UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


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

For the quarterly period ended ~~September 30, 2017~~

March 31, 2024

☐~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~


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

For the transition period from to

Commission File Number: 1-32731

CHIPOTLE MEXICAN GRILL, INC.

(Exact name of registrant as specified in its charter)


Delaware		84-1219301

~~Delaware~~	~~84-1219301~~
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

610 Newport Center Drive, Suite 1100 Newport Beach, CA		92660
~~1401 Wynkoop St., Suite 500 Denver, CO~~		~~80202~~
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: ~~(303) 595-4000~~(949) 524-4000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	CMG	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒x Yes ☐o No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). ☒x Yes ☐¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange ~~Act.~~

Act (check one):

Large accelerated filer

☒

oAccelerated filer

☐

oNon-accelerated filer

~~☐ (Do not check if a smaller reporting company)~~

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐¨ Yes ☒x No

As of ~~October 20, 2017,~~April 22, 2024, there were ~~28,232,923~~27,467 shares of the registrant’s common stock, par value of $0.01 per share outstanding.

Table of Contents

TABLE OF CONTENTS


	PART I
Item 1	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	~~PART I~~	1
~~Item 1.~~	Condensed Consolidated Statements of Income and Comprehensive Income	2
	Condensed Consolidated Statements of Shareholders’ Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	1 5
	Note 1 - Basis of Presentation and Update to Accounting Policies	5
	Note 2 - Recently Issued Accounting Standards	5
	Note 3 - Revenue Recognition	5
	Note 4 - Fair Value Measurements	6
	Note 5 – Equity Investments	8
	Note 6 - Shareholders' Equity	9
	Note 7 - Stock-Based Compensation	9
	Note 8 - Income Taxes	10
	Note 9 - Leases	10
	Note 10 - Earnings Per Share	11
	Note 11 - Commitments and Contingencies	11
	Note 12 - Debt	12
	Note 13 - Related Party Transactions	12
Item 2. 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10 13
Item 3. 3	Quantitative and Qualitative Disclosures About Market Risk	14 19
Item 4. 4	Controls and Procedures	15 19
	PART II
Item 1. 1	Legal Proceedings	15 19
Item ~~1A.~~ 1A	Risk Factors	15 20
Item 2. 2	Unregistered Sales of Equity Securities and Use of Proceeds	16 20
Item 3. 3	Defaults ~~Upon~~upon Senior Securities	16 20
Item 4. 4	Mine Safety Disclosures	16 20
Item 5. 5	Other Information	16 20
Item 6. 6	Exhibits	17 21
	Signatures	18 22

Table of Contents

PART I

ITEM 1.FINANCIAL STATEMENTS

~~Chipotle Mexican Grill, Inc.~~

~~Condensed Consolidated Balance Sheet~~

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)



	September 30,		December 31,
	2017		2016
	(unaudited)
	March 31, 2024					March 31, 2024	December 31, 2023
	(unaudited)					(unaudited)
Assets
Current assets:
Current assets:
Current assets:
Cash and cash equivalents	$	113,480	$	87,880
Accounts receivable, net of allowance for doubtful accounts of $39 and $259 as of September 30, 2017 and December 31, 2016, respectively		23,870		40,451
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, net
Inventory		21,634		15,019
Prepaid expenses and other current assets		49,089		44,080
Income tax receivable		12,986		5,108
Investments		434,877		329,836
Total current assets		655,936		522,374
Leasehold improvements, property and equipment, net		1,331,786		1,303,558
Long term investments		-		125,055
Long-term investments
Restricted cash
Operating lease assets
Other assets		54,716		53,177
Goodwill		21,939		21,939
Total assets	$	2,064,377	$	2,026,103
Liabilities and shareholders' equity
Current liabilities:
Current liabilities:
Current liabilities:
Accounts payable
Accounts payable
Accounts payable	$	86,705	$	78,363
Accrued payroll and benefits		108,120		76,301
Accrued liabilities		128,577		127,129
Unearned revenue
Current operating lease liabilities
Income tax payable
Total current liabilities		323,402		281,793
Deferred rent		309,446		288,927
Deferred income tax liability		7,577		18,944
Commitments and contingencies (Note 11)					Commitments and contingencies (Note 11)
Long-term operating lease liabilities
Deferred income tax liabilities
Other liabilities		36,826		33,946
Total liabilities		677,251		623,610
Shareholders' equity:
Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of September 30, 2017 and December 31, 2016, respectively		-		-
Common stock $0.01 par value, 230,000 shares authorized, and 35,851 and 35,833 shares issued as of September 30, 2017 and December 31, 2016, respectively		359		358
Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of March 31, 2024 and December 31, 2023, respectively
Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of March 31, 2024 and December 31, 2023, respectively
Preferred stock, $0.01 par value, 600,000 shares authorized, no shares issued as of March 31, 2024 and December 31, 2023, respectively
Common stock, $0.01 par value, 230,000 shares authorized, 37,563 and 37,483 shares issued as of March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital		1,294,315		1,238,875
Treasury stock, at cost, 7,564 and 7,019 common shares at September 30, 2017 and December 31, 2016, respectively		(2,257,174)		(2,049,389)
Accumulated other comprehensive income (loss)		(3,645)		(8,162)
Treasury stock, at cost, 10,096 and 10,057 common shares as of March 31, 2024 and December 31, 2023, respectively
Accumulated other comprehensive loss
Retained earnings		2,353,271		2,220,811
Total shareholders' equity		1,387,126		1,402,493
Total liabilities and shareholders' equity	$	2,064,377	$	2,026,103

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Chipotle Mexican Grill, Inc.~~

~~Condensed Consolidated Statement of Income~~

~~(unaudited)~~

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Revenue
$
1,128,074

$
1,036,982

$
3,366,312

$
2,869,824
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):

Food, beverage and packaging

394,567

363,900

1,155,514

999,968
Labor

306,862

286,144

900,564

820,751
Occupancy

83,199

74,201

242,482

217,147
Other operating costs

162,312

166,045

476,606

473,390
General and administrative expenses

99,182

78,405

238,698

211,171
Depreciation and amortization

41,546

37,434

121,906

108,296
Pre-opening costs

2,792

4,490

9,764

13,044
Loss on disposal and impairment of assets

6,747

16,637

10,013

22,040
Total operating expenses

1,097,207

1,027,256

3,155,547

2,865,807
Income from operations

30,867

9,726

210,765

4,017
Interest and other income, net

1,275

672

3,512

3,584
Income before income taxes

32,142

10,398

214,277

7,601
Provision for income taxes

(12,532)

(2,599)

(81,817)

(638)
Net income
$
19,610

$
7,799

$
132,460

$
6,963
Earnings per share:

Basic
$
0.69

$
0.27

$
4.63

$
0.24
Diluted
$
0.69

$
0.27

$
4.62

$
0.23
Weighted average common shares outstanding:

Basic

28,415

29,063

28,604

29,387
Diluted

28,439

29,171

28,696

29,792
(unaudited)

~~Condensed Consolidated Statement of Comprehensive Income~~

~~(unaudited)~~

~~(in thousands)~~

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Net income
$
19,610

$
7,799

$
132,460

$
6,963
Other comprehensive income (loss), net of income taxes:

Foreign currency translation adjustments

1,778

(203)

4,589

961
Unrealized gain (loss) on available-for-sale securities

272

(882)

(99)

3,051
Tax benefit (expense)

(104)

346

27

(1,185)
Other comprehensive income (loss), net of income taxes

1,946

(739)

4,517

2,827
Comprehensive income
$
21,556

$
7,060

$
136,977

$
9,790


	Three months ended March 31,
	2024		2023
Food and beverage revenue	$	2,684,447	$	2,351,009
Delivery service revenue	17,401		17,571
Total revenue	2,701,848		2,368,580
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Food, beverage and packaging	779,076		692,559
Labor	659,450		583,794
Occupancy	135,699		121,931
Other operating costs	385,773		363,206
General and administrative expenses	204,625		148,340
Depreciation and amortization	83,243		76,585
Pre-opening costs	7,211		6,198
Impairment, closure costs, and asset disposals	5,479		8,361
Total operating expenses	2,260,556		2,000,974
Income from operations	441,292		367,606
Interest and other income, net	19,364		8,949
Income before income taxes	460,656		376,555
Provision for income taxes	101,369		84,911
Net income	$	359,287	$	291,644
Earnings per share:
Basic	$	13.09	$	10.56
Diluted	$	13.01	$	10.50
Weighted-average common shares outstanding:
Basic	27,444		27,624
Diluted	27,624		27,788
Other comprehensive income/(loss), net of income taxes:
Foreign currency translation adjustments	$	(1,293)	$	457
Comprehensive income	$	357,994	$	292,101

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Chipotle Mexican Grill, Inc.~~

~~Condensed Consolidated Statement of Cash Flows~~

~~(unaudited)~~

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

Nine months ended September 30,

2017

2016
Operating activities

Net income
$
132,460

$
6,963
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

121,906

108,296
Deferred income tax (benefit) provision

(11,323)

380
Loss on disposal and impairment of assets

10,013

22,040
Bad debt allowance

181

99
Stock-based compensation expense

54,596

48,389
Excess tax benefit on stock-based compensation

-

(1,888)
Other

(126)

(224)
Changes in operating assets and liabilities:

Accounts receivable

16,477

16,084
Inventory

(7,023)

(3,442)
Prepaid expenses and other current assets

(4,890)

(5,362)
Other assets

(1,382)

1,509
Accounts payable

14,771

(11,938)
Accrued liabilities

35,514

36,245
Income tax payable/receivable

(7,810)

36,026
Deferred rent

22,410

27,319
Other long-term liabilities

3,060

576
Net cash provided by operating activities

378,834

281,072
Investing activities

Purchases of leasehold improvements, property and equipment

(165,506)

(192,252)
Purchases of investments

(120,084)

-
Maturities of investments

140,000

45,000
Proceeds from sale of investments

-

540,648
Net cash provided by (used in) investing activities

(145,590)

393,396
Financing activities

Acquisition of treasury stock

(209,585)

(771,354)
Excess tax benefit on stock-based compensation

-

1,888
Stock plan transactions and other financing activities

10

23
Net cash used in financing activities

(209,575)

(769,443)
Effect of exchange rate changes on cash and cash equivalents

1,931

1,098
Net change in cash and cash equivalents

25,600

(93,877)
Cash and cash equivalents at beginning of period

87,880

248,005
Cash and cash equivalents at end of period
$
113,480

$
154,128
(unaudited)


	Common Stock					Treasury Stock
	Shares	Amount		Additional Paid-In Capital		Shares	Amount		Retained Earnings		Accumulated Other Comprehensive Loss		Total
Balance, December 31, 2022	37,320	$	373	$	1,829,304	9,693	$	(4,282,014)	$	4,828,248	$	(7,888)	$	2,368,023
Stock-based compensation	-	-		20,670		-	-		-		-		20,670
Stock plan transactions and other	99	1		(291)		-	-		-		-		(290)
Acquisition of treasury stock	-	-		-		125	(198,819)		-		-		(198,819)
Net income	-	-		-		-	-		291,644		-		291,644
Other comprehensive income/(loss), net of income taxes	-	-		-		-	-		-		457		457
Balance, March 31, 2023	37,419	$	374	$	1,849,683	9,818	$	(4,480,833)	$	5,119,892	$	(7,431)	$	2,481,685













Balance, December 31, 2023	37,483	$	375	$	1,956,160	10,057	$	(4,944,656)	$	6,056,985	$	(6,657)	$	3,062,207
Stock-based compensation	-	-		36,681		-	-		-		-		36,681
Stock plan transactions and other	80	1		2,109		-	-		-		-		2,110
Acquisition of treasury stock	-	-		-		39	(97,663)		-		-		(97,663)
Net income	-	-		-		-	-		359,287		-		359,287
Other comprehensive income/(loss), net of income taxes	-	-		-		-	-		-		(1,293)		(1,293)
Balance, March 31, 2024	37,563	$	376	$	1,994,950	10,096	$	(5,042,319)	$	6,416,272	$	(7,950)	$	3,361,329

See accompanying notes to condensed consolidated financial statements.

