8-K

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):

October 23, 2008

THE CHEESECAKE FACTORY INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-20574	51-0340466
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26901 Malibu Hills Road

Calabasas Hills, California 91301

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(818) 871-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

In a press release dated October 23, 2008, The Cheesecake Factory Incorporated announced financial results for the Company’s third quarter of fiscal 2008, which ended on September 30, 2008.

The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

ITEM 8 – OTHER EVENTS

ITEM 8.01OTHER EVENTS

In a press release dated October 24, 2008, The Cheesecake Factory Incorporated announced the opening of its newest Cheesecake Factory restaurant at the Towson Town Center in Towson, Maryland, a suburb of Baltimore, on October 23, 2008. The restaurant contains approximately 10,700 square feet and 290 seats.

The full text of the press release is attached as Exhibit 99.2 to this report and is hereby incorporated by reference herein.

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits

99.1Press release dated October 23, 2008 entitled, “The Cheesecake Factory Reports Results for Third Quarter of Fiscal 2008”

99.2Press release dated October 24, 2008 entitled, “The Cheesecake Factory Opens in Towson, Maryland”

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SIGNATURES

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.

Date:   October 24, 2008	THE CHEESECAKE FACTORY INCORPORATED
	By:	/s/ CHERYL M. SLOMANN
		Cheryl M. Slomann
		Interim Chief Financial Officer and Vice  President,  Controller

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated October 23, 2008 entitled, “The Cheesecake Factory Reports Results for Third Quarter of Fiscal 2008”
99.2	Press release dated October 24, 2008 entitled, “The Cheesecake Factory Opens in Towson, Maryland”

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE	Contact: Jill Peters
	(818) 871-8342
	jpeters@thecheesecakefactory.com

THE CHEESECAKE FACTORY REPORTS RESULTS FOR

THIRD QUARTER OF FISCAL 2008

Calabasas Hills, CA – October 23, 2008 –The Cheesecake Factory Incorporated (NASDAQ: CAKE) today reported financial results for the third quarter of fiscal 2008, which ended on September 30, 2008.

Total revenues increased approximately 8% to $405.1 million in the third quarter of fiscal 2008 from $375.5 million in the prior year third quarter. Net income and diluted net income per share were $11.8 million and $0.19, respectively.

Operating Results

Comparable restaurant sales decreased approximately 4.8% in the third quarter of fiscal 2008 from the third quarter of the prior year, in-line with the Company’s previously announced expectations.

By concept, comparable restaurant sales decreased an estimated 4.7% and 5.1% at The Cheesecake Factory and Grand Lux Cafe, respectively, in the third quarter of fiscal 2008 from the third quarter of the prior year.

“Guest traffic remained stable during the third quarter relative to the second quarter despite a significantly more difficult period for most of the restaurant industry stemming from high viewership events taking place during the quarter—including the Olympics, political conventions and presidential debate—coupled with the hurricanes and the impact on consumer sentiment from developments in the global financial markets,” said David Overton, Chairman and CEO. “Our earnings were also pressured by spikes in commodity and utility costs, which have begun to moderate as food and energy costs come off of the highest levels we have seen this year.”

“With a strong balance sheet, significant amount of free cash flow and concepts that are both relevant and appealing to guests, we are well positioned to weather the challenging operating environment. We will continue to manage our business for the long-term, with a near-term focus on stimulating sales and controlling costs,” concluded Overton.

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100

Stock Repurchases

The Company repurchased approximately 4.3 million shares of its common stock during the third quarter of fiscal 2008 at a total cost of approximately $66 million, as part of its previously announced fiscal 2008 business plan, which included planned share repurchases of between $150 million and $200 million. The Company temporarily suspended its stock repurchase authorization and terminated its stock repurchase plan on October 16, 2008. In aggregate, the Company repurchased 9.6 million shares of its common stock at a total cost of approximately $172 million in fiscal 2008.

Targeted New Restaurant Openings

The Company anticipates opening two Cheesecake Factory restaurants in the fourth quarter of fiscal 2008, one of which opens today in Towson, Maryland. In total, the Company will open seven new restaurants in fiscal 2008, in-line with its expectations.

