 22, 2014. All repurchases to date
under our stock repurchase programs have been made through open market
transactions. The timing and the amount of any repurchases will be determined by
management under parameters established by the Board of Directors, based on an
evaluation of our stock price, market conditions and other corporate
considerations. During 2020 YTD, we paid $12.6 million to repurchase 252,409
shares of our common stock. On March 17, 2020, we suspended all share repurchase
activity. As of June 30, 2020, $147.8 million remains authorized for stock
repurchases. We do not expect to resume the repurchase of shares until our cash
flows from operations have stabilized.



On March 17, 2020, our Board of Directors authorized the payment of a cash
dividend of $0.36 per share of common stock. The payment of this dividend
totaling $25.0 million was distributed on March 27, 2020 to shareholders of
record at the close of business on March 11, 2020. On March 24, 2020, the Board
of Directors voted to suspend the payment of quarterly cash dividends of the
Company's common stock, effective with respect to dividends occurring after
March 27, 2020. We do not expect to resume the payment of cash dividends until
our cash flows from operations have stabilized.



We paid distributions of $1.8 million and $3.3 million to equity holders of all
20 majority-owned company restaurants in 2020 YTD and 2019 YTD, respectively. No
distributions were paid in Q2 2020.



On August 7, 2017, we entered into the Amended and Restated Credit Agreement
(the "Amended Credit Agreement") with respect to our revolving credit facility
with a syndicate of commercial lenders led by JPMorgan Chase Bank, N.A., PNC
Bank, N.A., and Wells Fargo Bank, N.A. The revolving credit facility remains an
unsecured, revolving credit agreement under which we may borrow up to $200.0
million with the option to increase the revolving credit facility by an
additional $200.0 million subject to certain limitations, including approval by
the syndicate of lenders. On May 11, 2020, we amended the revolving credit
facility to provide for an incremental revolving credit facility of up to $82.5
million. This amount reduced the additional $200.0 million that was available
under the revolving credit facility. The maturity date for the incremental
revolving credit facility is May 10, 2021. The maturity date for the original
revolving credit facility remains August 5, 2022.



The terms of the amendment require us to pay interest on outstanding borrowings
of the original revolving credit facility at LIBOR plus a margin of 1.50% and to
pay a commitment fee of 0.25% per year on any unused portion of the revolving
credit facility through the end of our Q1 2021 fiscal quarter. The amendment
also provides an Alternate Base Rate that may be substituted for LIBOR. As of
June 30, 2020, we had $190.0 million outstanding on the original

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revolving credit facility and $1.8 million of availability, net of $8.2 million of outstanding letters of credit. This outstanding amount is included as long-term debt on our condensed consolidated balance sheet.





The terms of the amendment also require us to pay interest on outstanding
borrowings of the incremental revolving credit facility at LIBOR, which is
subject to a floor of 1.0%, plus a margin of 2.25% and to pay a commitment fee
of 0.50% per year on any unused portion of the incremental revolving credit
facility through the maturity date. As of June 30, 2020, we had $50.0 million
outstanding and $32.5 million of availability on the incremental revolving
credit facility. This outstanding amount is included as current maturities of
long-term debt on our condensed consolidated balance sheet.

The weighted-average interest rate for the revolving credit facility as of June 30, 2020 was 2.01%.





The lenders' obligation to extend credit pursuant to the Amended Credit
Agreement depends on us maintaining certain financial covenants. The amendment
to the revolving credit facility also modified the financial covenants through
the end of our Q1 2021 fiscal quarter. We were in compliance with all financial
covenants as of June 30, 2020.



Contractual Obligations

The following table summarizes the amount of payments due under specified contractual obligations as of June 30, 2020 (in thousands):






                                                              Payments Due by Period
                                                    Less than                                       More than
                                        Total         1 year       1 - 3 Years      3 - 5 Years      5 years
Long-term debt obligation            $   240,000    $   50,000    $     190,000    $           -    $        -
Obligation under finance lease             2,116             -             

  -                -         2,116
Interest(1)                               12,973         4,977            4,039              571         3,386
Operating lease obligations            1,018,189        54,071          110,946          110,465       742,707
Capital obligations                      133,244       133,244                -                -             -

Total contractual obligations(2) $ 1,406,522 $ 242,292 $ 304,985 $ 111,036 $ 748,209

Includes interest on our revolving credit facility and interest on a finance

lease. Uses interest rates on our revolving credit facility as of June 30, (1) 2020 for our variable rate debt. We assumed $240.0 million remains

outstanding on our revolving credit facility through the respective maturity

date for all borrowings. We assumed a constant interest rate until maturity

on our finance lease.

(2) Unrecognized tax benefits under ASC 740, Income Taxes, are immaterial and


    excluded from this amount.

We have no material minimum purchase commitments with our vendors that extend beyond a year. See note 6 to the unaudited condensed consolidated financial statements for a discussion of contractual obligations.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.





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Guarantees



As of June 30, 2020 and December 31, 2019, we are contingently liable for $13.5
million and $13.9 million, respectively, for seven lease guarantees, listed in
the table below. These amounts represent the maximum potential liability of
future payments under the guarantees. In the event of default, the indemnity and
default clauses in our assignment agreements govern our ability to pursue and
recover damages incurred. No material liabilities have been recorded as of June
30, 2020 and December 31, 2019 as the likelihood of default was deemed to be
less than probable and the fair value of the guarantees is not considered
significant.




                                          Lease          Current Lease
                                     Assignment Date    Term Expiration

Everett, Massachusetts (1)(2) September 2002 February 2023 Longmont, Colorado (1)

                October 2003         May 2029
Montgomeryville, Pennsylvania (1)     October 2004        March 2021
Fargo, North Dakota (1)               February 2006        July 2021
Logan, Utah (1)                       January 2009        August 2024
Irving, Texas (3)                     December 2013      December 2024
Louisville, Kentucky (3)(4)           December 2013      November 2023

Real estate lease agreements for restaurant locations which we entered into (1) before granting franchise rights to those restaurants. We have subsequently

assigned the leases to the franchisees, but remain contingently liable under

the terms of the lease if the franchisee defaults.

(2) As discussed in note 7 to the unaudited condensed consolidated financial

statements, this restaurant is owned, in part, by our founder.

Leases associated with non-Texas Roadhouse restaurants which were sold. The (3) leases were assigned to the acquirer, but we remain contingently liable under

the terms of the lease if the acquirer defaults.

(4) We may be released from liability after the initial contractual lease term

expiration contingent upon certain conditions being met by the acquirer.

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