The discussion and analysis below for the Company should be read in conjunction
with the consolidated financial statements and the notes to such financial
statements (pages F-1 to F-29), "Forward-looking Statements" (page 3) and Risk
Factors set forth in Item 1A.

This Management's Discussion and Analysis of Financial Condition and Results of
Operations focuses on discussion of 2020 results as compared to 2019 results.
For discussion of 2019 results as compared to 2018 results, see "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" within our Form 10-K for the year ended December 31, 2019 filed

with
the SEC on February 28, 2020.



Our Company

Texas Roadhouse, Inc. is a growing restaurant company operating predominately in
the casual dining segment. Our founder, chairman and chief executive officer, 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 634
restaurants in 49 states and ten foreign countries. Our mission statement is
"Legendary Food, Legendary Service®." Our operating strategy is designed to
position each of our restaurants as the local hometown destination for a broad
segment of consumers seeking high-quality, affordable meals served with
friendly, attentive service. As of December 29, 2020, our 634 restaurants
included:

537 "company restaurants," of which 517 were wholly-owned and 20 were

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

in our consolidated statements of income and comprehensive income. 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 consolidated statements of

income and comprehensive income. Of the 537 restaurants we owned and operated

at the end of 2020, we operated 503 as Texas Roadhouse restaurants, 31 as

Bubba's 33 restaurants and three as Jaggers restaurants.

97 "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 income from

investments in unconsolidated affiliates" in our consolidated statements of

? income and comprehensive income. Additionally, we provide various management

services to these 24 franchise restaurants, as well as five additional

franchise restaurants in which we have no ownership interest. All of the

franchise restaurants operated as Texas Roadhouse restaurants. Of the 97

franchise restaurants, 69 were domestic restaurants and 28 were international

restaurants.

We have contractual arrangements which grant us the right to acquire at pre-determined formulas (i) the remaining equity interests in 18 of the 20 majority-owned company restaurants and (ii) 65 of the 69 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



We operate on a fiscal year that typically ends on the last Tuesday in December.
Fiscal year 2020 was 52 weeks in length, while the fourth quarter was 13 weeks
in length. Fiscal year 2019 was 53 weeks in length and, as such, the fourth
quarter was 14 weeks in length.

COVID-19 Impact





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 late March, 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. While all of our dining rooms were able to open in some

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capacity, many were required to close again in areas more severely impacted by
the pandemic. As of December 29, 2020, 82% of our company restaurants had their
dining rooms operating under various limited capacity restrictions. Our
remaining restaurants were limited to outdoor and/or To-Go or curbside service
only.



In response to the impact of the pandemic on our restaurant operations, 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 local regulations
at each of our locations, the safety of our employees and guests remains our top
priority.



As a result of the dining room restrictions and temporary closures, we have
experienced a significant decrease in traffic which has impacted our operating
results. While the majority of our dining rooms have re-opened, a significant
portion continue to operate under capacity restrictions that severely limit the
number of guests we can serve. In addition, while we have seen significant sales
growth in our To-Go program, even 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. We expect our operating results to continue to be
impacted until at least such time that all state and local restrictions are
lifted, and our dining rooms can operate 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 the extent to which our dining rooms will have
to close again. 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 report.



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

? Decreased the number of planned new restaurants for 2020;

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

? Suspended all share repurchase activity;

? 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

? restaurant employees. Each non-employee member of the Board of Directors also

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

retainers effective April 1, 2020 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. As of December 29, 2020, the Company had deferred $47.3 million in payroll
taxes with the amount due in 2021 included in accrued wages and payroll taxes
and the amount due in 2022 included in other liabilities in our consolidated
balance sheets.



The CARES Act also allowed for an Employee Retention Credit for companies
severely impacted by the pandemic to encourage the retention of full-time
employees. This refundable payroll tax credit was available for any company that
had fully or partially suspended operations due to government order or
experienced a significant decline in gross receipts and had employees who were
paid but did not actually work. The Company provided various forms of relief pay
for hourly restaurant employees throughout the year, as significant portion of
which qualified for this tax credit. For the year ended December 29, 2020, we
recorded $7.0 million related to this credit which is included in labor expense
in our

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consolidated statements of income and comprehensive income.





Finally, 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.