Table of Contents

~~Chipotle Mexican Grill, Inc.~~

~~Notes~~

CHIPOTLE MEXICAN GRILL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three months ended March 31,
	2024		2023
Operating activities
Net income	$	359,287	$	291,644
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	83,243		76,585
Deferred income tax provision	(4,890)		(486)
Impairment, closure costs, and asset disposals	4,209		8,152
Provision for credit losses	(412)		500
Stock-based compensation expense	36,003		20,084
Other	835		(2,810)
Changes in operating assets and liabilities:
Accounts receivable	26,146		39,659
Inventory	1,331		1,086
Prepaid expenses and other current assets	16,291		(14,569)
Operating lease assets	64,797		59,135
Other assets	1,561		3,277
Accounts payable	12,588		(2,732)
Accrued payroll and benefits	(85,289)		(53,428)
Accrued liabilities	25,322		17,009
Unearned revenue	(19,358)		(22,653)
Income tax payable/receivable	97,960		85,400
Operating lease liabilities	(51,537)		(51,584)
Other long-term liabilities	1,147		767
Net cash provided by operating activities	569,234		455,036
Investing activities
Purchases of leasehold improvements, property and equipment	(132,703)		(120,369)
Purchases of investments	(366,798)		(214,819)
Maturities of investments	198,462		99,639
Net cash used in investing activities	(301,039)		(235,549)
Financing activities
Acquisition of treasury stock	(27,005)		(126,709)
Tax withholding on stock-based compensation awards	(72,654)		(67,185)
Other financing activities	(415)		11
Net cash used in financing activities	(100,074)		(193,883)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(752)		290
Net change in cash, cash equivalents, and restricted cash	167,369		25,894
Cash, cash equivalents, and restricted cash at beginning of period	586,163		408,966
Cash, cash equivalents, and restricted cash at end of period	$	753,532	$	434,860
Supplemental disclosures of cash flow information
Income taxes paid (refunded)	$	7,859	$	(245)
Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities	$	64,207	$	63,745
Acquisition of treasury stock accrued in accounts payable and accrued liabilities	$	3,646	$	9,422

See accompanying notes to ~~Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~(dollar~~condensed consolidated financial statements.

Table of Contents

CHIPOTLE MEXICAN GRILL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollar and share amounts in thousands, unless otherwise specified)

(unaudited)

1. Basis of Presentation

and Update to Accounting Policies

In this quarterly report on Form 10-Q, Chipotle Mexican Grill, Inc., a Delaware corporation, together with its subsidiaries, is collectively referred to as “Chipotle,” “we,” “us,” or “our.”

We develop and operate restaurants that serve a ~~focused~~relevant menu of burritos, ~~tacos,~~ burrito bowls, quesadillas, tacos, and salads, made using fresh, high-quality ingredients. As of ~~September 30, 2017,~~March 31, 2024, we operated ~~2,330~~3,479 restaurants including 3,411 Chipotle restaurants ~~throughout~~within the United States ~~as well as 36~~and 68 international Chipotle ~~restaurants and 8 non-Chipotle~~ restaurants. We ~~managed~~manage our U.S. operations based on 11nine regions ~~during the third quarter of 2017~~ and ~~have aggregated~~aggregate our operations to one reportable segment.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. Interim results of operations are not necessarily indicative of the results that may be achieved for the full year. The financial statements and related notes do not include all information and footnotes required by U.S. generally accepted accounting principles for annual reports. This quarterly report should be read in conjunction with the consolidated financial statements, footnotes and management’s discussion and analysis included in our annual report on Form 10-K for the year ended December 31, ~~2016.~~

2023.

2. ~~Recent Accounting Standards~~

Recently Issued Accounting Standards

In ~~February 2016,~~November 2023, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”) 2016-02, “Leases~~ASU No. 2023-07, “Segment Reporting (Topic ~~842).~~280): Improvements to Reportable Segment Disclosure.” The ~~pronouncement requires lessees to recognize a liability for lease obligations, which represent the discounted obligation to make future minimum lease payments,~~ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and ~~a corresponding right-of-use asset on the balance sheet. The guidance requires disclosure of key~~ information ~~about leasing arrangements which are intended to give financial statement users the ability~~used to assess ~~the amount, timing, and potential uncertainty of cash flows related to leases. We expect to adopt the requirements of the new lease standard~~segment performance. The ASU is effective ~~January 1, 2019, using a modified retrospective~~for fiscal years beginning after December 15, 2023, with early adoption ~~method.~~ permitted. We are currently evaluating the ~~provisions~~impact of the new lease standard, including optional practical expedients, and assessing our existing lease portfolio in order to determine the impact to our accounting systems, processes and internal control over financial reporting. ~~The adoption of~~adopting this ASU ~~2016-02 will have a significant impact~~ on our consolidated balance sheet because we will record material assets and obligations for current operating leases. We are still assessing the expected impact on our consolidated statements of income and cash flows.

disclosures.

In ~~May 2014,~~December 2023, the FASB issued ASU No. ~~2014-09, “Revenue from Contracts with Customers~~2023-09, “Income Taxes (Topic ~~606),~~740): Improvements to Income Tax Disclosures.” ~~as amended~~The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by ~~multiple standards updates. This~~jurisdiction. The guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, this guidance will require us to enhance our disclosures, including disclosing performance obligations to customers arising from gift cards and certain promotional activity. The pronouncement is effective for ~~reporting periods~~fiscal years beginning after December 15, ~~2017. The~~2024, with early adoption ~~is not expected to have an~~permitted, and should be applied either prospectively or retrospectively. We are currently evaluating the impact of adopting this ASU on our ~~consolidated financial position or results of operations.~~

disclosures.

We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact onto the condensed consolidated financial statements.

~~Recently Adopted Accounting Standards~~

3. Revenue Recognition

Gift Cards

We sell gift cards, which do not have expiration dates, and we do not deduct non-usage fees from outstanding gift card balances. Gift card balances are initially recorded as unearned revenue. We recognize revenue from gift cards when the gift card is redeemed by the customer. Historically, the majority of gift cards are redeemed within one year. In ~~March 2016,~~addition, a portion of gift cards are not expected to be redeemed and will be recognized as breakage over time in proportion to gift card redemptions (“gift card breakage rate”). The gift card breakage rate is based on company and program specific information, including historical redemption patterns, and expected remittance to government agencies under unclaimed property laws, if applicable.We evaluate our gift card breakage rate estimate annually, or more frequently as circumstances warrant, and apply that rate to gift card redemptions. Gift card liability balances are typically highest at the ~~FASB issued ASU 2016-09, “Compensation-Stock Compensation (Topic 718).”~~ end of each calendar year following increased gift card sales during the holiday season; accordingly, revenue recognized from gift card liability balances is highest in the first quarter of each calendar year.

The pronouncement was issued to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classificationgift card liability included in unearned revenue on the condensed consolidated ~~statement~~balance sheets was as follows:


	March 31, 2024		December 31, 2023
Gift card liability	$	139,993	$	164,930

Table of ~~cash flows.~~

Contents

Revenue recognized from the redemption of gift cards that was included in unearned revenue at the beginning of the year was as follows:


	Three months ended March 31,
	2024		2023
Revenue recognized from gift card liability balance at the beginning of the year	$	44,812	$	38,878

Chipotle Rewards

We ~~adopted ASU 2016-09~~have a loyalty program called Chipotle Rewards. Customers who enroll in the program generally earn points for every dollar spent. We may also periodically offer promotions, which typically provide the customer with the opportunity to earn bonus points or other rewards. Customers may redeem earned points for various rewards, which are primarily comprised of free food and beverage items. Earned rewards generally expire one month to two months after they are issued, and points generally expire if an account is inactive for a period of six months.

We defer revenue associated with the estimated selling price of points or rewards earned by customers as each point or reward is earned, net of points or rewards we do not expect to be redeemed. The estimated selling price of each point or reward earned is based on ~~January 1, 2017, prospectively (prior periods have not been restated).~~the estimated value of the product for which the reward is expected to be redeemed. Our estimate of points and rewards we expect to be redeemed is based on historical and other company specific data. The ~~primary impact~~costs associated with rewards redeemed are primarily included in food, beverage, and packaging on our condensed consolidated statements of ~~adoption was the recognition during the three months ended September 30, 2017, of a $77 tax deficiency, which increases our provision for~~ income ~~taxes~~ and ~~for the nine months ended September 30, 2017, an excess tax benefit of $587, which reduces our provision for income taxes~~comprehensive income. We evaluate Chipotle Rewards point breakage annually, or more frequently as circumstances warrant.

We recognize revenue associated with Chipotle Rewards within food and ~~the classification of these excess tax benefits in operating activities in~~beverage revenue on the condensed consolidated ~~statement~~statements of ~~cash flows instead of financing activities.~~

income and comprehensive income when a customer redeems an earned reward. Deferred revenue associated with Chipotle Rewards is included in unearned revenue on our condensed consolidated balance sheets.

~~Table of Contents~~

~~The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented~~Changes in our Chipotle Rewards liability included in unearned revenue on the condensed consolidated statement of cash flows, since such cash flows have historically been presented in financing activities. We also elected to continue estimating forfeitures when determining the amount of stock-based compensation costs to be recognized in each period. No other provisions of ASU 2016-09 had a material impact on our financial statements or disclosures.

3.balance sheets were as follows:


	Three months ended March 31,
	2024		2023
Chipotle Rewards liability, beginning balance	$	44,750	$	38,057
Revenue deferred	39,005		31,057
Revenue recognized	(36,431)		(29,900)
Chipotle Rewards liability, ending balance	$	47,324	$	39,214

4. Fair Value ~~of Financial Instruments~~

Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The carryingvalue of our cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value because of their short-term nature. ~~Investments~~

Our held-to-maturity investments are ~~carried~~comprised of U.S. Treasury securities and corporate debt securities, which are held at amortized cost. We also have investments in convertible notes receivable which are held at fair-value. Additionally, we maintain a deferred compensation plan with related assets held in a rabbi trust.

