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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             ----------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported): February 17, 2005
                                                         -----------------


                                CBRL GROUP, INC.


         Tennessee                     0-25225                    62-1749513
         ---------                     -------                    ----------
(State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
     of Incorporation)                                       Identification No.)

                  305 Hartmann Drive, Lebanon, Tennessee 37087

                                 (615) 444-5533


Check the appropriate  box if the Form 8-K filing is intended to  simultaneously
satisfy  the filing  obligation  of the  registrant  under any of the  following
provisions :

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material  pursuant to Rule 14a-12 under the Exchange  Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR.13e-4(c))

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Item 2.02. Results of Operations and Financial Condition. On February 17, 2005, CBRL Group, Inc. (the "Company") issued the press release that is furnished as Exhibit 99 to this Current Report on Form 8-K, which by this reference is incorporated herein as if copied verbatim, with respect to second quarter results, current sales trends and earnings guidance for the third fiscal quarter of 2005, other information and the conference call to be held to discuss this information, as well as the matters discussed under Item 4.02 below, which include adjustments to prior period financial results. Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. Following a review of its accounting policy, the Company has changed its accounting for certain operating leases consistent with changes recently applied by numerous other public companies. As part of this change, the Company has restated historical results, also consistent with policies applied by others. The Company has discussed the facts underlying the restatement and has provided an analysis of the restatement in the press release attached as Exhibit 99 (the "Press Release") in the section entitled "Restatement Related to Changes for Lease Accounting" (the "Restatement Section"), and by this reference the Restatement Section is incorporated herein as if copied verbatim and shall be the only portion of the Press Release deemed filed. The restatement has no net impact on cash flows, and the income statement and balance sheet effects are summarized in a table in the Press Release. On February 15, 2005, the Audit Committee of the Company's Board of Directors concluded that certain of the Company's previously filed financial statements should be restated for fiscal years 2000 through 2004 and for the first quarter of fiscal year 2005. On that same day, the Company communicated its conclusions to Deloitte & Touche LLP, the Company's independent registered public accounting firm, who concurred with the Company's conclusion to restate and advised the Company that their associated reports on such financial statements should no longer be relied upon. The Company will file an amended Form 10-K/A for fiscal 2004 (which will also include the restated financial information for fiscal years 2000 through 2003) and an amended Form 10-Q/A for its first fiscal quarter of 2005 as soon as practical. Additionally, the Company will restate its second and third quarter of fiscal 2004 prospectively. The current filings should not be relied upon.

Item 7.01. Regulation FD Disclosure. The information set forth in Item 2.02 above is incorporated by reference as if fully set forth herein. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements. None (b) Pro Forma Financial Information. None (c) Exhibits. 99 Press Release issued by CBRL Group, Inc. dated February 17, 2005.

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: February 17, 2005 CBRL GROUP, INC. By: /s/ James F. Blackstock ---------------------------------- Name: James F. Blackstock Title: Senior Vice President, General Counsel and Secretary

[Logo of CBRL Group, Inc.]                                   POST OFFICE BOX 787
                                                              LEBANON, TENNESSEE
                                                                      37088-0787
                                                              PHONE 615.443.9869
- --------------------------------------------------------------------------------
CBRL GROUP, INC.
- --------------------------------------------------------------------------------


                                                Contact: Lawrence E. White
                                                         Senior Vice President/
                                                           Finance and
                                                         Chief Financial Officer



  CBRL GROUP, INC. ANNOUNCES 18.9% INCREASE IN DILUTED NET INCOME PER SHARE FOR
                          SECOND QUARTER OF FISCAL 2005
                Provides Guidance for Fiscal 2005 Third Quarter;
               Announces Change in Accounting for Certain Leases;
            Implements Previously Announced Change in Accounting for
                          Contingently Convertible Debt

LEBANON,  Tenn. (February 17, 2005) -- CBRL Group, Inc. (the "Company") (NASDAQ:
CBRL)  today  announced  results  for its second  quarter  of fiscal  2005 ended
January 28,  2005,  reporting  diluted  net income per share of $0.63,  an 18.9%
increase  from a restated  $0.53 in the second  quarter  of fiscal  2004.  These
results included the effect of implementing  the previously  announced change in
accounting  for the  Company's  contingently  convertible  debt as  required  by
Emerging  Issues Task Force (EITF) Issue No. 04-8, as well as restating  results
for a change in  accounting  for  certain  leases.  The Company  also  announced
results for the six-month period ended January 28, 2005.

