Panera Bread (PNRA) 10-Q 26 Apr 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information Document - $ / shares	3 Months Ended
	Mar. 28, 2017	Apr. 25, 2017	Apr. 04, 2017	Dec. 27, 2016
Document Information [Line Items]
Entity Registrant Name	Panera Bread Company
Entity Central Index Key	724,606
Current Fiscal Year End Date	--12-26
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 28, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		21,338,692
Common Stock, Par or Stated Value Per Share	$ 0.0001			$ 0.0001
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,381,730
Common Stock, Par or Stated Value Per Share	$ 0.0001			$ 0.0001
Subsequent Event [Member] | Common Class A [Member]
Document Information [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Subsequent Event [Member] | Common Class B [Member]
Document Information [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($)	Mar. 28, 2017	Dec. 27, 2016
Current assets:
Cash and cash equivalents	$ 153,355,000	$ 105,529,000
Trade accounts receivable, net	49,750,000	53,519,000
Other accounts receivable	19,264,000	59,404,000
Inventories	22,045,000	23,775,000
Prepaid expenses and other	66,994,000	69,194,000
Total current assets	311,408,000	311,421,000
Property and equipment, net	806,078,000	802,759,000
Other assets:
Goodwill	122,377,000	122,377,000
Other intangible assets, net	49,631,000	54,819,000
Deposits and other	9,867,000	10,235,000
Total other assets	181,875,000	187,431,000
Total assets	1,299,361,000	1,301,611,000
Current liabilities:
Accounts payable	30,261,000	22,455,000
Accrued expenses	342,219,000	408,637,000
Current portion of long-term debt	22,106,000	17,229,000
Total current liabilities	394,586,000	448,321,000
Long-term debt	461,451,000	410,594,000
Deferred rent	63,340,000	63,369,000
Deferred income taxes	39,300,000	32,301,000
Other long-term liabilities	52,116,000	54,636,000
Total liabilities	1,010,793,000	1,009,221,000
Commitments and Contingencies (Note 12)
Redeemable noncontrolling interest	3,277,000	3,603,000
Common stock, $.0001 par value per share:
Treasury stock, carried at cost	(1,539,903,000)	(1,488,779,000)
Preferred Stock, $.0001 par value per share	0	0
Additional paid-in capital	262,746,000	257,594,000
Accumulated other comprehensive income (loss)	(4,142,000)	(4,124,000)
Retained earnings	1,566,587,000	1,524,093,000
Total stockholders' equity	285,291,000	288,787,000
Total liabilities, redeemable noncontrolling interest, and stockholders' equity	1,299,361,000	1,301,611,000
Common Stock Class A [Member]
Common stock, $.0001 par value per share:
Common stock	(3,000)	(3,000)
Common Stock Class B [Member]
Common stock, $.0001 par value per share:
Common stock	$ 0	$ 0

Consolidated Balance Sheets Bal

Consolidated Balance Sheets Balance Sheet Parenthetical - $ / shares	Mar. 28, 2017	Dec. 27, 2016
Capital Unit [Line Items]
Treasury Stock, Shares	9,574,186	9,333,391
Common Class A [Member]
Capital Unit [Line Items]
Common Stock, Shares Authorized	112,500,000	112,500,000
Common Stock, Shares, Issued	30,911,302	30,910,395
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding	21,337,116	21,577,004
Common Class B [Member]
Capital Unit [Line Items]
Common Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Shares, Issued	1,381,730	1,381,730
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Outstanding	1,381,730	1,381,730
Preferred Stock [Member]
Capital Unit [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	2,000,000	2,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