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The following tables show our cash, cash equivalents, and debt investments by significant investment category as of March 31, 2024 and December 31, 2023:


	March 31, 2024
	Adjusted cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Current Investments		Long-term Investments
Cash	$	158,314	$	-	$	-	$	158,314	$	158,314	$	-	$	-
Level 1(1)
Money market funds	492,228		-		-		492,228		492,228		-		-
Time deposits	76,852		-		-		76,852		76,852		-		-
U.S. Treasury securities	1,357,606		639		4,041		1,354,204		-		691,274		666,332
Corporate debt securities	34,469		-		168		34,301		-		-		34,469
Subtotal	1,961,155		639		4,209		1,957,585		569,080		691,274		700,801
Level 3
Corporate debt security(2)	17,201		275		-		17,476		-		1,200		16,001
Notes receivable(3)	12,001		1,289		141		13,149		-		-		13,149
Subtotal	29,202		1,564		141		30,625		-		1,200		29,150
Total	$	2,148,671	$	2,203	$	4,350	$	2,146,524	$	727,394	$	692,474	$	729,951

	December 31, 2023
	Adjusted cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and Cash Equivalents		Current Investments		Long-term Investments
Cash	$	128,458	$	-	$	-	$	128,458	$	128,458	$	-	$	-
Level 1(1)
Money market funds	355,872		-		-		355,872		355,872		-		-
Time deposits	76,279		-		-		76,279		76,279		-		-
U.S. Treasury securities	1,200,658		4,352		4,083		1,200,927		-		731,339		469,319
Corporate debt securities	19,755		13		7		19,761		-		-		19,755
Subtotal	1,652,564		4,365		4,090		1,652,839		432,151		731,339		489,074
Level 3
Corporate debt security(2)	17,401		-		27		17,374		-		999		16,402
Notes receivable(3)	14,500		1,289		141		15,648		-		2,500		13,148
Subtotal	31,901		1,289		168		33,022		-		3,499		29,550
Total	$	1,812,923	$	5,654	$	4,258	$	1,814,319	$	560,609	$	734,838	$	518,624

(1)Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

(2)The fair value ~~and are classified as available-for-sale. Investments consist~~ of ~~U.S. treasury notes with maturities up to approximately one year. Fair value of investments~~the corporate debt security is measured using Level ~~1 inputs (quoted prices for identical assets in active markets).~~

~~The following is a summary of available-for-sale securities:~~

September 30,

December 31,

2017

2016
Amortized cost
$
435,193

$
455,109
Unrealized gains (losses)

(316)

(218)
Fair market value
$
434,877

$
454,891

~~The following is a summary of unrealized gains (losses) on available-for-sale securities recorded in other comprehensive income (loss) in~~3 (unobservable) inputs. We determined the ~~condensed consolidated statement of comprehensive income:~~

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Unrealized gains (losses) on available-for-sale securities
$
272

$
(882)

$
(99)

$
3,051
Unrealized gains (losses) on available-for-sale securities, net of tax
$
168

$
(536)

$
(72)

$
1,866

~~Realized gains and losses on available-for-sale securities are recorded in interest and other income, net on the condensed consolidated statement of income. We had no realized gains or losses~~fair value for the ~~three~~corporate debt security using an internally-developed valuation model and ~~nine months ended September 30, 2017,~~unobservable inputs include credit and ~~we had $0~~liquidity spreads and ~~$547~~effective maturity.

Table of ~~realized gains on available-for-sale securities~~Contents

(3)We have elected to measure our investment in convertible notes receivable of private companies at fair value under the fair value option. The fair value of the notes receivable are measured using Level 3 (unobservable) inputs. We determined the fair value for the ~~three~~notes receivable using an internally-developed valuation model and ~~nine months ended September 30, 2016.~~

unobservable inputs include estimates of the equity value of the underlying business and the timing and probability of future financing events.

Rabbi Trust

We ~~also maintain~~have elected to fund certain deferred compensation plan obligations through a rabbi trust, the assets of which are designated as trading securities. The rabbi trust is subject to ~~fund obligations under a deferred compensation plan.~~creditor claims in the event of insolvency, but the assets held in the rabbi trust are not available for general corporate purposes. Amounts in the rabbi trust are invested in mutual funds, consistent with the investment choices selected by participants in their Deferred Plan accounts, which are designated as trading securities, ~~and~~ carried at fair value and are included in other assets inon the condensed consolidated balance sheet. Fair value of mutual funds is measured using Level 1 inputs. The fair value of the investments in the rabbi trust was $19,157 and $17,843 as of September 30, 2017, and December 31, 2016, respectively.sheets. We record trading gains and losses, ~~in general and administrative expenses in the condensed consolidated statement of income,~~ along with the offsetting amount related to the increase or decrease in deferred compensation to reflect our exposure to liabilities for payment under the deferred ~~plan.~~

plan in general and administrative expenses on the condensed consolidated statements of income and comprehensive income.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Assets recognized or disclosed at fair value on the condensed consolidated financial statements on a nonrecurring basis include items such as leasehold improvements, property and equipment, certain long-term investments, operating lease assets, other assets, and goodwill. These assets are measured at fair value whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or if there has been an observable price change of a non-marketable equity security.

During the three months ended March 31, 2024 and 2023, nonrecurring fair value measurements resulting in asset impairments were not material.

5. Equity Investments

The following table ~~sets forth unrealized gains (losses) on trading securities held in~~summarizes our equity investments as of March 31, 2024, and December 31, 2023:


	March 31, 2024		December 31, 2023
Equity method investments	$	8,376	$	8,896
Other investments	46,864		45,864
Total	$	55,240	$	54,760

Equity Method Investments

As of March 31, 2024, we owned 4,325 shares of common stock of Tractor Beverages, Inc. (“Tractor”). Our investment represents ownership of approximately 10.2% of Tractor, and we have invested total cash consideration of $10,000. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the ~~rabbi trust:~~

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Unrealized gains (losses) on trading securities held in rabbi trust
$
335

$
391

$
1,157

$
677

~~4. Impairment of Long-Lived Assets~~

~~During~~equity method. There were no impairment charges for the three ~~and nine~~ months ended September 30, 2017, we recognized non-cash impairment charges of $2,427 and $4,441 ($1,475 and $2,699 net of tax, respectively), representing substantially all of the value of the long-lived assets of a small number of underperforming Chipotle restaurants,March 31, 2024 or 2023, associated with this equity method investment. The investment in ~~loss on disposal and impairment of~~common stock is included within other assets on the condensed consolidated ~~statement of income ($0.05 and $0.09 per basic and diluted earnings per share). The fair~~balance sheets with a carrying value of ~~the impaired restaurants was determined using Level 3 inputs (unobservable inputs) based on a discounted cash flow method.~~

~~Table~~$8,376 and $8,896 as of ~~Contents~~March 31, 2024 and December 31, 2023, respectively. Refer to Note 13. “Related Party Transactions”

for related party disclosures.

~~5. Shareholders’ Equity~~

~~Through September 30, 2017,~~

Other Investments

As of March 31, 2024, we ~~had announced authorizations by our Board of Directors of repurchases of~~hold warrants (the “Tractor Warrants”) to purchase 2,162 shares of common stock ~~which in~~of Tractor. Tractor is a privately held company, and as such, the ~~aggregate authorized expenditures~~Tractor Warrants represent non-marketable equity securities. The investment is included within long-term investments on the condensed consolidated balance sheets with a carrying value of ~~up to $2.3 billion. On October 24, 2017,~~$8,675 as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024, we ~~announced that our Board of Directors authorized the expenditure of an additional $100,000 to repurchase~~owned 766 shares of the Series C Preferred Stock of Nuro, Inc. (“Nuro”). Our investment represents a minority interest and we have determined that we do not have significant influence over Nuro. Nuro is a privately held company, and as such, the preferred shares comprising our investment are illiquid and fair value is not readily determinable. As of March 31, 2024, we have recognized a cumulative gain of $5,968 related to our investment in Nuro due to observable transactions in prior periods. The investment is included within long-term investments on the condensed consolidated balance sheets with a carrying value of $15,968 as of March 31, 2024 and December 31, 2023, respectively.

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As of March 31, 2024, we held additional investments in other entities through the Cultivate Next Fund. These additional investments are included within long-term investments on the condensed consolidated balance sheets with a carrying value of $22,221 and $21,221 as of March 31, 2024 and December 31, 2023, respectively.

6. Shareholders’ Equity

We have had a stock repurchase program in place since 2008. As of March 31, 2024, we had $399,098 authorized for repurchasing shares of our common stock. ~~Under the remaining repurchase authorizations, shares may be purchased from time to time in open market transactions, subject to market conditions.~~

~~During the nine months ended September 30, 2017,~~Shares we repurchased 545 shares of common stock under authorized programs, for a total cost of $207,159. The cumulative shares repurchased under authorized programs as of September 30, 2017, were 7,408 for a total cost of $2,204,968. As of September 30, 2017, $95,425 was available to repurchase shares under the announced repurchase authorizations.~~Shares~~ repurchased are being held in treasury stock until ~~such time as~~ they are reissued or retired at the discretion of ~~the~~our Board of Directors.

~~6. Stock-based Compensation~~

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2024, 28 shares of common stock at a total cost of $72,654 were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. During the three months ended March 31, 2023, 40 shares of common stock at a total cost of $67,185 were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. Shares surrendered by the participants in accordance with the applicable award agreements and plan are deemed repurchased by us but are not part of publicly announced share repurchase programs.

7. Stock-Based Compensation

Pursuant to the 2022 Stock Incentive Plan, we ~~granted stock only~~grant stock-only stock appreciation rights ~~(“SOSARs”~~("SOSARs") on 304 shares of our common stock to eligible employees. The weighted average grant date fair value of the SOSARs was $105.97 per share with a weighted average exercise price of $426.70 per share based on the closing price of common stock on the date of grant. The SOSARs vest in two equal installments on the second and third anniversary of the grant date. During the nine months ended September 30, 2017, 32 SOSARs were exercised and 124 SOSARs were forfeited.

~~During the nine months ended September 30, 2017, we granted~~, restricted stock units ~~(“RSUs”~~("RSUs"), and performance stock units ("PSUs") ~~on 89 shares of our common stock~~ to ~~eligible employees. The weighted average grant date fair value of the RSUs was $427.30 per share. The~~employees and non-employee directors. SOSARs and RSUs generally vest in two equal installments on the second and third anniversary of the grant date.