         Highlights of the fiscal 2005  second-quarter and year-to-date  results
         include:
         o Diluted  net income  per share for the  second  quarter  was up 18.9%
           and net  income was up  13.7% from the  estimated  restated  year-ago
           quarter on an 8.9% increase in total revenue.
         o Comparable  store restaurant sales for the second fiscal quarter were
           up  3.2%  for  the  Company's  Cracker  Barrel  Old  County  Store(R)
           ("Cracker Barrel")  operations,  and comparable store retail sales at
           Cracker Barrel were down 0.3%.
         o Comparable  restaurant sales for  the second  fiscal quarter  were up
           4.4% in the Company's Logan's  Roadhouse(R)  ("Logan's") restaurants.
         o Operating  income margin  increased to 7.7% of total revenue for the
           second fiscal quarter from 7.6% in the year-ago quarter as restated.
         o Year-to-date  net cash  provided by  operating  activities  of $137.4
           million  up  sharply  from  $76.6  million  of net cash  provided  by
           operating activities in the comparable period of fiscal 2004.
         o Repurchase  of  approximately  1.2  million  shares of the  Company's
           outstanding  common stock in the second quarter brought  year-to-date
           repurchases to approximately 2.3 million shares.
         o The quarter and year to date are the first  periods when present year
           and historical results are restated to reflect a previously announced
           change in  accounting  for the effect on diluted net income per share
           from the  adoption  of EITF  04-8,  and for  adoption  of a change in
           accounting for lease expense.

                                     -MORE-

CBRL Anounces Second-Quarter Results Page 2 February 17, 2005 Second-Quarter Fiscal 2005 Results Total revenue for the second fiscal quarter ended January 28, 2005 of $667.2 million increased 8.9% from the second fiscal quarter of 2004. Comparable store restaurant sales for the second quarter for the Cracker Barrel concept increased 3.2%, including a 4.1% higher average check but 0.9% lower guest traffic. Cracker Barrel's average menu price increase for the full quarter was approximately 3.1%, including approximately 1.7% in menu pricing taken in January of last year and lapped during January this year. Comparable store retail sales at Cracker Barrel decreased 0.3% for the quarter. Logan's comparable restaurant sales for the quarter were up 4.4% as average check increased 4.0% and guest traffic increased 0.4%. Logan's carried approximately 3.3% of menu price increase during the quarter. During the quarter, the Company opened five new Cracker Barrel units, four new company-operated Logan's locations and two new franchised Logan's restaurants. The Company reported net income for the second quarter of fiscal 2005 of $32.6 million, or $0.63 per diluted share, up 13.7% and 18.9%, respectively, from estimated restated net income of $28.6 million and estimated restated diluted net income per share of $0.53 for the second quarter of fiscal 2004. In the second quarter, the Company has determined that it is likely to incur a lower income tax rate than it previously expected for fiscal 2005, primarily reflecting higher than expected tax credits under certain federal jobs-creation provisions. The 34.2% rate reflected in the second quarter includes a catch-up effect, so that the 34.6% rate year-to-date reflects the Company's present expectation of its effective tax rate for the full year. The Company also repurchased approximately 1.2 million shares of its common stock during the quarter for approximately $47.2 million. The Company announced that its results reflected certain restatements of historical period results. As announced in its November 18, 2004 press release, the Company's second-quarter diluted net income per share calculation includes the effect of implementing EITF Issue No. 04-8, which requires accounting for the Company's contingently convertible debt using "if-converted" accounting regardless of whether the contingency allowing debt holders to convert is met. As previously announced, the Company implemented the rule change in reporting its second fiscal quarter results, and it has restated previous years to reflect the effect of the rule change on prior periods. Additionally, the Company has changed its current and historical accounting for certain leases to conform with changes recently adopted by numerous other public companies. A further discussion of this change and the related restatement of historical results are included below. Tables are provided at the end of this press release that show estimated restated quarterly and full-year results for the affected periods for both changes in accounting. Operating income for the second quarter increased 10.1% from the prior year and was 7.7% of total revenue compared to an estimated restated 7.6% in the second quarter of fiscal 2004. Compared with the second quarter of last year, operating income margin reflected an obsolescence reserve addition of approximately $1.0 million to reflect expected disposition of certain aged and slow-moving retail inventory at Cracker Barrel, and credits of approximately $0.8 million for recoveries or expected recoveries of certain insured losses. Operating income also reflects approximately $0.6 million and $0.5 million, respectively, in the second quarters of fiscal 2005 and estimated restated fiscal 2004 for a change in accounting for certain leases discussed more fully below. -MORE-