Long-term Strategies to Grow Earnings Per Share


Although a significant portion of 2020 required us to focus on adapting our
business to account for the impacts of the pandemic, we remain committed to our
core operating strategy that has defined and grown our brand. 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 continue to evaluate opportunities to develop
restaurants in existing markets and in new domestic and international markets.
Domestically, we 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, we opened 22 company restaurants while our franchise partners opened
four restaurants. This included 18 Texas Roadhouse restaurants, three Bubba's 33
restaurants, and one Jaggers restaurant. At the onset of the pandemic, we
delayed construction on all restaurants that were not substantially complete
which decreased our planned store openings for the year. We currently plan to
open 25 to 30 company restaurants across all concepts in 2021. To the extent
that state and local guidelines begin to further reduce capacity at our
restaurants, we could pull back on development and reduce capital expenditures
accordingly. In addition, we anticipate our existing franchise partners will
open as many as six Texas Roadhouse restaurants, primarily international, in
2021.

Our average capital investment for the 18 Texas Roadhouse restaurants opened
during 2020, including pre-opening expenses and a capitalized rent factor, was
$6.2 million. We expect our average capital investment for Texas Roadhouse
restaurants opening in 2021 to be approximately $5.5 million. Our average
capital investment for the three Bubba's 33 restaurants opened during 2020,
including pre-opening expenses and a capitalized rent factor, was $7.3 million.
We expect our average capital investment for Bubba's 33 restaurants opening in
2021 to be approximately $6.9 million.

We remain focused on driving sales and managing restaurant investment costs in
order 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 any 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. In addition, we have seen increased building costs as a result of the
pandemic.

We have entered into area development and franchise agreements for the
development and operation of Texas Roadhouse restaurants in several foreign
countries and one U.S territory. We currently have signed franchise and/or
development agreements in nine countries in the Middle East as well as Taiwan,
the Philippines, Mexico, China, South Korea, Brazil and Puerto Rico. As of
December 29, 2020, we had 15 restaurants open in five countries in the Middle
East, four restaurants open in Taiwan, five in the Philippines, two in South
Korea, and one each in Mexico and China for a total of 28 restaurants in ten
foreign countries. For the existing international agreements, the franchisee is
generally required to pay us a franchise fee for each restaurant to be opened,
royalties on the gross sales of each restaurant and a development fee for our
grant 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



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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 from 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
higher 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, with the increase in To-Go sales in prior years and
the significant increase in the current year due to the pandemic, we are
currently testing changes to our building layout to help better accommodate
higher To-Go volumes at our restaurants.



In addition, we continue to look for ways through various strategic initiatives
to drive awareness of our brands and increase profitability. At the onset of the
pandemic, we began selling ready-to-grill steaks and pork for customers to
prepare at home. While we reduced our store-level offerings around
ready-to-grill products once our dining rooms began to re-open, based on the
success of this program we have developed Texas Roadhouse Butcher Shop. This
on-line platform allows for the purchase and delivery hand-cut quality steaks
that are available in our restaurants. This platform launched in our Q4 2020
fiscal quarter.



Leveraging Our Scalable Infrastructure. To support our growth, we have made
significant 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. In addition, in Q4 2018 we increased our number of
regional market partners, market partners and regional support teams. 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
repurchase 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 a number of factors, including, but not limited to, earnings,
financial condition, applicable covenants under our amended credit facility,
other contractual restrictions and other factors deemed relevant. We are
currently evaluating when we will resume the payment of cash dividends.



In 2008, our Board of Directors approved our first stock repurchase program.
From inception through December 29, 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. For the year ended December 29, 2020, 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 December 29, 2020, $147.8 million remains authorized for
stock repurchases. We are currently evaluating when we will resume the
repurchase of shares.



Key Operating Personnel

Key management personnel who have a significant impact on the performance of our
restaurants include market partners, managing partners, kitchen managers,
service managers and assistant managers. Managing partners are single restaurant
operators who have primary responsibility for the day-to-day operations of the
entire restaurant. Kitchen managers have primary responsibility for managing the
kitchen staff and overall kitchen operations including food preparation and food
quality. Service managers have primary responsibility for managing the front of
house staff and

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overall dining room operations including service quality and the guest
experience. The assistant managers support our managing partners, kitchen, and
service managers. All managers are responsible for maintaining our standards of
quality and performance. We use market partners to oversee the operation of our
restaurants. Each market partner oversees a group of varying sizes of managing
partners and their respective management teams. Market partners are also
responsible for the hiring and development of each restaurant's management team
and assisting in the site selection process. Through regular visits to the
restaurants, the market partners facilitate adherence to all aspects of our
concepts, strategies and standards of quality.