Consolidated Statements of Inco

Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016
Revenues:
Total revenues	$ 727,633,000	$ 685,153,000
Bakery-cafe expenses:
Cost of food and paper products	180,892,000	176,685,000
Labor	212,453,000	191,562,000
Occupancy	42,795,000	41,920,000
Other operating expenses	84,899,000	88,431,000
Total bakery-cafe expenses	521,039,000	498,598,000
Fresh dough and other product cost of sales to franchisees	43,925,000	42,218,000
Depreciation and amortization	40,555,000	36,257,000
General and administrative expenses	49,241,000	48,182,000
Pre-opening expenses	1,367,000	2,196,000
Refranchising loss	0	1,071,000
Total costs and expenses	656,127,000	628,522,000
Operating profit	71,506,000	56,631,000
Interest expense	3,117,000	1,739,000
Other (income) expense, net	2,782,000	(251,000)
Income before income taxes	65,607,000	55,143,000
Income taxes	23,439,000	20,145,000
Net income	42,168,000	34,998,000
Less: Net income (loss) attributable to noncontrolling interest	(326,000)	(90,000)
Net income attributable to Panera Bread Company	$ 42,494,000	$ 35,088,000
Earnings Per Common Share
Basic (in dollars per share)	$ 1.89	$ 1.46
Diluted (in dollars per share)	$ 1.88	$ 1.45
Weighted average shares of common and common equivalent shares outstanding:
Weighted average number of shares outstanding - basic (in shares)	22,488	24,105
Weighted average number of shares outstanding - diluted (in shares)	22,624	24,214
Operating Segments [Member]
Bakery-cafe expenses:
Depreciation and amortization	$ 40,555,000
Company Bakery Cafe Operations [Member]
Revenues:
Total revenues	636,012,000	$ 598,784,000
Franchise Operations [Member]
Revenues:
Total revenues	40,369,000	37,852,000
Fresh dough and other product sales to franchisees [Member]
Revenues:
Total revenues	$ 51,252,000	$ 48,517,000

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016
Net income	$ 42,168,000	$ 34,998,000
Less: Net income (loss) attributable to noncontrolling interest	(326,000)	(90,000)
Net income attributable to Panera Bread Company	42,494,000	35,088,000
Unrealized gains (losses) on cash flow hedging instruments	(755,000)	(4,537,000)
Tax (expense) benefit	299,000	1,794,000
Reclassification adjustment for net (gains) losses realized in earnings on cash flow hedging instruments	667,000	0
Tax (expense) benefit	(264,000)	0
Foreign currency translation adjustment	35,000	569,000
Other comprehensive income (loss) attributable to Panera Bread Comapny	(18,000)	(2,174,000)
Comprehensive income attributable to Panera Bread Company	$ 42,476,000	$ 32,914,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (unaudited) - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016
Cash flows from operations:
Net income	$ 42,168,000	$ 34,998,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	40,555,000	36,257,000
Stock-based compensation expense	3,840,000	4,322,000
Tax benefit from stock-based compensation	0	(70,000)
Deferred income taxes	7,034,000	34,000
Other	5,617,000	4,517,000
Changes in operating assets and liabilities, excluding the effect of acquisitions and dispositions:
Trade and other accounts receivable, net	41,553,000	32,642,000
Inventories	1,730,000	1,322,000
Prepaid expenses and other	2,200,000	3,738,000
Deposits and other	97,000	521,000
Accounts payable	7,806,000	566,000
Accrued expenses	(73,883,000)	(34,497,000)
Deferred rent	189,000	245,000
Other long-term liabilities	(3,145,000)	(1,982,000)
Net cash provided by operating activities	75,761,000	82,613,000
Cash flows from investing activities:
Additions to property and equipment	(42,329,000)	(50,573,000)
Proceeds from (Repayments of) Notes Payable	216,000	0
Proceeds from sale-leaseback transactions	8,854,000	2,998,000
Net cash used in investing activities	(33,259,000)	(47,575,000)
Cash flows from financing activities:
Repayments of borrowings under revolving credit facility	(40,000,000)	0
Repayments of Long-term Debt	(3,750,000)	(3,797,000)
Proceeds from issuance of long-term debt	99,475,000	0
Repurchases of common stock	(51,124,000)	(113,985,000)
Capitalized debt issuance costs	(150,000)	0
Tax benefit from stock-based compensation	0	70,000
Proceeds from issuance of common stock under employee benefit plans	873,000	773,000
Net cash (used in) provided by financing activities	5,324,000	(116,939,000)
Net decrease in cash and cash equivalents	47,826,000	(81,901,000)
Cash and cash equivalents at beginning of period	105,529,000	241,886,000
Cash and cash equivalents at end of period	$ 153,355,000	$ 159,985,000