CBRL Anounces Second-Quarter Results Page 3 February 17, 2005 Commenting on the second-quarter results, CBRL Group, Inc. President and Chief Executive Officer Michael A. Woodhouse said, "We are very pleased with the solid results recorded this quarter, and with the progress made in returning to our long-term objective of 15% diluted net income per share growth through a combination of prudent unit expansion, improved operating results, and share repurchases from the strong cash flow generated by our businesses. We are particularly pleased to post an increase from last year in operating income margin despite the ongoing commodity pressures we experienced during the quarter." Six-Month Fiscal 2005 Results Total revenue for the six months ended January 28, 2005 of $1.3 billion increased 7.6 % from the first six months of 2004. Comparable store restaurant sales for the six months for the Cracker Barrel concept increased 2.8%, including a 3.6% higher average check but 0.8% lower guest traffic. Comparable store retail sales at Cracker Barrel decreased 2.5% for the first six months of fiscal 2005. Logan's comparable restaurant sales for the first six months were up 4.2% with a 4.6% increase in average check but 0.4% lower guest traffic. The Company opened 10 new Cracker Barrel units and 11 new company-owned Logan's locations; two new franchised Logan's restaurants also opened. The Company reported net income for the first six months of fiscal 2005 of $62.5 million, or $1.20 per diluted share, reflecting increases of 10.6% and 13.2%, respectively, from estimated restated net income of $56.5 million and estimated restated diluted net income per share of $1.06 for the first six months of fiscal 2004. The Company reported that year-to-date net cash provided by operating activities of $137.4 million was up sharply from $76.6 million in the first six months of fiscal 2004, and well in excess of net cash used for the purchase of property and equipment (capital expenditures) of $76.6 million. The increased cash provided by operations reflected increased levels of accounts payable from the relatively low levels at the end of fiscal 2004 as well as the higher reported net income. Capital expenditures were higher than the prior year's $63.9 million, primarily reflecting a greater number of new store openings in development for fiscal 2005. The Company repurchased approximately 2.3 million shares of its common stock for approximately $87.1 million year-to-date and paid $11.3 million to shareholders in dividends. As of the end of the second quarter, the Company had approximately 0.6 million shares remaining to be repurchased under previously disclosed authorizations Restatement Related to Changes for Lease Accounting Effective with the reporting contained in this press release, the Company has changed its accounting for certain operating leases consistent with changes recently adopted by numerous other public companies. As part of this change, it has restated historical results, also consistent with policies adopted by others in its industry. -MORE-