Managing partners and market partners are required, as a condition of
employment, to sign a multi-year employment agreement. The annual compensation
of our managing partners and market partners includes a base salary plus a
percentage of the pre-tax income of the restaurant(s) they operate or supervise.
Managing partners and market partners are eligible to participate in our equity
incentive plan and are generally required to make refundable deposits of $25,000
and $50,000, respectively. Generally, the deposits are refunded after five years
of service.

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. Comparable restaurant sales reflects the change in
sales for company restaurants over the same period of the prior year 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 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 annual
restaurant sales for company restaurants open for a full six months before the
beginning of the period measured excluding sales of 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 food and beverage costs, 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.



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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
consolidated statements of income and comprehensive income. 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 amortized
consistent with the historic redemption pattern of the associated gift card or
on actual redemptions in periods where redemptions do not align with historic
redemption patterns.

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

Food and Beverage Costs. Food and beverage costs consists of the costs of raw
materials and ingredients used in the preparation of food and beverage products
sold in our company restaurants. Approximately half of our food and beverage
costs 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 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
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 a number of 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 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

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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 Income (Loss) from Unconsolidated Affiliates. Equity income (loss)
includes our percentage share of net income earned by unconsolidated affiliates.
This includes our 5.0% to 10.0% equity interest in 24 franchise restaurants.
Additionally, we own a 40% equity interest in four non-Texas Roadhouse
restaurants as part of a joint venture agreement with a casual dining restaurant
operator in China.

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
include 20 majority-owned restaurants for all periods presented.

2020 Financial Highlights



Total revenue decreased $358.0 million or 13.0% to $2.4 billion in 2020 compared
to $2.8 billion in 2019. The decrease was primarily due to a decrease in average
unit volumes driven by a decrease in comparable restaurant sales. While store
weeks increased 2.7% in 2020, comparable restaurant sales decreased 14.2%. The
decrease in average unit volumes is primarily due to our dining rooms operating
under various limited capacity restrictions due to the pandemic. Also, the
addition of the 53rd week in 2019 resulted in $59.0 million in restaurant and
other sales.

Restaurant margin decreased $208.6 million or 44.0% to $265.6 million in 2020
compared to $474.2 million in 2019 and restaurant margin, as a percentage of
restaurant and other sales, decreased to 11.2% in 2020 compared to 17.3% in
2019. The decrease in restaurant margin, as a percentage of restaurant and other
sales, was due to lower sales along with higher costs due to the pandemic. In
addition, restaurant margin was pressured by an increase in To-Go sales which
typically result in a less profitable transaction. See further discussion of
specific drivers included below.

Net income decreased $143.2 million or 82.1% to $31.3 million in 2020 compared
to $174.5 million in 2019 primarily due to lower restaurant margin dollars
partially offset by lower general and administrative expenses and an income tax
benefit. Diluted earnings per share decreased 81.8% to $0.45 from $2.46 in the
prior year. Also, the addition of the 53rd week in 2019 resulted in additional
diluted earnings per share of $0.10 to $0.11.

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                                                    Results of Operations
                                                         Fiscal Year
                                                2020                     2019
                                            $           %            $           %

                                                        (In thousands)
Consolidated Statements of
Income:
Revenue:
Restaurant and other sales              2,380,177        99.3    2,734,177 

99.2


Franchise royalties and fees               17,946         0.7       21,986 

0.8


Total revenue                           2,398,123       100.0    2,756,163 

100.0


Costs and expenses:
(As a percentage of restaurant
and other sales)
Restaurant operating costs
(excluding depreciation
and amortization shown separately
below):
Food and beverage                         780,646        32.8      883,357        32.3
Labor                                     875,764        36.8      905,614        33.1
Rent                                       54,401         2.3       52,531         1.9
Other operating                           403,726        17.0      418,448        15.3
(As a percentage of total
revenue)
Pre-opening                                20,099         0.8       20,156         0.7

Depreciation and amortization             117,877         4.9      115,544 

       4.2
Impairment and closure, net                 2,263          NM        (899)          NM
General and administrative                119,503         5.0      149,389         5.4
Total costs and expenses                2,374,279        99.0    2,544,140        92.3
Income from operations                     23,844         1.0      212,023         7.7