~~During the first quarter of 2017, we awarded 36 performance shares (“PSUs”) that~~ PSUs are subject to service, market and performance vesting conditions. Two-thirds of the PSUs had a grant date fair value of $485.53 per share and vest based on the price of our common stock reaching certain targets for a consecutive number of days during the three-year period starting on the grant dateconditions, and the quantity of shares that ~~will~~ vest range from 0% to 350% of the targeted number of shares. The remaining one-third of PSUs had a grant date fair value of $427.61 and vest based on reaching certain comparable restaurant sales increases during the three-year period starting on January 1, 2017, and the quantity of shares that will ~~vest~~ range from 0% to 300% of the targeted number of shares. If

Total stock-based compensation expense was as follows:


	Three months ended March 31,
	2024		2023
Stock-based compensation	$	36,681	$	20,670
Stock-based compensation, net of income taxes	$	31,286	$	16,696
Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets	$	678	$	586
Excess tax benefit on stock-based compensation recognized in provision for income taxes on the condensed consolidated statements of income and comprehensive income	$	13,255	$	10,162

SOSARs

A summary of SOSAR award activity was as follows (in thousands, except per share data):


	Shares	Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding, January 1, 2024	295	$	1,302.60		$	290,156
Granted	46	2,638.35
Exercised	(34)	1,102.31
Forfeited	(3)	1,662.64
Outstanding, March 31, 2024	304	1,526.40		4.65	419,723
Exercisable, March 31, 2024	142	1,090.16		3.21	257,430
Vested and expected to vest, March 31, 2024	287	1,500.90		4.57	403,335

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RSUs

A summary of RSU award activity was as follows (in thousands, except per share data):


	Shares	Weighted-Average Grant Date Fair Value per Share
Outstanding, January 1, 2024	60	$	1,604.25
Granted	23	2,638.35
Vested	(17)	1,538.11
Forfeited	(2)	1,743.95
Outstanding, March 31, 2024	64	1,984.14
Vested and expected to vest, March 31, 2024	52	1,961.14

PSUs

A summary of PSU award activity was as follows (in thousands, except per share data):


	Shares	Weighted-Average Grant Date Fair Value per Share
Outstanding, January 1, 2024	56	$	1,562.14
Granted	17	2,638.35
Vested	(15)	1,479.55
Forfeited	(1)	1,594.08
Outstanding, March 31, 2024	57	1,906.32
Vested and expected to vest, March 31, 2024*	89	1,783.72

*The vested and expected to vest total above represents outstanding base PSUs, adjusted for expected payout amounts in line with current and future estimated performance levels.

8. Income Taxes

The effective income tax rate for the ~~defined minimum targets are not met, then no shares will vest.~~

~~During the nine~~three months ended ~~September 30, 2017,~~March 31, 2024, was 22.0%, a decrease from an effective income tax rate of 22.5% for the three months ended March 31, 2023. The decrease is primarily due to an increase in tax benefits related to option exercises and equity vesting.

9. Leases

The majority of our operating leases consist of restaurant locations and office space. We determine if a contract contains a lease at inception. Our leases generally have remaining terms of 1-20 years and most include options to extend the leases for additional 5-year periods. Generally, the lease term is the minimum of the non-cancelable period of the lease or the lease term inclusive of reasonably certain renewal periods up to a term of 20 ~~stock awards that~~years.

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Supplemental disclosures of cash flow information related to leases were ~~subject to service and performance or market conditions were forfeited.~~

as follows:


	Three months ended March 31,
	2024		2023
Cash paid for operating lease liabilities	$	113,496	$	102,487
Operating lease assets obtained in exchange for operating lease liabilities	$	157,806	$	90,654
Derecognition of operating lease assets due to terminations or impairment	$	1,425	$	1,223

10. Earnings Per Share

The following table sets forth ~~total stock based compensation expense:~~

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Stock based compensation expense
$
18,069

$
18,636

$
55,545

$
49,357
Stock based compensation expense, net of tax
$
10,983

$
10,971

$
33,760

$
29,056
Stock based compensation expense recognized as capitalized development
$
319

$
285

$
949

$
968
Excess tax benefit (deficiency) on stock based compensation recognized in provision for income taxes
$
(77)

$
-

$
587

$
-

~~7. Earnings Per Share~~

~~Basic~~the computations of basic and diluted earnings per share ~~is calculated by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings~~(in thousands, except per share (“diluted EPS”) is calculated using income available to common shareholders divided by diluted weighted-average shares of common stock outstanding during each period. Potentially dilutive securities include common shares related to SOSARs and non-vested stock awards (collectively “stock awards”). Diluted EPS considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect. Stock awards are excluded from the calculation of diluted EPS in the event they are subject to performance conditions or are antidilutive.

data):


	Three months ended March 31,
	2024		2023
Net income	$	359,287	$	291,644
Shares:
Weighted-average number of common shares outstanding (for basic calculation)	27,444		27,624
Dilutive stock awards	180		164
Weighted-average number of common shares outstanding (for diluted calculation)	27,624		27,788
Basic earnings per share	$	13.09	$	10.56
Diluted earnings per share	$	13.01	$	10.50

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The following stock awards were excluded from the calculation of diluted earnings per share:



	Three months ended September 30,					Nine months ended September 30,
	2017			2016		2017		2016
			Three months ended March 31,
			Three months ended March 31,
			Three months ended March 31,
			2024
			2024
			2024
Stock awards subject to performance conditions
Stock awards subject to performance conditions
Stock awards subject to performance conditions		245			226		244		276
Stock awards that were antidilutive		1,738			1,356		1,567		1,312
Stock awards that were antidilutive
Stock awards that were antidilutive
Total stock awards excluded from diluted earnings per share		1,983			1,582		1,811		1,588
Total stock awards excluded from diluted earnings per share
Total stock awards excluded from diluted earnings per share

~~The following table sets forth the computations of basic and diluted earnings per share:~~

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Net income
$
19,610

$
7,799

$
132,460

$
6,963
Shares:

Weighted average number of common shares outstanding

28,415

29,063

28,604

29,387
Dilutive stock awards

24

108

92

405
Diluted weighted average number of common shares outstanding

28,439

29,171

28,696

29,792
Basic earnings per share
$
0.69

$
0.27

$
4.63

$
0.24
Diluted earnings per share
$
0.69

$
0.27

$
4.62

$
0.23

11. Commitments and Contingencies

~~Data Security Incident~~

Purchase Obligations

We also self-reported the issue to payment card processors and law enforcement. Our investigation detected malware designed to access payment card data from cards used at point-of-sale devices at most Chipotle restaurants, primarilyenter into various purchase obligations in the ~~period from March 24, 2017 through April 18, 2017. The malware searched~~ordinary course of business, generally of a short-term nature. Those that are binding primarily relate to commitments for ~~track data, which may include cardholder name, card number, expiration date,~~food purchases and ~~internal verification codes; however, no other customer~~supplies, capital projects, corporate assets, information ~~was affected. We have removed the malware from our systems~~technology, marketing initiatives and continue to evaluate ways to enhance our security measures. We expect that substantially all of our investigation costs will be covered by insurance; however, we may incur legal expenses in excess of our insurance coverage limits associated with the data security incident in future periods. We will recognize these expenses as services are received.

During the three months ended September 30, 2017, we recorded an expense of $30,000 ($18,234 after tax), or $0.64 per basic and diluted earnings per share, as an estimate of potential liabilities associated with anticipated claims and assessments by payment card networks in connection with the data security incident. We may ultimately be subject to liabilities greater than or less than the amount accrued. The expense is recorded in general and administrative expenses in our condensed consolidated statement of income and a corresponding liability in accrued liabilities on our condensed consolidated balance sheet.

~~Litigation Arising from Security Incident~~

On May 4, 2017, Bellwether Community Credit Union filed a purported class action complaint in the United States District Court for the District of Colorado alleging that we negligently failed to provide adequate security to protect the payment card information of customers of the plaintiffs and those of other similarly situated credit unions, bankscorporate sponsorships, and other financial institutions alleged to be part of the putative class, causing those institutions to suffer financial losses. The complaint also claims we were negligent per se based on alleged violations of Section 5 of the Federal Trade Commission Act and similar state laws. The plaintiff seeks monetary damages, injunctive relief and attorneys’ fees. On May 26, 2017, Alcoa Community Credit Union filed a purported class action complaint in the U. S. District Court for the District of Colorado making substantially the same allegations as the Bellwether complaint and seeking substantially the same relief. The Bellwether and Alcoa cases have been consolidated and will proceed as a single action.

On June 9, 2017, Todd Gordon filed a purported class action complaint in the U. S. District Court for the District of Colorado alleging that we negligently failed to provide adequate security to protect the payment card information of the plaintiff and other similarly situated customers alleged to be part of the putative class, causing such customers to suffer financial losses. The complaint also claims we were negligent per se

miscellaneous items.

Litigation

~~Table of Contents~~

based on alleged violations of Section 5 of the Federal Trade Commission Act and similar state laws, and also alleges breach of contract, unjust enrichment, and violations of the Arizona Consumer Fraud Act. Additionally, on August 21, 2017, Greg Lawson and Judy Conard filed a purported class action complaint in the U. S. District Court for the District of Colorado making allegations substantially similar to those in the Gordon complaint, and stating substantially similar claims as well as claims under the Colorado Consumer Protection Act. The plaintiffs in the Gordon case and the Lawson and Conard case have notified the court of their agreement to consolidate their cases and file an amended consolidated complaint for the consolidated matter.

~~We intend to vigorously defend each of the aforementioned cases,~~ ~~but it is not possible at this time to reasonably estimate the outcome of or any potential liability from these cases.~~ Although certain fees and costs associated with the data security incident and the aforementioned litigation to date have been paid or reimbursed by our cyber liability insurer, the ultimate amount of liabilities arising from the litigation may be in excess of the limits of our applicable insurance coverage.

~~Receipt of Grand Jury Subpoenas~~

~~On January 28, 2016~~, we were served with a Federal Grand Jury Subpoena from the U.S. District Court for the Central District of California in connection with an official criminal investigation being conducted by the U.S. Attorney’s Office for the Central District of California, in conjunction with the U.S. Food and Drug Administration’s Office of Criminal Investigations. The subpoena requires the production of documents and information related to company-wide food safety matters dating back to January 1, 2013. We received a follow-up subpoena on July 19, 2017 requesting information related to illness incidents associated with a single Chipotle restaurant in Sterling, Virginia. We intend to continue to fully cooperate in the investigation. It is not possible at this time to determine whether we will incur, or to reasonably estimate the amount of, any fines or penalties in connection with the investigation pursuant to which the subpoena was issued.