CBRL Anounces Second-Quarter Results Page 4 February 17, 2005 Since 1985, generally accepted accounting principles in the United States ("GAAP") have required that leases for which there are rent increases over the term of the lease be accounted for at the average rent payment over the applicable term. This typically results in accrued rent expense in the early years being higher than cash rent payments, with the difference being recorded on the balance sheet as deferred rent liability. In later years of the lease, actual cash rent payments typically are higher than the average rent, and the difference is recorded by reducing the deferred rent liability. In effect, rent payments from the later years of the lease are partially accrued in the earlier years of the lease. GAAP generally requires that this average, or straight-line, rent be calculated over the minimum term where the lessee would incur no economic penalty from terminating the lease. The Company indicated that it and apparently many others in the industry have long interpreted this to mean the base term of the lease (i.e., not including option, or renewal, periods) since not renewing a lease generally is an economic advantage because it allows the lessee to cease operations at a poorly performing site or to commence operations at a superior site. The Company indicated that it and apparently many others in the industry, however, also generally have depreciated leasehold improvements over a longer period, the expected life of the property, which may often include optional renewal periods. The restatement that the Company is recording conforms the period used for straight-line rent calculation with the estimated useful life used for depreciating leasehold improvements. This generally means that rent expense accrued in a given period will include rent that will not actually be paid until an even more remote future period, often more than 20 years hence and for which a lessee has no obligation until an option is exercised at some time in the future. If a lessee determines not to exercise a future renewal option, the rent accrued in the early years of the lease attributable to the later option period would be taken as a credit to income, even though there is no cash transaction. Again, these accrued future rent payments will be accumulated on the balance sheet as a deferred rent liability. Additionally, the restatement is based upon the applicable lease terms that include the pre-opening period during construction in which the Company is obligated to the lease, but not making payments, yet would incur a substantial economic penalty by terminating the lease. Typically, rent payments do not commence until the restaurant opens for business, and the Company has used the earlier of commencement of operations or rent payments as the date on which it began to accrue rent, under the principle of matching revenues and expenses. As a non-cash accrual, the restatement has no net impact on cash flow from operations, and the income statement and balance sheet effects are summarized in a table in this press release. The Company will file an amended Form 10-K/A for fiscal 2004 and an amended Form 10-Q/A for its first fiscal quarter of 2005 as soon as practical. Additionally, the Company will restate its second and third quarter of fiscal 2004 prospectively. The current filings should not be relied upon. The Company urges caution in considering its current trends and the earnings guidance disclosed in this press release. The restaurant industry is highly competitive, and trends and guidance are subject to numerous factors and influences, some of which are discussed in the cautionary language at the end of this press release. The Company disclaims any obligation to update disclosed -MORE-

CBRL Anounces Second-Quarter Results Page 5 February 17, 2005 information on trends or targets other than in its periodic filings under Forms 10-K, 10-Q, and 8-K with the Securities and Exchange Commission. Fiscal 2005 Earnings Guidance The Company's present guidance for diluted net income per share for the third quarter of fiscal 2005, which ends April 29, 2005, is for a percentage increase up to the mid-teens compared to the estimated restated $0.48 per share in the third quarter of last year on a total revenue increase of approximately 9-10%. Earnings guidance reflects many assumptions, many of which cannot be known, including, very importantly, sales expectations. The Company presently expects comparable store restaurant sales for the full third quarter to be up approximately 3-5% at Cracker Barrel and up approximately 2-4% at Logan's. Comparable store retail sales at Cracker Barrel are presently expected to be approximately flat to down 1% compared with the year-ago quarter. The Company presently expects operating income margins for the quarter to be flat to down slightly, primarily reflecting higher marketing expenses partly offset by other cost favorability, including lower cost of sales. The Company presently has an estimated 80-85% of its expected food purchases for the third quarter contracted with an overall expected percentage inflation on food purchases of approximately 1% from the third quarter of last year, primarily reflecting expectations for higher pork, chicken and beef prices, partly offset by lower dairy costs. The Company presently expects to open seven new Cracker Barrel units in the third quarter, two of which have already opened, and six new Logan's company-operated units, of which one has already opening. In addition, one new franchised Logan's restaurant is expected to open in the quarter. With the present outlook for a strong fourth quarter, the Company presently expects a percentage increase for the full fiscal year in diluted net income per share in the mid-to-high teens above the estimated restated $2.18 in fiscal 2004 (excluding the settlement charge taken in the fourth quarter of last year), reflecting a high-single-digit percentage increase in total revenue and a full-year operating income margin that is up slightly compared with an estimated restated 7.9% of revenue recorded in fiscal 2004 (also excluding the effect of the settlement charge). The Company's full-year guidance includes an expectation for lower commodity costs in the fourth quarter than in the prior year, with approximately 70% of the Company's food cost purchases for the fourth quarter currently contracted. The Company is developing plans to address the impact of enacted minimum wage increases in certain states in which it operates. The estimated cost of the minimum wage increases is expected to be approximately $1.2-$1.3 million in the fourth quarter and substantially less than that in the third quarter. Fiscal 2005 Second-Quarter Conference Call The live broadcast of CBRL Group's quarterly conference call will be available to the public on-line at www.vcall.com or www.cbrlgroup.com today beginning at 11:00 a.m. (EST). The on-line replay will follow immediately and continue through February 24, 2005. Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates 516 Cracker Barrel Old Country Store restaurants and gift shops located in 41 states and 119 company-operated and 22 franchised Logan's Roadhouse restaurants in 18 states. -MORE-