Interest expense (income), net              4,091         0.2      (1,514) 

(0.1)


Equity (loss) income from
investments in unconsolidated
affiliates                                  (500)       (0.0)          378 

0.0


Income before taxes                        19,253         0.8      213,915 

7.8


Income tax (benefit) expense             (15,672)       (0.7)       32,397 

1.2


Net income including
noncontrolling interests                   34,925         1.5      181,518 

6.6


Net income attributable to
noncontrolling interests                    3,670         0.2        7,066 

0.3


Net income attributable to Texas
Roadhouse, Inc. and subsidiaries           31,255         1.3      174,452 

       6.3


NM - Not meaningful





                                               Reconciliation of Income

from Operations to Restaurant Margin


                                                                     Fiscal Year Ended
                                                          2020                               2019

                                                           (In thousands, except per store week)

Income from operations                                             $ 23,844                          $ 212,023

Less:


Franchise royalties and fees                                         17,946

                            21,986

Add:
Pre-opening                                                          20,099                             20,156

Depreciation and amortization                                       117,877                            115,544
Impairment and closure, net                                           2,263                              (899)
General and administrative                                          119,503                            149,389
Restaurant margin                                                 $ 265,640                          $ 474,227

Restaurant margin $/store week                                      $ 9,773                           $ 17,914
Restaurant margin (as a percentage of
restaurant and other sales)                                           11.2%                              17.3%




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Restaurant Unit Activity




                                      Total   Texas Roadhouse   Bubba's 33    Jaggers
Balance at December 31, 2019            611               581           28          2
Company openings                         22                18            3          1
Company closings                        (1)               (1)            -          -
Franchise openings - Domestic             2                 2            -          -

Franchise openings - International        2                 2            - 

-


Franchise closings - International      (2)               (2)            - 

-


Balance at December 29, 2020            634               600           31 

        3





                                              December 29, 2020   December 31, 2019
Company - Texas Roadhouse                            503                 484
Company - Bubba's 33                                 31                  28
Company - Jaggers                                     3                   2

Franchise - Texas Roadhouse - U.S.                   69                  69
Franchise - Texas Roadhouse - International          28                  28

Total                                                634                 611




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Restaurant and Other Sales



Restaurant and other sales decreased 12.9% in 2020 compared to 2019. The
following table summarizes certain key drivers and/or attributes of restaurant
sales at company restaurants for the periods presented. Company restaurant count
activity is shown in the restaurant unit activity table above.


                                                                          2020        2019
Company Restaurants:
Increase in store weeks                                                      2.7 %        7.2 %
(Decrease) increase in average unit volume                                (16.3) %        4.1 %
Other(1)                                                                     0.6 %        1.0 %
Total (decrease) increase in restaurant sales                             (13.0) %       12.3 %
Other sales(2)                                                               0.1 %      (0.1) %
Total (decrease) increase in restaurant and other sales                   (12.9) %       12.2 %

Store weeks                                                               27,181       26,473
Comparable restaurant sales                                               (14.2) %        4.7 %

Texas Roadhouse restaurants only:
Comparable restaurant sales                                               (14.1) %        4.6 %
Average unit volume (in thousands)                                      $  4,649    $   5,555
Average unit volume (in thousands), 2019 adjusted (3)                   $ 

4,649 $ 5,427



Weekly sales by group:
Comparable restaurants (453 and 430 units, respectively)                  89,621      105,336
Average unit volume restaurants (20 and 22 units, respectively)(4)        84,485       94,437
Restaurants less than six months old (30 and 32 units, respectively)      81,546      105,732


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 2020, represent $16.9 million related to the amortization of

third-party gift card fees net of $10.1 million related to the amortization

of gift card breakage income. Other sales, for 2019, represent $19.8 million (2) related to the amortization of third-party gift card fees net of $10.7

million related to the amortization of gift card breakage income. The

decrease in amounts for 2020 is primarily due to a decrease in gift card

sales and redemptions.

(3) As 2019 contained 53 weeks, for comparative purposes, 2019 average unit

volumes were adjusted to a 52-week basis.

(4) Average unit volume restaurants include restaurants open a full six to 18

months before the beginning of the period measured.