~~Shareholder Derivative Actions~~

On April 6, 2016, Uri Skorski filed a shareholder derivative action in Colorado state court in Denver, Colorado, alleging that our Board of Directors and officers breached their fiduciary duties in connection with our alleged failure to disclose material information about our food safety policies and procedures, and also alleging that our Board of Directors and officers breached their fiduciary duties in connection with allegedly excessive compensation awarded from 2011 to 2015 under our stock incentive plan. On April 14, 2016, Mark Arnold and Zachary Arata filed a shareholder derivative action in Colorado state court in Denver, Colorado, making largely the same allegations as the Skorski complaint. On May 26, 2016, the court issued an order consolidating the Skorski and Arnold/Arata actions into a single case. On August 8, 2016, Sean Gubricky filed a shareholder derivative action in the U.S. District Court for the District of Colorado, alleging that our Board of Directors and certain officers failed to institute proper food safety controls and policies, issued materially false and misleading statements in violation of federal securities laws, and otherwise breached their fiduciary duties to us. On September 1, 2016, Ross Weintraub filed a shareholder derivative action in Colorado state court in Denver, Colorado, making largely the same allegations as the Gubricky complaint. ~~On March 27, 2017, the Weintraub case was consolidated with the Skorski and Arnold/Arata action into a single case.~~ On December 27, 2016, Cyrus Lashkari filed a shareholder derivative action in the U.S. District Court for the District of Colorado, making largely the same allegations as the foregoing shareholder derivative complaints. Each of these actions purports to state a claim for damages on our behalf, and is based on statements in our SEC filings and related public disclosures, as well as media reports and company records. We have reached an agreement to settle the foregoing actions, and the proposed settlement has been preliminarily approved by the U.S. District Court for the District of Colorado.

On July 28, 2017, Mark Blau filed a shareholder derivative action in the U.S. District Court for the District of Colorado, making allegations similar to those of the several shareholder derivative actions described above, and adding further allegations related to the Board’s investigation of the foregoing matters, as well as customer illnesses and operational issues associated with two Chipotle restaurants in July 2017. The action purports to state claims for damages on our behalf, and is based on statements in our SEC filings and related public disclosures, as well as media reports and company records. We intend to defend this case vigorously, but it is not possible at this time to reasonably estimate the outcome of or any potential liability from the case.

~~Shareholder Class Actions~~

On January 8, 2016, Susie Ong filed a complaint in the U.S. District Court for the Southern District of New York on behalf of a purported class of purchasers of shares of our common stock between February 4, 2015 and January 5, 2016. The complaint purports to state claims against us, each of the co-Chief Executive Officers serving during the claimed class period and the Chief Financial Officer under Sections 10(b) and 20(a) of the Exchange Act and related rules, based on our alleged failure during the claimed class period to disclose material information about our quality controls and safeguards in relation to consumer and employee health. The complaint asserts that those failures and related public statements were false and misleading and that, as a result, the market price of our stock was artificially inflated during the claimed class period. The complaint seeks damages on behalf of the purported class in an unspecified amount, interest, and an award of reasonable attorneys’ fees, expert fees and other costs. On March 8, 2017, the court granted our motion to dismiss the complaint, with leave to amend. The plaintiff filed an amended complaint on April 7, 2017. ~~Additionally, on~~ July 20, 2017, Elizabeth Kelly filed a complaint in the U.S. District Court for the District of Colorado on behalf of a purported class of purchasers of shares of our common stock between February 5, 2016 and July 19, 2017,

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with claims and factual allegations similar to the Ong complaint, based primarily on media reports regarding illnesses associated with a Chipotle restaurant in Sterling, Virginia. We intend to defend these cases vigorously, but it is not possible at this time to reasonably estimate the outcome of or any potential liability from the cases.

~~Miscellaneous~~

We are involved in various ~~other~~ claims and legal actions, such as wage and hour, wrongful termination and other employment-related claims, slip and fall and other personal injury claims, advertising and consumer claims, privacy claims, and lease, construction and other commercial disputes, that arise in the ordinary course of ~~business. We~~business, some of which may be covered by insurance. The outcomes of these actions are not predictable, but we do not believe that the ultimate resolution of any pending or threatened actions of these ~~actions~~types will have a material adverse effect on our financial position, results of operations, liquidity, or capital resources. However, if there is a significant increase in the number of these claims, or ~~one or more successful claims under which~~if we incur greater liabilities than we currently anticipate under one or more claims, it could materially and adversely affect our business, financial condition, results of operations and cash flows.

Accrual for Estimated Liability

In relation to various legal matters, we had an accrued legal liability balance of $21,587 and $7,640 included within accrued liabilities on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively.

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12. Debt

As of March 31, 2024, we had a $500,000 revolving credit facility with JPMorgan Chase Bank (“JPMorgan”) as administrative agent. Borrowings on the credit facility bear interest at a rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.475%, which is subject to increase due to changes in our total leverage ratio as defined in the credit agreement. We are also obligated to pay a commitment fee of 0.175% per year for unused amounts under the credit facility, which also may increase due to changes in our total leverage ratio. Further, we are subject to certain covenants defined in the credit agreement, which include maintaining a total leverage ratio of less than 3.0x, maintaining a consolidated fixed charge coverage ratio of greater than 1.5x, and limiting us from incurring additional indebtedness in certain circumstances. We had no outstanding borrowings under the credit facility and were in compliance with all covenants as of March 31, 2024 and December 31, 2023, respectively.

13. Related Party Transactions

As of March 31, 2024, we owned approximately 10.2% of the common stock outstanding of Tractor. As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. Accordingly, we have identified Tractor as a related party. We purchase product from the supplier for sale to customers in our restaurants. During the three months ended March 31, 2024 and 2023, purchases from the supplier were $11,554 and $9,228, respectively.

We are an investor in Vebu Inc. (“Vebu”), a developer of restaurant automation technology. As we are a significant customer of Vebu and maintain board representation, we have determined that we maintain significant influence over Vebu. During the three months ended March 31, 2024 and 2023, purchases from Vebu were $0 and $248, respectively.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this report including projections of our expected comparable restaurant sales increases for 2017, projected new restaurant openings for 2017 and 2018, discussion of the potential impacts of our roll-out of queso and of menu price increases, projections of expected changes in food, beverage and packaging costs and marketing and promotional spend, estimates of our effective tax rates, and discussion of liabilities associated with the recent data security incident, are forward-looking statements as defined in the Private Securities Litigation Reform Act of ~~1995.~~1995, including statements about the number of new restaurants we expect to open and the number with Chipotlanes, our expectation to generate positive cash flow for the foreseeable future, our ability to manage risks in our supply chain, our plans for continuing stock buybacks and the period of time during which our cash and short-term investment will fund our operations. We use words such as “anticipate”, “believe”, “could”, “should”, “may”, “approximately”, “estimate”, “expect”, “intend”~~, “may”, “predict”~~, “project”, “target”, and similar terms and phrases, including references to assumptions, to identify forward-looking statements. ~~These~~The forward-looking statements in this report are based on currently available operating, financial and competitive information available to us as of the date ~~any such statements are made,~~of this filing and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the ~~statements. These risks and uncertainties include,~~statements, including but ~~are~~ not limited to: increasing wage inflation, including as a result of regulations such as California AB 1228, and the competitive labor market, which impacts our ability to attract and retain qualified employees and has resulted in occasional staffing shortages; the impact of any union organizing efforts and our responses to such efforts; increasing supply costs; risks of food safety incidents and food-borne illnesses; risks associated with our reliance on certain information technology systems and potential material failures or interruptions; privacy and cyber security risks, including risk of breaches, unauthorized access, theft, modification or destruction of guest or employee personal or confidential information stored on our network or the network of third party providers; the impact of competition, including from sources outside the restaurant industry; the financial impact of increasing our average hourly wages; the impact of federal, state or local government regulations relating to our employees, employment practices, restaurant design and construction, and the sale of food or alcoholic beverages; our ability to achieve our planned growth, such as the costs and availability of suitable new restaurant sites, construction materials and contractors; the expected costs and risks related to our international expansion through franchise restaurants in the Middle East; increases in ingredient and other operating costs due to inflation, global conflicts, climate change, our Food with Integrity philosophy, tariffs or trade restrictions; intermittent supply shortages relating to our Food with Integrity philosophy, rapid expansion and supply industry challenges; the uncertainty of our ability to achieve expected levels of comparable restaurant sales due to factors such as changes in consumers' perceptions of our brand, including as a result of actual or rumored food safety concerns or other negative publicity, decreased consumer spending (including as a result of higher inflation, mass layoffs, fear of possible recession and higher energy prices), or the inability to increase menu prices or realize the benefits of menu price increases; risks associated with our digital business, including risks arising from our reliance on third party delivery services; risks relating to litigation, including possible governmental actions and potential class action litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims or other matters; and other risk factors described from time to time in our ~~annual report~~SEC reports, including our Annual Report on Form 10-K for the year ended December 31, ~~2016, as updated~~2023, and in ~~Part II, Item 1A. of this report.~~

~~Overview~~

~~Steve Ells, our founder, Chairman and CEO, started Chipotle~~other reports filed with the ~~idea that food served fast did not have~~SEC, all of which are available on the investor relations page of our website at ir.Chipotle.com.

As of March 31, 2024, we operated 3,411 Chipotle restaurants throughout the United States and 68 international Chipotle restaurants. We manage our U.S. operations based on nine regions and aggregate our operations to ~~be a typical fast food experience. Today, Chipotle continues~~one reportable segment.

Throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” we commonly discuss the following key operating metrics which we believe will drive our financial results and long-term growth model. We believe these metrics are useful to ~~offer a focused menu~~investors because management uses these metrics to assess the growth of ~~burritos, tacos, burrito bowls,~~our business and ~~salads made from fresh, high-quality raw ingredients, prepared using classic cooking methods~~the effectiveness of our marketing and served in an interactive style allowing our customers to get what they want. Chipotle seeks out extraordinary ingredients that are not only fresh, but that are raised responsibly, with respect for the animals, land, and people who produce them. Chipotle prepares its food using real, whole ingredients and without the use of added colors, flavors or other additives typically found in fast food.

~~Throughout our history~~operational strategies:

•Comparable restaurant sales

•Restaurant operating costs as a ~~public company, we have pursued a mission~~percentage of total revenue

•New restaurant openings

First Quarter 2024 Financial Highlights, year-over-year:

•Total revenue increased 14.1% to ~~change the way people think about and eat fast food. We have expanded our mission to:~~ ~~Ensure that better food, prepared from whole, unprocessed ingredients is accessible to everyone~~. Additionally, our focus during 2017 is to return to sales and profitability growth and restore our restaurant economic model. To do so, we have a renewed focus on ensuring that every guest in every one of our restaurants is provided with an excellent customer experience.

~~2017 Highlights~~

~~Sales Trends.~~ $2.7 billion

•Comparable restaurant sales ~~increases were 1.0% and 8.3%~~increased 7.0%

•Diluted earnings per share was $13.01, a 23.9% increase from $10.50, which includes a $0.36 after-tax impact from an increase in legal reserves.