CBRL Anounces Second-Quarter Results Page 6 February 17, 2005 Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of CBRL Group, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "assumptions", "target", "guidance", "outlook", "plans", "projection", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "potential" or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. Factors which could materially affect actual results include, but are not limited to: the effects of uncertain consumer confidence or general or regional economic weakness on sales and customer travel activity; the ability of the Company to identify, acquire and sell successful new lines of retail merchandise; the availability and cost of acceptable sites for development and the Company's ability to identify such sites; commodity, workers' compensation, group health and utility price changes; consumer behavior based on concerns over nutritional or safety aspects of the Company's products or restaurant food in general; competitive marketing and operational initiatives; the effects of plans intended to improve operational execution and performance; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting accounting, tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas; practical or psychological effects of terrorist acts or war and military or government responses; the effects of increased competition at Company locations on sales and on labor recruiting, cost, and retention; the ability of and cost to the Company to recruit, train, and retain qualified restaurant hourly and management employees; disruptions to the company's restaurant or retail supply chain; changes in foreign exchange rates affecting the Company's future retail inventory purchases; the actual results of pending or threatened litigation or governmental investigations and the costs and effects of negative publicity associated with these activities; changes in accounting principles generally accepted in the United States of America or changes in capital market conditions that could affect valuations of restaurant companies in general or the Company's goodwill in particular; increases in construction costs; changes in interest rates affecting the Company's financing costs; and other factors described from time to time in the Company's filings with the SEC, press releases, and other communications. -MORE-