The decrease in restaurant sales for 2020 was 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. The decrease in
comparable restaurant sales was driven by the dining room closures and capacity
restrictions due to the pandemic. In late March, all of our domestic company and
franchise restaurants were required to temporarily close their dining rooms and
shifted to a To-Go only model. 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. 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. As of
December 29, 2020, 82% of our company restaurants had their dining rooms
operating under various limited capacity restrictions.



Our expanded To-Go model helped to offset the loss of dining room sales
particularly at the onset of the pandemic when all of our dining rooms were
closed. In addition, we continued to see significant To-Go sales once our dining
rooms began to re-open. To-Go sales as a percentage of total restaurant sales
were 27.0% in 2020 compared to 7.2% in 2019.



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In addition to our expanded To-Go model, we also added family value packs which
include four entrées with an assortment of sides, and ready-to-grill steaks and
pork that allow customers to order their preferred cut of meat to prepare at
home. The majority of the sales around the family value packs and ready-to-grill
occurred in the first half of 2020, when all of our dining rooms were closed. In
total, these items represented less than 3% of restaurant sales for the year.



As a result of the significant change in our operating model in the first half
of 2020, including the offering of these items, 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 2020.



In addition, in late October 2020 we implemented a menu price increase of approximately 1.0% which was the only increase taken for 2020. We may take additional pricing in 2021 if needed.


We opened 22 company restaurants across all concepts in 2020. At the onset of
the pandemic, we delayed construction on all restaurants that were not
substantially complete which decreased our planned store openings for the year.
We currently plan to open 25 to 30 company restaurants across all concepts in
2021. To the extent that state and local guidelines begin to further reduce
capacity at our restaurants, we could pull back on development and reduce
capital expenditures accordingly.

Franchise Royalties and Fees


Franchise royalties and fees decreased by $4.0 million or 18.4% compared to 2019
due to lower average unit volume driven by comparable restaurant sales decreases
at domestic and international franchise stores as well as the impact of the 53rd
week in 2019. Comparable restaurant sales at domestic and international
franchise stores decreased 17.3% in 2020. These comparable restaurant sales
decreases include the impact of international locations that were temporarily
closed during the year.

Additionally, in 2020, we waived royalties of $0.4 million 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. The majority of these royalty waiver and deferral
arrangements were through the end of our Q2 2020 fiscal quarter.

Our existing domestic franchise partners opened two Texas Roadhouse restaurants
in 2020. In addition, our existing international franchise restaurant partners
opened two restaurants and closed two restaurants in 2020. We also acquired two
domestic franchise restaurants in the fourth quarter of 2020. We anticipate our
existing franchise partners will open as many as six Texas Roadhouse
restaurants, primarily international, in 2021.

Food and Beverage Costs



Food and beverage costs, as a percentage of restaurant and other sales,
increased to 32.8% in 2020 from 32.3% in 2019 primarily due to higher commodity
inflation partially offset by a change in mix of items sold, including fewer
alcoholic beverages. Commodity inflation was 2.1% in 2020, primarily driven by
higher beef costs.

For 2021, we expect commodity cost inflation of approximately 3.0%.

Restaurant Labor Expenses



Restaurant labor expense, as a percentage of restaurant and other sales,
increased to 36.8% in 2020 compared to 33.1% in 2019. This increase was
primarily due to higher wage rates, increased benefits provided to our employees
related to the pandemic, higher costs associated with health insurance, and a
decrease in average unit volume. These increases were partially offset by
employee retention payroll tax credits of $7.0 million related to relief pay
paid to our hourly restaurant employees as well as a decrease in worker's
compensation costs.

Higher wage rates were due to a significant number of employees moving from a
tipped wage rate to a non-tipped wage rate due to the significant increase in
To-Go sales. In addition, we incurred costs of $20.2 million for relief pay and
enhanced benefits for our hourly employees. The relief 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. Higher health insurance costs were due to
higher claim costs as well as

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rate and enrollment increases. The increased claim costs, driven by unfavorable
claims experience, resulted in $3.8 million of unfavorable adjustments to our
actuarial reserve estimate in 2020.

The employee retention payroll tax credit of $7.0 million was a credit made
available through the CARES Act and related to relief pay for our hourly
employees that was paid throughout 2020. The decrease in workers' compensation
expense was due to changes in our claims development history included in our Q3
2020 actuarial reserve estimate that resulted in a favorable adjustment of
$1.8
million.