Sales Trends. Comparable restaurant sales increased 7.0% for the three ~~and nine~~ months ended ~~September 30, 2017, respectively. Our sales comparisons for the first nine months of 2017 were lapping an easier comparison due~~March 31, 2024. The increase is primarily attributable to lower sales levels in the first six months of 2016. Additionally, sales comparisons for the three and nine months ended September 30, 2017, benefitted from lower revenue in the comparable periods of 2016 due to revenue deferrals for outstanding rewards under our limited-time Chiptopia Summer Rewards program (though the first quarter 2017 also benefitted from the recognition of a portion of the deferred revenue). During the third quarter of 2017, increases in comparable restaurant sales were offset by adverse company-wide sales impacts resulting from news regarding a norovirus incident in Sterling, Virginia,higher transactions and, to a lesser extent, due to restaurant closures and lower customer traffic resulting from Hurricanes Harvey and Irma. We expect full year 2017 comparable restaurant sales increases to be around 6.5% including impacts from a menu pricean increase ~~planned for the fourth quarter of 2017 and the roll-out of queso.~~in average check. Comparable restaurant sales represent the change in period-over-period sales for restaurants beginning in their 13th full calendar month of operation. Average restaurant sales were $1.948 million as of September 30, 2017, increasing from $1.914 million as of September 30, 2016, but a decrease from $1.957 million as of June 30, 2017. We define average restaurant sales as the average trailing 12-month salestotal revenue for restaurants in operation for at least 1213 full calendar months.

Digital sales represented 36.5% of total food and beverage revenue.

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Restaurant Operating Costs. ~~Our~~ During the three months ended March 31, 2024, our restaurant operating costs (food, beverage and packaging; labor; occupancy; and other operating costs) aswere 72.5% of total revenue, a ~~percentage of revenue decreased to 82.4% in~~decrease from 74.4% during the ~~first nine~~three months ~~of 2017, as compared to 87.5% in the first nine months of 2016.~~ended March 31, 2023. The decrease was ~~primarily due to lower marketing and promotional spend,~~driven by the benefit of sales leverage, ~~labor efficiencies,~~partially offset by wage inflation and, ~~lower~~to a lesser extent, inflation across several food costs. ~~Food costs were lower in the first nine months of 2017 despite significantly higher pricing of avocados during the third quarter of 2017.~~

Restaurant ~~Development~~. As of September 30, 2017, we had 2,374 restaurants in operation, including 2,330 Chipotle restaurants throughout the United States, 36 international Chipotle restaurants and 8 non-Chipotle restaurants. We opened 145 restaurants and we closed or relocated 21 restaurants during the nine months ended September 30, 2017, including the closure of all 15 ShopHouse Southeast Asian Kitchen restaurants. We expect new restaurant openings for the full year 2017 to be slightly below the low end of our previously-disclosed range of 195 to 210. For 2018, we expect new restaurant openings in a range of approximately 130 to 150, as we focus our resources for the next 12 to 18 months on improving our operations and delivering an outstanding experience to every one of our guests.

~~Data Security Incident.~~ As previously reported, in April 2017, our information security team detected unauthorized activity on the network that supports payment processing for our restaurants, and immediately began an investigation with the help of leading computer security firms. The investigation detected malware designed to access payment card data from cards used at point-of-sale devices at most Chipotle restaurants.

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The malware searched for track data, which may include cardholder name, card number, expiration date, and internal verification codes; however, no other customer information was affected. We have removed the malware from our systems and continue to evaluate ways to enhance our security measures.

Development. During the three months ended ~~September 30, 2017,~~March 31, 2024, we ~~recorded~~opened 47 new restaurants, which included 43 restaurants with a ~~liability~~Chipotlane. We are on track to open approximately 285-315 new restaurants in 2024. We expect that at least 80% of ~~$30.0~~our new restaurants will include a Chipotlane.

Cultivate Next Fund. Our Cultivate Next Fund is a venture formed to make early-stage investments into strategically aligned companies that further our mission to Cultivate a Better World. The Fund has a size of $100.0 million, ~~($18.2~~which is financed almost entirely by Chipotle. As of March 31, 2024, we have made $34.0 million after tax) or $0.64 per basic and diluted earnings per share, as an estimate of potential losses associated with anticipated claims and assessments by payment card networks. We may ultimately be subject to liabilities greater or less than the amount accrued. In addition, legal claims have been made against us related toin investments through this ~~matter, and are further discussed in Note8. “Commitments and Contingencies”~~ ~~withinItem 1.~~ ~~“Financial Statements.”~~

Fund.

Restaurant Activity

The following table details restaurant unit data for the periods ~~indicated:~~

indicated.

Three months ended September 30,

Nine months ended September 30,

2017

2016

2017

2016
Beginning of period
2,339

2,124

2,250

2,010
Openings
38

55

145

171
Relocations/closures
(3)

(1)

(6)

(3)
ShopHouse closures
-

-

(15)

-
Total restaurants at end of period
2,374

2,178

2,374

2,178


	Three months ended March 31,
	2024	2023
Beginning of period	3,437	3,187
Chipotle openings	47	40
Non-Chipotle openings	-	1
Chipotle permanent closures	(3)	-
Chipotle relocations	(2)	(4)

Total restaurants at end of period	3,479	3,224

Results of Operations

Our results of operations as a percentage of total revenue and period-over-period ~~changes~~change are discussed in the following section. ~~As our business grows and we open more restaurants and hire more employees, our aggregate~~

Revenue


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Food and beverage revenue	$	2,684.4		$	2,351.0		14.2	%
Delivery service revenue	17.4			17.6			(1.0	%)
Total revenue	$	2,701.8		$	2,368.6		14.1	%
Average restaurant sales (1)	$	3.082		$	2.892		6.6	%
Comparable restaurant sales increase	7.0%			10.9%
Transactions	5.4%			4.1%
Average check	1.6%			6.8%
Menu price increase	2.7%			10.1%
Check mix	(1.1		%)	(3.3		%)

(1)Average restaurant ~~operating costs and depreciation and amortization generally increase.~~

~~Revenue~~

Three months ended September 30,

%

Nine months ended September 30,

%

2017

2016

increase

2017

2016

increase

(dollars in millions)

(dollars in millions)

Revenue
$
1,128.1

$
1,037.0

8.8%

$
3,366.3

$
2,869.8

17.3%
Average restaurant sales
$
1.948

$
1.914

1.8%

$
1.948

$
1.914

1.8%
Comparable restaurant sales increases (decreases)

1.0%

(21.9%)

8.3%

(24.9%)

Number of restaurants as of the end of the period

2,374

2,178

9.0%

2,374

2,178

9.0%
Number of restaurants opened in the period

38

55

145

171

~~The most significant factor contributing~~sales refer to the ~~increase~~average trailing 12-month food and beverage sales for restaurants in operation for at least 12 full calendar months.

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The following is a summary of the change in restaurant sales for the period indicated:


	Three months ended
	(dollars in millions)
For the period ending March 31, 2023	$	2,368.6
Change from:
Comparable restaurant sales	155.7
Restaurant not yet in comparable base opened in 2024	13.5
Restaurant not yet in comparable base opened in 2023	164.9
Other	(0.9)
For the period ending March 31, 2024	$	2,701.8

Food, Beverage and Packaging Costs


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Food, beverage and packaging	$	779.1		$	692.6		12.5	%
As a percentage of total revenue	28.8		%	29.2		%	(0.4	%)

Food, beverage and packaging costs decreased 0.4% as a percentage of total revenue for the three months ended ~~September 30, 2017, was $84.9 million in revenue~~March 31, 2024 compared to the three months ended March 31, 2023, including a 0.9% benefit from ~~restaurants not yet~~menu price increases in the ~~comparable base,~~prior year. This benefit was partially offset by inflation across several ingredient costs, primarily beef and produce, and higher incidence of ~~which $46.1 million was attributable to restaurants opened in 2017. Comparable restaurant sales increased $6.2 million. For the nine months ended September 30, 2017, revenue~~beef from restaurants not yet in the comparable restaurant base contributed $268.0 million to the revenue increase, of which $91.3 million was attributable to restaurants opened in 2017, and comparable restaurant sales increased $228.4 million. For the nine months ended September 30, 2017, the increase in comparable restaurant sales was attributable to an increase in the number of paid transactions and an increase in paid average check due to fewer promotions during the first nine months of 2017.

~~Food, Beverage and Packaging~~a Braised Beef Barbacoa marketing initiative.

Labor Costs

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

increase

2017

2016

% increase

(dollars in millions)

(dollars in millions)

Food, beverage and packaging
$
394.6

$
363.9

8.4%

$
1,155.5

$
1,000.0

15.6%
As a percentage of revenue

35.0%

35.1%

34.3%

34.8%


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Labor costs	$	659.5		$	583.8		13.0	%
As a percentage of total revenue	24.4		%	24.6		%	(0.2	%)

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~~Food, beverage and packaging~~Labor costs ~~remained consistent~~decreased 0.2% as a percentage of total revenue for the three months ended September 30, 2017. The benefit of the menu price increases taken in select restaurants during the second quarter of 2017 and decreased paper cost and usage were offset by higher avocado and beef prices, as well as steak making up a higher portion of our product mixMarch 31, 2024 compared to the ~~third quarter~~three months ended March 31, 2023, including 1.1% from sales leverage, partially offset by 0.6% due to restaurant wage inflation and, to a lesser extent, increased performance-based compensation.

In April 2024, the minimum wage for restaurants like Chipotle in California increased to $20 per hour, resulting in a nearly 20% increase of ~~2016. The decrease~~our labor costs in ~~food, beverage and packing~~California. Subsequently, we increased menu prices by 6 to 7% in our California restaurants to mitigate our increased costs in dollar terms.

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Occupancy Costs


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Occupancy costs	$	135.7		$	121.9		11.3	%
As a percentage of total revenue	5.0		%	5.1		%	(0.1	%)

Occupancy costs decreased 0.1% as a percentage of total revenue for the three months ended March 31, 2024 compared to the ~~nine~~three months ended ~~September 30, 2017, was~~March 31, 2023, respectively, primarily due primarily bringing the preparation of lettuce and bell peppers back into our restaurants after using pre-cut produce during portions of 2016, reduced testing and waste costs, and the benefit of the menu price increase that went into effect during the second quarter of 2017. The decrease wasto sales leverage, partially offset by ~~higher avocado prices. Lower projected avocado prices are expected to drive~~increased occupancy expense associated with existing restaurants.

Other Operating Costs


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Other operating costs	$	385.8		$	363.2		6.2	%
As a percentage of total revenue	14.3		%	15.3		%	(1.0	%)

Other operating costs decreased ~~food costs~~1.0% as a percentage of total revenue ~~during the fourth quarter of 2017, and we expect food costs~~ for the ~~full year~~three months ended March 31, 2024 compared to ~~be consistent with~~ the ~~first nine~~three months ended March 31, 2023, including 0.6% of ~~2017.~~

~~Labor Costs~~

sales leverage, 0.2% of lower delivery expenses and 0.2% of lower advertisement and marketing promotions expense.