Conference Call and Webcast

A conference call to review the results for the third quarter of fiscal 2008 will be held on Thursday, October 23, 2008 at 2:00 p.m. Pacific Time. The conference call will be broadcast live over the Internet and a replay will be available shortly after the call and continue through November 22, 2008. To listen to the conference call, please go to the Company’s website at thecheesecakefactory.com at least 15 minutes prior to the start of the call to register and download any necessary audio software. Click on the “Investors” link on the home page, and select the link at the top of the page.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept and continues to define it today with the two highest productivity concepts in the industry. The Company operates 144 restaurants throughout the U.S. under The Cheesecake Factoryâ name with an extensive menu of more than 200 items and fiscal 2007 average annual unit sales of approximately $10.4 million. Grand Lux Cafeâ, the Company’s second concept, has 13 units in operation across the U.S. offering a broad menu of more than 150 items and average annual unit sales of approximately $12.7 million in fiscal 2007. The Company also operates one unit of its newest concept, RockSugar Pan Asian Kitchenä, and two bakery production facilities in Calabasas Hills, CA and Rocky Mount, NC that produce over 60 varieties of quality cheesecakes and other baked products. Additionally, the Company licenses two bakery cafe outlets to another foodservice operator under The Cheesecake Factory Bakery Cafeâ mark. For more information, please visit thecheesecakefactory.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this release are generally identified by words, such as “believes,” “anticipates,” “plans,” “expects,” “will,” and “would,” and similar expressions that are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Investors are

cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. In particular, forward-looking statements regarding the Company’s restaurant sales trends are subject to risks and uncertainties due to macro national and regional economic and credit market conditions, rising unemployment, public safety conditions, adverse weather and other factors outside of the Company’s control that impact consumer confidence and spending . Forward-looking statements regarding the number and timing of the Company’s planned new restaurant openings are subject to additional risks and uncertainties due to conditions discussed above and other factors outside of the Company’s control, including factors that are under the control of government agencies, landlords and others. Forward-looking statements speak only as of the dates on which they were made. The Company undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the Securities and Exchange Commission. These filings are available on a website maintained by the Securities and Exchange Commission at www.sec.gov.

The Cheesecake Factory Incorporated and Subsidiaries

Consolidated Financial Statements

(unaudited; in thousands, except per share and statistical data)

	13 Weeks Ended					13 Weeks Ended					39 Weeks Ended					39 Weeks Ended
	September 30, 2008					October 2, 2007					September 30, 2008					October 2, 2007
				Percent of					Percent of					Percent of					Percent of
Consolidated Statements of Operations	Amounts			Revenue		Amounts			Revenue		Amounts			Revenue		Amounts			Revenue
Revenues	$	405,116		100.0	%	$	375,536		100.0	%	$	1,206,053		100.0	%	$	1,105,286		100.0	%
Costs and expenses:
Cost of sales	104,177			25.7	%	92,849			24.7	%	309,456			25.7	%	274,692			24.9	%
Labor expenses	134,724			33.2	%	120,798			32.2	%	400,439			33.2	%	360,334			32.6	%
Other operating costs and expenses	103,664			25.6	%	89,551			23.9	%	295,805			24.5	%	259,544			23.5	%
General and administrative expenses	21,360			5.3	%	19,993			5.3	%	61,914			5.1	%	59,702			5.4	%
Depreciation and amortization expenses	18,055			4.5	%	15,844			4.2	%	54,509			4.5	%	46,867			4.2	%
Preopening costs	2,113			0.5	%	8,668			2.3	%	9,218			0.8	%	15,476			1.4	%
Total costs and expenses	384,093			94.8	%	347,703			92.6	%	1,131,341			93.8	%	1,016,615			92.0	%
Income from operations	21,023			5.2	%	27,833			7.4	%	74,712			6.2	%	88,671			8.0	%
Interest expense	(3,880		)	(1.0	)%	(2,988		)	(0.8	)%	(11,499		)	(1.0	)%	(7,093		)	(0.7	)%
Interest income	410			0.1	%	1,151			0.3	%	1,528			0.1	%	4,181			0.4	%
Other (expense)/income, net	(142		)	0.0	%	277			0.1	%	(256		)	0.0	%	816			0.1	%
Income before income taxes	17,411			4.3	%	26,273			7.0	%	64,485			5.3	%	86,575			7.8	%
Income tax provision	5,628			1.4	%	7,749			2.1	%	19,272			1.6	%	25,937			2.3	%
Net income	$	11,783		2.9	%	$	18,524		4.9	%	$	45,213		3.7	%	$	60,638		5.5	%
Basic net income per share	$	0.19				$	0.26				$	0.69				$	0.83
Basic weighted average shares outstanding	62,339					71,395					65,308					73,401
Diluted net income per share	$	0.19				$	0.26				$	0.69				$	0.81
Diluted weighted average shares outstanding	62,490					72,336					65,591					74,483
Selected Segment Information
Revenues:	$	390,849				$	362,435				$	1,162,137				$	1,064,797
Restaurants	27,457					26,096					81,276					76,536
Bakery	(13,190		)			(12,995		)			(37,360		)			(36,047		)
Intercompany bakery sales	$	405,116				$	375,536				$	1,206,053				$	1,105,286
Income from operations:
Restaurants	$	40,069				$	45,105				$	128,644				$	140,464
Bakery	2,744					3,897					8,790					11,700
Corporate	(21,790		)			(21,169		)			(62,722		)			(63,493		)
	$	21,023				$	27,833				$	74,712				$	88,671