CBRL Anounces Second-Quarter Results Page 7 February 17, 2005 CBRL GROUP, INC. CONSOLIDATED INCOME STATEMENT (Unaudited) (In thousands, except share amounts) Second Quarter Ended Six Months Ended --------------------------------------- ------------------------------------------ 1/28/05 1/30/04 Change 1/28/05 1/30/04 Change ---------- ----------- ------ ------------- ----------- ------ (As Restated) (As Restated) Total revenue $ 667,189 $ 612,801 9 % $ 1,279,842 $ 1,189,166 8% Cost of goods sold 236,389 213,527 11 436,231 399,427 9 ---------- ----------- ------------- ----------- Gross profit 430,800 399,274 8 843,611 789,739 7 Labor & other related expenses 232,749 219,007 6 458,938 433,310 6 Other store operating expenses 113,580 102,857 10 218,127 200,063 9 ---------- ----------- ------------ ----------- Store operating income 84,471 77,410 9 166,546 156,366 7 General and administrative 32,834 30,519 8 66,766 63,939 4 ---------- ----------- ------------ ----------- Operating income 51,637 46,891 10 99,780 92,427 8 Interest expense 2,200 2,068 6 4,295 4,291 - Interest income 96 5 1820 96 5 1820 ---------- ----------- ------------ ---------- Pretax income 49,533 44,828 10 95,581 88,141 8 Provision for income taxes 16,955 16,180 5 33,073 31,642 5 ---------- ----------- ------------ ----------- Net income $ 32,578 $ 28,648 14 $ 62,508 $ 56,499 11 ========== =========== ============ =========== Earnings per share Basic $ 0.68 $ 0.58 17 $ 1.29 $ 1.16 11 ========== =========== ============ =========== Diluted $ 0.63 $ 0.53 19 $ 1.20 $ 1.06 13 ========== =========== ============ =========== Weighted average shares: Basic 48,138,387 49,528,995 (3) 48,425,269 48,825,432 (1) Diluted 53,816,998 55,707,178 (3) 54,086,885 55,162,768 (2) Ratio Analysis - -------------- Net sales: Restaurant 75.6% 74.6% 78.0% 76.8% Retail 24.3 25.3 21.9 23.1 ---------- ----------- ------------ ----------- Total net sales 99.9 99.9 99.9 99.9 Franchise fees and royalties 0.1 0.1 0.1 0.1 ---------- ----------- ------------ ----------- Total revenue 100.0 100.0 100.0 100.0 Cost of goods sold 35.4 34.8 34.1 33.6 ---------- ----------- ------------ ----------- Gross profit 64.6 65.2 65.9 66.4 Labor & other related expenses 34.9 35.8 35.9 36.5 Other store operating expenses 17.0 16.8 17.0 16.8 --------- ----------- ------------ ----------- Store operating income 12.7 12.6 13.0 13.1 General and administrative 5.0 5.0 5.2 5.3 ---------- ----------- ------------ ----------- Operating income 7.7 7.6 7.8 7.8 Interest expense 0.3 0.3 0.3 0.4 Interest income -- -- -- -- ---------- ----------- ---------- ----------- Pretax income 7.4 7.3 7.5 7.4 Provision for income taxes 2.5 2.6 2.6 2.6 ---------- ----------- ------------ ----------- Net income 4.9% 4.7% 4.9% 4.8% ========== ========== ============ =========== -MORE-

CBRL Announces Second Quarter Results Page 8 February 17, 2005 CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited) (In thousands) 1/28/05 7/30/04 ------------ ------------ Assets (As Restated) Cash and cash equivalents $ 20,405 $ 28,775 Other current assets 164,068 174,265 Property and equipment, net 1,160,242 1,118,573 Goodwill 93,724 93,724 Other assets 25,591 20,367 ------------ ------------ Total assets $ 1,464,030 $ 1,435,704 ============ ============ Liabilities and Stockholders' Equity Current liabilities $ 267,581 $ 242,235 Long-term debt 187,901 185,138 Other long-term obligations 143,195 134,995 Stockholders' equity 865,353 873,336 ------------ ------------ Total liabilities and stockholders' equity $ 1,464,030 $ 1,435,704 ============ ============ CONSOLIDATED CONDENSED CASH FLOW STATEMENT (Unaudited) (In thousands) Six Months Ended ------------------------------ 1/28/05 1/30/04 ----------- ------------ (As Restated) Cash flow from operating activities: Net income $ 62,508 $ 56,499 Depreciation and amortization 33,627 30,929 Loss on disposition of property and equipment 1,227 972 Accretion on zero-coupon notes 2,763 2,676 Net changes in other assets and liabilities 37,282 (14,484) ----------- ----------- Net cash provided by operating activities 137,407 76,592 ----------- ----------- Cash flows from investing activities: Purchase of property and equipment (76,587) (63,899) Proceeds from sale of property and equipment 875 682 ----------- ----------- Net cash used in investing activities (75,712) (63,217) Cash flows from financing activities: Proceeds from issuance of long-term debt 226,700 130,000 Principal payments under long-term obligations (226,794) (137,049) Proceeds from exercise of stock options 28,456 43,768 Purchase and retirement of common stock (87,094) (18,299) Dividends on common stock (11,333) (5,373) Other -- (1) ----------- ----------- Net cash (used in) provided by financing activities (70,065) 13,046 ----------- ----------- Net (decrease) increase in cash and cash equivalents (8,370) 26,421 Cash and cash equivalents, beginning of period 28,775 14,389 ----------- ----------- Cash and cash equivalents, end of period $ 20,405 $ 40,810 =========== =========== -MORE-