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

increase

2017

2016

% increase

(dollars in millions)

(dollars in millions)

Labor costs
$
306.9

$
286.1

7.2%

$
900.6

$
820.8

9.7%
As a percentage of revenue

27.2%

27.6%

26.8%

28.6%

~~Labor costs~~

General and Administrative Expenses


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
General and administrative expenses	$	204.6		$	148.3		37.9	%
As a percentage of total revenue	7.6		%	6.3		%	1.3	%

Following is a summary of the change in general and administrative expense for the period indicated:


	Three months ended
	(dollars in millions)
For the period ending March 31, 2023	$	148.3
Change from:
Conferences, primarily biennial All Managers’ Conference	18.5
Stock-based compensation, primarily performance-based awards	15.1
Legal contingencies	13.4
Outside services related to corporate initiatives	4.1
Wages	3.0


Other	2.2
For the period ending March 31, 2024	$	204.6

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Depreciation and Amortization


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Depreciation and amortization	$	83.2		$	76.6		8.7	%
As a percentage of total revenue	3.1		%	3.2		%	(0.1	%)

Depreciation and amortization decreased 0.1% as a percentage of total revenue ~~decreased~~ for the three months ended ~~September 30, 2017,~~March 31, 2024 compared to the three months ended March 31, 2023, primarily due to labor efficiencies resulting from more efficient crew deployment and fewer managers in each of our restaurants, partially offset by wage inflation. Labor costs as a percentage of revenue decreased for the nine months ended September 30, 2017 due to labor efficiencies from more efficient crew deployment and fewer managers in each of our restaurants, as well as sales leverage, partially offset by ~~wage inflation. Labor efficiencies~~increased depreciation expense associated with new restaurants.

Interest and Other Income, Net


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Interest and other income, net	$	19.4		$	8.9		116.4	%
As a percentage of total revenue	0.7		%	0.4		%	0.3	%

Interest and other income, net increased in dollar terms for the three ~~and nine~~ months ended ~~September 30, 2017 benefitted from abnormally high labor expenses~~March 31, 2024 compared to the three months ended March 31, 2023, primarily due to increased interest income on our investments in ~~the comparable 2016 periods as~~U.S. Treasury securities, money market funds and time deposits due to a ~~result of being fully staffed during the heavy sales promotional activity we were conducting during those periods.~~

~~Occupancy Costs~~

higher average investment balance and higher interest rates.

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

increase

2017

2016

% increase

(dollars in millions)

(dollars in millions)

Occupancy costs
$
83.2

$
74.2

12.1%

$
242.5

$
217.1

11.7%
As a percentage of revenue

7.4%

7.2%

7.2%

7.6%

~~Occupancy costs as a percentage of revenue increased~~

Provision for Income Taxes


	Three months ended March 31,						Percentage
	2024			2023			change
	(dollars in millions)
Provision for income taxes	$	101.4		$	84.9		19.4	%
Effective income tax rate	22.0		%	22.5		%	n/m*

*Not meaningful

The effective income tax rate decreased 0.5% for the three months ended September 30, 2017, primarily due to lower average daily restaurant sales due to new restaurants opening at lower sales volumes than restaurants in the comparable base, and those sales volumes being applied across a partially fixed-cost base. Occupancy costs as a percentage of revenue decreased for the nine months ended September 30, 2017, primarily due to sales leverage on a partially fixed-cost base.

~~Other Operating Costs~~

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

decrease

2017

2016

% increase

(dollars in millions)

(dollars in millions)

Other operating costs
$
162.3

$
166.0

(2.2%)

$
476.6

$
473.4

0.7%
As a percentage of revenue

14.4%��

16.0%

14.2%

16.5%

Other operating costs include, among other items, marketing and promotional costs, bank and credit card fees, and restaurant utilities and maintenance costs. Other operating costs as a percentage of revenue decreased for the three and nine months ended September 30, 2017 due primarily to decreased marketing and promotional spend, and decreased kitchen supplies expense. While marketing and promotional spend decreased to 3.4% of revenue for the first nine months of 2017, asMarch 31, 2024 compared to 5.2% for the first nine months of 2016, it remains above historical levels as we continue our efforts to drive customer traffic. We expect to increase marketing and advertising expenses in the fourth quarter of 2017 as we continue national television advertising, and as a result, we expect full year 2017 other operating costs as a percentage of revenue to be higher in the fourth quarter and the full year 2017 than they were in the first nine months of 2017, but lower than the full year 2016.

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~~General and Administrative Expenses~~

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

increase

2017

2016

% increase

(dollars in millions)

(dollars in millions)

General and administrative expense
$
99.2

$
78.4

26.5%

$
238.7

$
211.2

13.0%
As a percentage of revenue

8.8%

7.6%

7.1%

7.4%

~~General and administrative expense increased during the three and nine months ended September 30, 2017, due to~~ recording a liability of $30.0 million, as an estimate of potential losses associated with anticipated claims and assessments by payment card networks, for the data security incident that occurred in the first six months of 2017. For the three months ended September 30, 2017, the increase was partially offset by a decrease in meeting costs because of the bi-annual All Managers Conference held in September 2016. Additionally, for the nine months ended September 30, 2017, higher non-cash stock-based compensation expense and increased bonus costs were more than offset by lower meeting and legal costs. The increase in stock-based compensation expense during 2017 was primarily a result of a cumulative reduction of expense in the first quarter of 2016 for performance share awards that were no longer expected to vest.

~~Depreciation and Amortization~~

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

increase

2017

2016

% increase

(dollars in millions)

(dollars in millions)

Depreciation and amortization
$
41.5

$
37.4

11.0%

$
121.9

$
108.3

12.6%
As a percentage of revenue

3.7%

3.6%

3.6%

3.8%

For the three months ended September 30, 2017, depreciation and amortization remained relatively consistent as a percent of revenue. For the nine months ended September 30, 2017, depreciation and amortization decreased as a percentage of revenue due to sales leverage on a partially fixed-cost base.

~~Loss on Disposal and Impairment of Assets~~

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

decrease

2017

2016

% decrease

(dollars in millions)

(dollars in millions)

Loss on disposal and impairment of assets
$
6.7

$
16.6

(59.4%)

$
10.0

$
22.0

(54.6%)
As a percentage of revenue

0.6%

1.6%

0.3%

0.8%

~~Loss on disposal and impairment of assets decreased in dollar terms for the three and nine months ended September 30, 2017~~March 31, 2023, primarily due to ~~a non-cash impairment charge~~an increase in the third quarter of 2016 to write-down substantially all of the value of the long-lived assets of our ShopHouse restaurants that occurred during the third quarter of 2016. In 2017, we recorded losses related to the closure of a small number of underperforming Chipotle restaurants, the replacement of certain kitchen equipment, and assets that were damaged by natural disasters occurring during the quarter.

~~Provision for Income Taxes~~

Three months ended September 30,

%

Nine months ended September 30,

2017

2016

increase

2017

2016

% increase

(dollars in millions)

(dollars in millions)

Provision for income taxes
$
12.5

$
2.6

382.2%

$
81.8

$
0.6

n/m*
Effective tax rate

39.0%

25.0%

38.2%

8.4%

*~~Not meaningful~~

~~For the full year 2017, we estimate our effective~~ tax rate will be approximately 39.1% compared to 40.8% for the full year 2016. The lower 2017 estimated annual effective tax rate is due to a decrease in the state tax rate. The effective tax rate for the nine months ended September 30, 2017, is lower than the estimated annual rate due to non-recurring adjustments related to state income taxes and excess tax

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~~deductions for stock compensation. The adoption on January 1, 2017, of ASU 2016-09 will subject our tax rate to quarterly volatility~~benefits from ~~the effect of stock award~~option exercises and ~~vesting activities.~~

equity vesting.

Seasonality

Seasonal factors cause our profitability to fluctuate from quarter to quarter. Historically, our average daily restaurant sales ~~are lower~~ and net income ~~has generally been~~are lower in the first and fourth quarters due, in part, to the holiday season and because fewer people eat out during periods of inclement weather (the winter months) than during periods of mild or warm weather (the spring, summer and fall months). Other factors also have a seasonal effect on our results. For example, restaurants located near colleges and universities generally do more business during the academic year. Seasonal factors, however, might be moderated or outweighed by other factors that may influence our quarterly results, such as unexpected publicity impacting our business in a positive or negative way, ~~as well as~~worldwide health pandemics, impact of inflation on consumer spending, fluctuations in food or packaging costs, or the timing of menu price ~~increases.~~increases or promotional activities and other marketing initiatives. The number of trading days in a quarter can also affect our results, although, on an overall annual basis, changes in trading days do not have a significant impact.

Our quarterly results are also affected by other factors such as the amount and timing of non-cash stock-based compensation expense and related tax rate impacts, litigation, settlement costs and related legal expenses, impairment charges and non-operating costs, timing of marketing or promotional expenses, the number and timing of new restaurants opened in a quarter, and ~~anticipated and unanticipated events.~~closure of restaurants. New restaurants typically have ~~lower margins~~higher operating costs following opening ~~as a result~~because of the expenses associated with their opening ~~new restaurants~~ and ~~their~~ operating inefficiencies in the months immediately following opening. Accordingly, results for a particular quarter are not necessarily indicative of results to be expected for any other quarter or for any year.

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Liquidity and Capital Resources

~~Our primary liquidity~~

Cash and ~~capital requirements are for new restaurant construction, working capital and general corporate needs.~~ Investments

As of ~~September 30, 2017, w~~eMarch 31, 2024, we had a cash and ~~short-term investment~~marketable investments balance of ~~$548.4~~$2.1 billion, non-marketable investments of $76.0 million ~~that~~ and $26.1 million of restricted cash. After funding the current operations in our restaurants and support centers, the first planned use of our cash flow from operations is to provide capital for the continued investment in new restaurant construction. In addition to continuing to invest in our restaurant expansion, we expect to utilize ~~along with~~ cash flow from operations ~~to provide capital to support the growth of our business (primarily through opening restaurants), to~~to: repurchase additional shares of our common stock subject to market ~~conditions, to~~conditions; invest in, maintain, and refurbish our existing ~~restaurants~~restaurants; and for general corporate purposes. As of ~~September 30, 2017, $95.4~~March 31, 2024, $399.1 million remained available ~~under previously-announced repurchase authorizations.~~ ~~On October 24, 2017, we announced that our Board~~for repurchases of ~~Directors authorized the expenditure of an additional $100 million to repurchase~~ shares of our common stock. Under the remaining repurchase authorizations, shares may be purchased from time to time in open market transactions, subject to market conditions.

Borrowing Capacity

As of March 31, 2024, we had $500.0 million of undrawn borrowing capacity under a line of credit facility.

Use of Cash

We believe that cash from operations, together with our cash and investment balances, will be ~~enough~~sufficient to meet ongoing capital expenditures, working capital requirements and other cash needs for the foreseeable ~~future~~.

future. Assuming no significant declines in comparable restaurant sales, we expect we will generate positive cash flow for the foreseeable future.

We ~~haven’t~~have not required significant working capital because customers generally pay using cash or credit and debit cards and because our operations do not require significant receivables, nor do they require significant inventories due, in part, to our use of various fresh ingredients. In addition, we generally have the right to pay for the purchase of food, ~~beverage~~beverages and supplies ~~some time~~sometime after the receipt of those items, generally within ten days, thereby reducing the need for incremental working capital to support our growth.