Restaurant Rent Expense

Restaurant rent expense, as a percentage of restaurant and other sales, increased to 2.3% in 2020 compared to 1.9% in 2019 due to the decrease in average unit volume and the benefit of the 53rd week in 2019 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 17.0% in 2020 from 15.3% in 2019. This increase was due to a
decrease in average unit volume, higher supplies expense and higher general
liability insurance expense partially offset by lower losses on remodeling
projects, laundry and linen and advertising expenses. Higher supplies expense
was due to an increase in To-Go supplies, personal protective equipment, and
other costs to support our hybrid operating model throughout the year. The
increase in general liability insurance expense was due to changes in our claims
development history included in our Q3 2020 actuarial reserve estimate that
resulted in an unfavorable adjustment of $1.4 million. This compared to a
favorable adjustment of $1.1 million in 2019. In addition, due to the
significant decrease in our 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 decreased to $20.1 million in 2020 from $20.2 million in
2019. The change in pre-opening expense is primarily driven by the number and
timing of restaurant openings in a given year. Pre-opening costs will typically
fluctuate from period to period 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 Expenses ("D&A")


D&A, as a percentage of revenue, increased to 4.9% in 2020 compared to 4.2% in
2019. The increase was primarily due to a decrease in average unit volume and
higher depreciation at new restaurants partially offset by lower accelerated
depreciation. In 2019, our accelerated depreciation was higher due to the
planned relocation of several restaurants.

Impairment and Closure Costs, Net



Impairment and closure costs, net were $2.3 million and ($0.9) million in 2020
and 2019, respectively. In 2020, impairment and closure costs, net included $1.2
million related to the impairment of the fixed assets and operating lease
right-of-use assets at four restaurants, all of which have relocated or are
scheduled to be relocated. In addition, we recorded goodwill impairment of $1.1
million related to two restaurants. In 2019, impairment and closure costs, net
included a gain of $2.6 million related to the forced relocation of one
restaurant and $1.1 million related to the impairment of the operating lease
right-of-use asset at an underperforming restaurant.

General and Administrative Expenses ("G&A")



G&A, as a percentage of total revenue, decreased to 5.0% in 2020 compared to
5.4% in 2019. The decrease was primarily driven by lower incentive and
performance-based compensation costs, lower managing partner conference costs
and lower travel costs partially offset by a decrease in average unit volume.
Managing partner conference costs were lower in 2020 due to the cancellation of
our annual conference.

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

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We are currently subject to various claims and contingencies that arise from
time to time in the ordinary course of business, including those related to
litigation, business transactions, employee-related matters and taxes, among
others. See note 13 to the consolidated financial statements for further
discussion of these matters.

Interest Expense (Income) Expense, Net

Interest expense was $4.1 million compared to interest income of $1.5 million in 2019. The increase in interest expense was primarily driven by additional borrowings on our credit facility due to the pandemic along with reduced earnings on our cash and cash equivalents.

Income Taxes



Our effective tax rate was a benefit of 81.4% in 2020 compared to expense of
15.1% in 2019. The benefit was primarily due to the impact of FICA tip and Work
opportunity tax credits on lower pre-tax income. Additionally, these credits
exceeded our federal tax liability in 2020 but we expect to utilize these
credits in the 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):




                                                              Fiscal Year
                                                          2020           

2019


Net cash provided by operating activities              $   230,438    $   

374,298


Net cash used in investing activities                    (161,105)      

(214,820)

Net cash provided by (used in) financing activities 185,943 (261,724) Net increase (decrease) in cash and cash equivalents $ 255,276 $ (102,246)






Net cash provided by operating activities was $230.4 million in 2020 compared to
$374.3 million in 2019. This decrease was primarily due to a decrease in net
income and a decrease in deferred income taxes partially offset by favorable
changes in working capital. Working capital changes included the benefit of
deferred payroll taxes related to the CARES Act.

Our operations have not required significant working capital and like many restaurant companies we can 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.



Net cash used in investing activities was $161.1 million in 2020 compared to
$214.8 million in 2019. The decrease is primarily due to a decrease in capital
expenditures partially offset by the purchase of two franchise restaurants in
2020. The decrease in capital expenditures is primarily due to a delay in our
development schedule due to the pandemic and decreased expenditures due to the
completion of the remodel of our Support Center office.

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 December 29, 2020, 148 of
the 537 company restaurants have been developed on land which we own.