CBRL Announces Second Quarter Results Page 9 February 17, 2005 CBRL GROUP, INC. Supplemental Information (Unaudited) As of As of As of 1/28/05 7/30/04 1/30/04 ------------ ----------- ----------- Common shares outstanding 47,878,834 48,769,368 49,767,422 ============ =========== =========== Units in operation: Cracker Barrel 514 504 488 Logan's Roadhouse - company-owned 118 107 103 ----------- ---------- ----------- Total company-owned units 632 611 591 Logan's Roadhouse - franchised 22 20 17 ----------- ---------- ----------- System-wide units 654 631 608 =========== ========== =========== Second Quarter Ended Six Months Ended Net sales in company-owned stores: 1/28/05 1/30/04 1/28/05 1/30/04 ------------- ------------- -------------- ------------- (In thousands) Cracker Barrel - restaurant $ 410,387 $ 378,880 $ 818,800 $ 762,191 Cracker Barrel- retail 162,341 155,313 280,252 274,752 Cracker Barrel - total ------------- ------------- -------------- ------------- 572,728 534,193 1,099,052 1,036,943 Logan's Roadhouse 93,869 78,139 179,669 151,348 ------------- ------------- -------------- ------------- Total net sales 666,597 612,332 1,278,721 1,188,291 Franchise fees and royalties 592 469 1,121 875 ------------- ------------- -------------- ------------- Total revenue $ 667,189 $ 612,801 $ 1,279,842 $ 1,189,166 ============= ============= ============== ============= Operating weeks - company-owned stores: Cracker Barrel 6,661 6,315 13,234 12,583 Logan's Roadhouse 1,516 1,315 2,955 2,596 Average comparable store sales - company-owned stores: (In thousands) Cracker Barrel - restaurant $ 804.1 $ 779.0 $ 1,617.8 $ 1,574.1 Cracker Barrel - retail 314.5 315.6 545.8 560.0 ------------- ------------- -------------- ------------- Cracker Barrel - total (472 and 466 units) $ 1,118.6 $ 1,094.6 $ 2,163.6 $ 2,134.1 ============= ============= ============== ============= Logan's Roadhouse (96 and 93 units) $ 793.7 $ 760.2 $ 1,561.9 $ 1,498.8 ============= ============= ============== ============= Capitalized interest $ 180 $ 164 $ 361 $ 288 ============= ============= ============== =============

CBRL Announces Second Quarter Results Page 10 February 17, 2005 Summary Effect of Estimated Restatement for Accounting for EITF 04-8 and Certain Leases (Unaudited) CBRL GROUP, INC. SELECTED INCOME STATEMENT DATA (In thousands, except share data) (Unaudited) FISCAL YEARS ENDING - ------------------------------------------------------------------------------------------------------------------------------------ Basic Diluted Diluted net weighted weighted Operating Income before Basic net income income per average average Total Revenue income* income taxes* Net income* per share* share** shares shares*** - ------------------------------------------------------------------------------------------------------------------------------------ July 30, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ As reported $ 2,380,947 $ 185,136 $ 176,697 $ 113,262 $ 2.32 $ 2.25 48,877,306 50,369,845 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 2,380,947 182,987 174,548 111,885 2.29 2.12 48,877,306 54,952,633 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ August 1, 2003 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 2,198,182 174,081 165,262 106,529 2.16 2.09 49,274,373 50,998,339 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 2,198,182 171,878 163,059 105,108 2.13 1.97 49,274,373 55,581,127 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ August 2, 2002 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 2,071,784 149,300 142,531 91,789 1.69 1.64 54,198,845 56,090,940 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 2,071,784 147,210 140,441 90,444 1.67 1.59 54,198,845 57,626,929 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ August 3, 2001 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 1,967,998 96,696 84,464 49,181 0.88 0.87 56,128,956 56,799,124 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 1,967,998 95,634 83,402 48,550 0.86 0.85 56,128,956 56,799,124 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ July 28, 2000 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 1,777,119 118,969 94,705 58,998 1.02 1.02 57,959,646 58,041,290 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 1,777,119 117,824 93,560 58,273 1.01 1.00 57,959,646 58,041,290 - ------------------------------------------------------------------------------------------------------------------------------------ * Reflects restatement effects of change in accounting for operating leases ** Reflects restatement effects of change in accounting for operating leases and adoption of EITF 04-8 *** Reflects restatement effects of adoption of EITF 04-8