~~Off-Balance Sheet Arrangements~~

Cash Flows

Cash provided by operating activities was $569.2 million for the three months ended March 31, 2024, compared to $455.0 million for the three months ended March 31, 2023. The increase was primarily due to higher net earnings and, to a lesser extent, net cash changes in operating assets and liabilities.

Cash used in investing activities was $301.0 million for the three months ended March 31, 2024, compared to $235.5 million for the three months ended March 31, 2023. The change was primarily associated with a $53.2 million increase in investment purchases net of ~~September 30, 2017, we had no off-balance sheet arrangements or obligations.~~

investment maturities.

Cash used in financing activities was $100.1 million for the three months ended March 31, 2024, compared to $193.9 million for the three months ended March 31, 2023. The change was primarily due to decreased treasury stock repurchases of $99.7 million.

Critical Accounting Estimates

Critical accounting estimates are those that we believe are both significant and that require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and we might obtain different estimates if we used different assumptions or factors. We had no significant changes into our critical accounting estimates ~~since our last annual report. Our critical accounting estimates are identified and~~as described in our annual report on Form 10-K for the year ended December 31, ~~2016.~~

2023.

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ITEM 3.QUANTITATIVE AND QUALITATIVE ~~DISCLOSURES~~DISCLOSURE ABOUT MARKET RISK

Commodity Price Risks

We are exposed to commodity price risks. Many of the ingredients we use to prepare our food, as well as our packaging materials ~~as well as~~and utilities to run our restaurants, are ~~commodities~~ingredients or ~~ingredients~~commodities that are affected by the price of other commodities, exchange rates, foreign demand, weather, seasonality, production, availability and other factors outside our control. We work closely with our suppliers and use a mix of forward pricing protocols under which we agree with our supplier on fixed prices for deliveries at some time in the future, fixed pricing protocols under which we agree on a fixed price with our supplier for the duration of that protocol, ~~and~~ formula pricing protocols under which the prices we pay are based on a specified formula related to the prices of the goods, such as spot ~~prices. However,~~prices or based on changes in industry indices, and range forward protocols under which we agree on a ~~majority~~price range for the duration of ~~the dollar value of goods~~

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~~purchased by us is effectively at spot prices.~~that protocol. Generally, our pricing protocols with suppliers can remain in effect for periods ranging from one to 24 months, depending on the outlook for prices of the particular ingredient. In ~~several~~some cases, we have minimum purchase obligations. We have tried to increase, where ~~necessary,~~practical, the number of suppliers for our ingredients, which we believe can help mitigate pricing ~~volatility. We~~volatility, and we follow industry news, trade issues, exchange rates, foreign demand, weather, crises and other world events that may affect our ingredient prices. Increases in ingredient prices could adversely affect our results if we choose for competitive or other reasons not to increase menu prices at the same rate at which ingredient costs increase, or if menu price increases result in customer resistance.

We also could experience shortages of key ingredients for many unforeseen reasons, such as crop damage due to inclement weather, if our suppliers need to close or restrict operations, or due to industry-wide shipping and freight delays.

Changing Interest Rates

We are ~~also~~ exposed to interest rate risk through fluctuations of interest rates on our investments. As of March 31, 2024, we had $2.2 billion in cash and cash equivalents, current and long-term investments, and restricted cash, of which the substantial majority are interest bearing. Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations. As of September 30, 2017, we had $475.4 million in investments and interest-bearing cash accounts, including insurance-related restricted trust accounts classified in other assets, and $66.8 million in accounts with an earnings credit we classify as interest income, which combined earned a weighted-average interest rate of 0.87%.

Foreign Currency Exchange Risk

A portion of our operations ~~consists~~consist of activities outside of the U.S. and we have currency risk on the transactions in other currencies and translation adjustments resulting from the conversion of our international financial results into the U.S. dollar. However, a substantial majority of our operations and investment activities are transacted in the U.S., and therefore our foreign currency risk is not material at this date.

ITEM 4.CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial and Administrative Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As of ~~September 30, 2017,~~March 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Administrative Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial and Administrative Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

There were no changes during the ~~three months~~fiscal quarter ended ~~September 30, 2017,~~March 31, 2024, in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II

ITEM 1.LEGAL PROCEEDINGS

For information regarding legal proceedings, see Note ~~8. “Commitments~~11. “Commitments and ~~Contingencies~~”Contingencies” in our ~~notes to the~~ condensed consolidated financial statements included in Item 1. “~~Financial Statements”~~.

“Financial Statements.”

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ITEM 1A.RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our ~~risk factors since our annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2016, except as set forth below.~~

~~We may be harmed by security risks we face in connection with our electronic processing and transmission of confidential customer and employee information.~~

We accept electronic payment cards for payment in our restaurants. During 2016 approximately 70% of our sales were attributable to credit and debit card transactions, and credit and debit card usage could continue to increase. A number of retailers have experienced actual or potential security breaches in which credit and debit card information may have been stolen, including a number of highly publicized incidents with well-known retailers in recent years.

In April 2017, our information security team detected unauthorized activity on the network that supports payment processing for our restaurants, and immediately began an investigation with the help of leading computer security firms. We also self-reported the issue to payment card processors and law enforcement. Our investigation detected malware designed to access payment card data from cards used at point-of-sale

2023.

~~Table of Contents~~

devices at most Chipotle restaurants, primarily in the period from March 24, 2017 through April 18, 2017. We have removed the malware from our systems and continue to evaluate ways to enhance our security measures. However, we expect to be subject to payment card network assessments and may incur regulatory fines or penalties, for which our insurance coverage is limited, and as a result, we recorded a $30 million estimated liability. We may ultimately be subject to liabilities greater than or less than the amount accrued. See Note 8. “Commitments and Contingencies” within Item 1. “Financial Statements,” for further discussion of potential liabilities and pending litigation filed against us in connection with this incident.

We may be subject to additional lawsuits or other proceedings in the future relating to the incident or any future incidents in which payment card data may have been compromised. Proceedings related to theft of credit or debit card information may be brought by payment card providers, banks and credit unions that issue cards, cardholders (either individually or as part of a class action lawsuit), or federal and state regulators. Any such proceedings could distract our management from running our business and cause us to incur significant unplanned losses and expenses. Consumer perception of our brand could also be negatively affected by these events, which could further adversely affect our results and prospects.

We are also required to collect and maintain personal information about our employees, and we collect information about customers as part of some of our marketing programs as well. The collection and use of such information is regulated at the federal and state levels, by the European Union and its member states, and the regulatory environment related to information security and privacy is increasingly demanding. At the same time, we are increasingly relying on cloud computing and other technologies that result in third parties holding significant amounts of customer or employee information on our behalf. We have seen an increase over the past several years in the frequency and sophistication of attempts to compromise the security of several of these systems. If the security and information systems that we or our outsourced third party providers use to store or process such information are compromised or if we, or such third parties, otherwise fail to comply with these laws and regulations, we could face litigation and the imposition of penalties that could adversely affect our financial performance. Our reputation as a brand or as an employer could also be adversely affected from these types of security breaches or regulatory violations, which could impair our sales or ability to attract and keep qualified employees.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

The table below reflects shares of common stock we repurchased during the ~~third~~first quarter of ~~2017.~~

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)
July

111,385

$
375.36

111,385

$
156,117,762

Purchased 7/1 through 7/31

August

156,772

$
322.73

156,772

$
105,521,981

Purchased 8/1 through 8/31

September

32,405

$
311.59

32,405

$
95,424,817

Purchased 9/1 through 9/30

Total

300,562

$
341.03

300,562

$
95,424,817

~~(1)~~

~~Shares were repurchased pursuant to repurchase programs announced on January 11, 2017 and May 23, 2017.~~

2024.

~~(2)~~

This column does not include an additional $100 million in authorized repurchases announced on October 24, 2017. Each repurchase program has no expiration date. Authorization of repurchase programs may be modified, suspended or discontinued at any time.


		Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January		9,270	$	2,272.43	9,270	$	403,041,527
	Purchased 1/1 through 1/31
February		1,509	$	2,613.41	1,509	$	399,097,896
	Purchased 2/1 through 2/29
March		-	$	-	-	$	399,097,896
	Purchased 3/1 through 3/31
Total		10,779	$	2,320.16	10,779

(1)Shares were repurchased pursuant to repurchase programs announced on October 26, 2023.

(2)There is no expiration date for this program. The authorization to repurchase shares will end when we have repurchased the maximum amount of shares authorized, or we have determined to discontinue such repurchases.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.OTHER INFORMATION

~~None.~~

Adoption or Termination of 10b5-1 Trading Plans

During the quarter ended March 31, 2024, no director or officer adopted, modified, or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

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ITEM 6.EXHIBITS

EXHIBIT INDEX

Description of Exhibit Incorporated Herein by Reference
Exhibit Number
Exhibit Description
Form
File No.
Filing Date
Exhibit Number
Filed Herewith
3.1
Amended and Restated Certificate of Incorporation of Chipotle Mexican Grill, Inc.
10-Q
001-32731
October 26, 2016
3.1

3.2
Chipotle Mexican Grill, Inc. Amended and Restated Bylaws
8-K
001-32731
October 6, 2016
3.1

4.1
Form of Stock Certificate for Shares of Common Stock
10-K
001-32731
February 10, 2012
4.1

31.1
Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
-
-
-
-
X
31.2
Certification of Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
-
-
-
-
X
32.1
Certification of Chief Executive Officer and Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
-
-
-
-
X
101
The following financial statements, formatted in XBRL: (i) Condensed Consolidated Balance Sheet as of September 30, 2017 and December 31, 2016, (ii) Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2017 and 2016, (iii) Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016, (iv) Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2017 and 2016; and (v) Notes to the Condensed Consolidated Financial Statements
-
-
-
-
X


		Description of Exhibit Incorporated Herein by Reference
Exhibit Number	Exhibit Description	Form	File No.	Filing Date	Exhibit Number	Filed Herewith
10.1†	Form of 2024 Restricted Stock Unit Agreement	-	-	-	-	X
10.2†	Form of 2024 Performance Share Unit Agreement	-	-	-	-	X
10.3†	Form on 2024 Stock Appreciation Rights Agreement	-	-	-	-	X
10.4†	Form of 2024 Option Agreement (Canada)	-	-	-	-	X
31.1	Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	-	-	-	-	X
31.2	Certificate of Chief Financial and Administrative Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	-	-	-	-	X
32.1	Certification of Chief Executive Officer and Chief Financial and Administrative Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	-	-	-	-	X
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)	-	-	-	-	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	-	-	-	-	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	-	-	-	-	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	-	-	-	-	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	-	-	-	-	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	-	-	-	-	X
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	-	-	-	-	X

†- Management contracts and compensatory plans or arrangements required to be filed as exhibits.

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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 thereunto duly authorized.



CHIPOTLE MEXICAN GRILL, INC.

By:			/S/ JOHN R. HARTUNG
Name:			John R. Hartung
Title:			Chief Financial and Administrative Officer (principal financial officer and duly authorized signatory for the registrant)

Date: ~~October 24, 2017~~

April 25, 2024