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


                                                          2020         2019
New company restaurants                                 $  78,941    $  99,957
Refurbishment of existing restaurants                      47,735       

63,548


Relocation of existing restaurants                         17,917       

25,131

Capital expenditures related to Support Center office 9,808 25,704 Total capital expenditures

$ 154,401    $ 214,340




At the onset of the pandemic, we delayed construction on all restaurants that
were not substantially complete which decreased our planned restaurant openings
for the year. In addition, we delayed any projects on existing restaurants that
were not critical to their operations. In 2021, we expect our capital
expenditures to be $210.0 million to $220.0 million and we currently plan to
open 25 to 30 company restaurants across all concepts. 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 $185.9 million in 2020 compared to
net cash used in financing activities of $261.7 million in 2019. The increase is
primarily due to increased borrowings under our revolving credit facility offset
by a decrease in share repurchases and dividends paid.

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, 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 December 29, 2020, $147.8 million remains authorized for stock
repurchases. We are currently evaluating when we will resume the repurchase

of
shares.



On February 20, 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 are currently evaluating when we will resume the payment

of
cash dividends.


We paid distributions of $3.4 million and $6.4 million to equity holders of all of our 20 majority-owned company restaurants in 2020 and 2019, respectively.



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

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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
December 29, 2020, we had $190.0 million outstanding on the original 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 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 December 29, 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 consolidated balance sheet.

The weighted-average interest rate for the revolving credit facility as of December 29, 2020 was 1.98%.





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 December 29, 2020.



Contractual Obligations

The following table summarizes the amount of payments due under specified contractual obligations as of December 29, 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,
including current maturities         $   240,000    $   50,000          190,000    $           -    $        -
Obligation under finance lease             2,122             -             

  -                -         2,122
Interest(1)                               10,287         4,083            2,389              571         3,244
Operating lease obligations            1,046,273        56,201          114,484          112,844       762,744
Capital obligations                       95,870        95,870                -                -             -

Total contractual obligations(2) $ 1,394,552 $ 206,154 $ 306,873 $ 113,415 $ 768,110

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

lease. Uses interest rates on our revolving credit facility as of December (1) 29, 2020 for our variable rate debt. We assumed $240.0 million remains

outstanding on our revolving credit facility through the respective maturity

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 not significant

and excluded from this amount.




We have no material minimum purchase commitments with our vendors that extend
beyond a year. See notes 5 and 8 to the consolidated financial statements for
details of contractual obligations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.



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Guarantees

As of December 29, 2020 and December 31, 2019, we were contingently liable for
$13.0 million and $13.9 million, respectively, for seven leases, 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
December 29, 2020 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 2026
Fargo, North Dakota (1)               February 2006        July 2026
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 17 to the accompanying 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 lease term expiration

contingent upon certain conditions being met by the acquirer.

Critical Accounting Policies and Estimates


The above discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with U.S. GAAP. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenue and expenses, and disclosures of
contingent assets and liabilities. Our significant accounting policies are
described in note 2 to the accompanying consolidated financial statements.
Critical accounting policies are those that we believe are most important to
portraying our financial condition and results of operations and also require
the greatest amount of subjective or complex judgments by management. Judgments
or uncertainties regarding the application of these policies may result in
materially different amounts being reported under different conditions or using
different assumptions. We consider the following policies to be the most
critical in understanding the judgments that are involved in preparing the
consolidated financial statements.

Impairment of Long-lived Assets. We evaluate long-lived assets related to each
restaurant to be held and used in the business, such as property and equipment,
operating lease right-of-use assets and intangible assets subject to
amortization, for impairment whenever events and circumstances indicate that the
carrying amount of a restaurant may not be recoverable. For the purposes of this
evaluation, we define the asset group at the individual restaurant level. When
we evaluate the restaurants, cash flows are the primary indicator of impairment.
Recoverability of assets to be held and used is measured by comparison of the
carrying amount of the restaurant to estimated undiscounted future cash flows
expected to be generated by the restaurant. Under our policies, trailing
12-month cash flow results under a predetermined amount at the individual
restaurant level signals a potential impairment. In our evaluation of
restaurants that do not meet the cash flow threshold, we estimate future
undiscounted cash flows from operating the restaurant over its estimated useful
life, which can be a period of over 20 years. In the estimation of future cash
flows, we consider the period of time the restaurant has been open, the trend of
operations over such period and future periods and expectations for future sales
growth. We limit assumptions about important factors such as trend of future
operations and sales growth to those that are supportable based upon our plans
for the restaurant and actual results at comparable restaurants. Both
qualitative and quantitative information are considered when evaluating for
potential impairments. As we assess the ongoing expected cash flows and carrying
amounts of our long-lived assets, these factors could cause us to realize a

material impairment charge.