CBRL Announces Second Quarter Results Page 11 February 17, 2005 CBRL GROUP, INC. SELECTED INCOME STATEMENT DATA (In thousands, except share data) (Unaudited) FISCAL QUARTERS ENDING - ------------------------------------------------------------------------------------------------------------------------------------ Basic net Diluted net Diluted Operating Income before income per income per Basic weighted weighted Total Revenue income* income taxes* Net income* share* share** average shares average shares *** - ------------------------------------------------------------------------------------------------------------------------------------ October 29, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ As reported $ 612,653 $ 48,672 $ 46,577 $ 30,275 $ 0.62 $ 0.61 48,712,161 49,773,983 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 612,653 48,143 46,048 29,930 0.61 0.57 48,712,161 54,356,771 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ July 30, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 607,499 48,823 46,677 29,919 0.61 0.60 48,730,740 49,800,652 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 607,499 48,280 46,134 29,571 0.61 0.56 48,730,740 54,383,440 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ April 30, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 584,282 42,852 40,845 26,182 0.53 0.52 49,127,619 50,518,767 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 584,282 42,280 40,273 25,815 0.53 0.49 49,127,619 55,101,555 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ January 30, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 612,801 47,444 45,381 29,001 0.59 0.57 49,528,995 51,124,390 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 612,801 46,891 44,828 28,648 0.58 0.53 49,528,995 55,707,178 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ October 31, 2003 - ------------------------------------------------------------------------------------------------------------------------------------ As reported 576,365 46,017 43,794 28,160 0.59 0.56 48,121,869 50,035,570 - ------------------------------------------------------------------------------------------------------------------------------------ Estimated restatement 576,365 45,536 43,313 27,851 0.58 0.53 48,121,869 54,618,358 - ------------------------------------------------------------------------------------------------------------------------------------ * Reflects restatement effects of change in accounting for operating leases ** Reflects restatement effects of change in accounting for operating leases and adoption of EITF 04-8 *** Reflects restatement effects of adoption of EITF 04-8

CBRL Announces Second Quarter Results Page 12 February 17, 2005 CBRL GROUP, INC. SELECTED BALANCE SHEET DATA (In thousands) (Unaudited) PERIODS ENDING - ------------------------------------------------------------------------------------------------------------------------------------ October 29, 2004 October 29, 2004 July 30, 2004 July 30, 2004 - ------------------------------------------------------------------------------------------------------------------------------------ (Estimated (Estimated (As reported) restatement) (As reported) restatement) - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS - ------------------------------------------------------------------------------------------------------------------------------------ Total current assets $ 225,129 $ 225,129 $ 203,040 $ 203,040 - ------------------------------------------------------------------------------------------------------------------------------------ Net property and equipment 1,139,503 1,139,503 1,118,573 1,118,573 - ------------------------------------------------------------------------------------------------------------------------------------ Total other assets * 117,496 118,338 113,249 114,091 - ------------------------------------------------------------------------------------------------------------------------------------ Total assets * $1,482,128 $1,482,970 $1,434,862 $1,435,704 - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------------------------------------------------------------------------------ Total current liabilities * $ 270,355 $ 265,624 $ 246,782 $ 242,235 - ------------------------------------------------------------------------------------------------------------------------------------ Long-term debt 206,520 206,520 185,138 185,138 - ------------------------------------------------------------------------------------------------------------------------------------ Other Liabilities * 127,711 140,540 122,695 134,995 - ------------------------------------------------------------------------------------------------------------------------------------ Total stockholders' equity * 877,542 870,286 880,247 873,336 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities and stockholders'$ 1,482,128 $ 1,482,970 $ 1,434,862 $ 1,435,704 equity * - ------------------------------------------------------------------------------------------------------------------------------------ * Reflects restatement effects of change in accounting for operating leases -END-