Selected Consolidated Balance Sheet Information	September 30, 2008		January 1, 2008
Cash and cash equivalents	$	55,011	$	36,867
Investments and marketable securities	949		12,362
Total assets	1,092,876		1,145,753
Long-term debt	275,000		175,000
Total liabilities	634,451		582,827
Stockholders’ equity	458,425		562,926

	13 Weeks Ended		13 Weeks Ended		39 Weeks Ended		39 Weeks Ended
Supplemental Information	September 30, 2008		October 2, 2007		September 30, 2008		October 2, 2007
Comparable restaurant sales percentage change (1)	-4.8	%	1.2	%	-3.7	%	0.9	%
Restaurants opened during period	0		7		5		10
Restaurants open at period-end (2)	157		142		157		142
Restaurant operating weeks (2)	2,041		1,780		6,034		5,240

(1) Includes The Cheesecake Factory and Grand Lux Cafe

(2) Includes The Cheesecake Factory, Grand Lux Cafe and RockSugar Pan Asian Kitchen

###

EX-99.2

Exhibit 99.2

PRESS RELEASE

FOR IMMEDIATE RELEASE	Contact: Jill Peters
	(818) 871-8342
	jpeters@thecheesecakefactory.com

THE CHEESECAKE FACTORY OPENS

IN TOWSON, MARYLAND

Calabasas Hills, CA – October 24, 2008 –The Cheesecake Factory Incorporated (NASDAQ: CAKE) today announced the opening of its newest Cheesecake Factory restaurant at the Towson Town Center in Towson, Maryland, a suburb of Baltimore, on October 23, 2008.  The restaurant contains approximately 10,700 square feet and 290 seats.

About The Cheesecake Factory Incorporated

The Cheesecake Factory Incorporated created the upscale casual dining segment in 1978 with the introduction of its namesake concept and continues to define it today with the two highest productivity concepts in the industry.  The Company operates 144 restaurants throughout the U.S. under The Cheesecake Factoryâ name with an extensive menu of more than 200 items and fiscal 2007 average annual unit sales of approximately $10.4 million.  Grand Lux Cafeâ, the Company’s second concept, has 13 units in operation across the U.S. offering a broad menu of more than 150 items and average annual unit sales of approximately $12.7 million in fiscal 2007.  The Company also operates one unit of its newest concept, RockSugar Pan Asian Kitchenä, and two bakery production facilities in Calabasas Hills, CA and Rocky Mount, NC that produce over 60 varieties of quality cheesecakes and other baked products.  Additionally, the Company licenses two bakery cafe outlets to another foodservice operator under The Cheesecake Factory Bakery Cafeâ mark.  For more information, please visit thecheesecakefactory.com.

###

The Cheesecake Factory Incorporated

26901 Malibu Hills Road, Calabasas Hills, CA 91301 · Telephone (818) 871-3000 · Fax (818) 871-3100