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If assets are determined to be impaired, we measure the impairment charge by
calculating the amount by which the asset carrying amount exceeds its estimated
fair value. The determination of asset fair value is also subject to significant
judgment. We generally measure estimated fair value by discounting estimated
future cash flows. When fair value is measured by discounting estimated future
cash flows, the assumptions used are consistent with what we believe
hypothetical market participants would use. We also use a discount rate that is
commensurate with the risk inherent in the projected cash flows. If these
assumptions change in the future, we may be required to record impairment
charges for these assets.

In 2020, as a result of our quarterly impairment analysis, we recorded a total
charge of $1.2 million related to the impairment of the fixed assets and
operating lease right-of-use assets at four restaurants, all of which have
relocated or are scheduled to be relocated. See note 16 in the consolidated
financial statements for further discussion regarding closures and impairments
recorded in 2020, 2019 and 2018.

Goodwill. Goodwill is tested annually for impairment and is tested more
frequently if events and circumstances indicate that the asset might be
impaired. We have assigned goodwill to our reporting units, which we consider to
be the individual restaurant level. An impairment loss is recognized to the
extent that the carrying amount exceeds the fair value of the reporting unit.
The determination of impairment consists of two steps. First, we determine the
fair value of the reporting unit and compare it to its carrying amount. The fair
value of the reporting unit may be based on several valuation approaches
including capitalization of earnings, discounted cash flows, comparable public
company market multiples and comparable acquisition market multiples. Second, if
the carrying amount of the reporting unit exceeds its fair value, an impairment
loss is recognized for any excess of the carrying amount of the reporting unit's
goodwill over the fair value of the reporting unit.

The valuation approaches used to determine fair value are subject to key
judgments and assumptions that are sensitive to change such as judgments and
assumptions about appropriate revenue growth rates, operating margins, weighted
average cost of capital, and comparable company and acquisition market
multiples. In estimating the fair value using the capitalization of earnings or
discounted cash flows methods we consider the period of time the restaurant has
been open, the trend of operations over such period and future periods,
expectations of future sales growth and terminal value. Assumptions about
important factors such as the trend of future operations and sales growth are
limited to those that are supportable based upon the plans for the restaurant
and actual results at comparable restaurants. When developing these key
judgments and assumptions, we consider economic, operational and market
conditions that could impact fair value. The judgments and assumptions used are
consistent with what we believe hypothetical market participants would use.
However, estimates are inherently uncertain and represent only our reasonable
expectations regarding future developments. If the estimates used in performing
the impairment test prove inaccurate, the fair value of the restaurants may
ultimately prove to be significantly lower, thereby causing the carrying value
to exceed the fair value and indicating impairment has occurred.

At December 29, 2020, we had 73 reporting units, primarily at the restaurant
level, with allocated goodwill of $127.0 million. The average amount of goodwill
associated with each reporting unit is $1.7 million with six reporting units
having goodwill in excess of $4.0 million. In connection with our annual
impairment analysis, we recorded an impairment charge of $1.1 million related to
two restaurant reporting units. Since we determine the fair value of goodwill at
the restaurant level, any significant decreases in cash flows at these
restaurants or others could further trigger impairment charges in the future.
The fair value of each of our reporting units, excluding the two in which we
recorded impairment charges in the current year, was substantially in excess of
their respective carrying values as of the 2020 goodwill impairment test. See
note 16 in the consolidated financial statements for further discussion
regarding closures and impairments recorded in 2020, 2019 and 2018.

Effects of Inflation



We have not operated in a period of high commodity inflation for the last
several years; however, we have experienced material increases in certain
commodity costs, specifically beef, in the past. In addition, a significant
number of our employees are paid at rates related to the federal and/or state
minimum or tipped wages and, accordingly, increases in minimum or tipped wages
have increased our labor costs for the last several years. We have increased
menu prices and made other adjustments over the past few years, in an effort to
offset increases in our restaurant and operating costs resulting from inflation.
Whether we are able and/or choose to continue to offset the effects of inflation
will determine to what extent, if any, inflation affects our restaurant
profitability in future periods.

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