Basis of Presentation and Princ

Basis of Presentation and Principles of Consolidation (Notes)	3 Months Ended
	Mar. 28, 2017
Basis of Presentation and Principles of Consolidation [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	Basis of Presentation and Principles of Consolidation The unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, which consist of the accounts of Panera Bread Company and its wholly owned direct and indirect subsidiaries (collectively, the “Company”), have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of the Company as of and for the fiscal year ended December 27, 2016 (“fiscal 2016 ”). These unaudited consolidated financial statements should be read in conjunction with such audited consolidated financial statements, which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2016 , as filed with the SEC on February 22, 2017 . All intercompany balances and transactions have been eliminated in consolidation. The Consolidated Balance Sheet data as of December 27, 2016 was derived from audited financial statements, but does not include all disclosures required by GAAP contained herein. The unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company's financial position and comprehensive income for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year ending December 26, 2017 (“fiscal 2017”).

Pending Merger with JAB (Notes)

Pending Merger with JAB (Notes)	3 Months Ended
	Mar. 28, 2017
Pending Merger with JAB [Abstract]
Mergers, Acquisitions and Dispositions Disclosures [Text Block]	Pending Merger with JAB On April 4, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent Corp., a Delaware corporation (“Rye”), Rye Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Rye (“Acquisition Subsidiary”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”). The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the Company’s Board of Directors (the “Company Board”). The Merger Agreement provides for the merger of Acquisition Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Rye. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock of the Company, par value $0.0001 per share, and each share of Class B common stock of the Company, par value $0.0001 per share (collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Rye, Acquisition Subsidiary, any affiliate of Rye or Acquisition Subsidiary, or the Company, in each case immediately prior to the Effective Time, and (ii) Shares held by stockholders who have not voted in favor of the Merger and who have properly and validly perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law) will be canceled and converted into the right to receive $315.00 in cash (the “Per Share Merger Consideration”), subject to applicable tax withholding. JAB has agreed to guarantee the payment and performance obligations of Rye and Acquisition Subsidiary under the Merger Agreement. In accordance with the Merger Agreement, all unvested stock-based compensation awards that are outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. The consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the affirmative vote in favor of the adoption of the Merger Agreement by the holders of a majority of the voting power of the issued and outstanding Shares entitled to vote thereon, (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) having expired or been terminated, (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) of the Company after the date of the Merger Agreement and (iv) other customary closing conditions. The consummation of the Merger is not subject to a financing condition. The Merger Agreement provides that the Merger Agreement may be terminated by the Company or Rye under certain circumstances, and in certain specified circumstances upon termination of the Merger Agreement the Company will be required to pay Rye a termination fee of $215 million . The Company expects the Merger to close during the thirteen weeks ended September 26, 2017. The Company also expects to incur significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. Additional information about the Merger Agreement is set forth in the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017. Divestitures Refranchising Initiative The following summarizes activity associated with the Company's refranchising initiative recorded in the caption entitled Refranchising loss in the Consolidated Statements of Income for the periods indicated (in thousands): For the 13 Weeks Ended March 28, March 29, Lease termination costs and impairment of long-lived assets $ — $ 905 Professional fees, severance, and other — 166 Refranchising loss $ — $ 1,071
Subsequent Events [Text Block]	Pending Merger with JAB On April 4, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent Corp., a Delaware corporation (“Rye”), Rye Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Rye (“Acquisition Subsidiary”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”). The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the Company’s Board of Directors (the “Company Board”). The Merger Agreement provides for the merger of Acquisition Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Rye. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock of the Company, par value $0.0001 per share, and each share of Class B common stock of the Company, par value $0.0001 per share (collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Rye, Acquisition Subsidiary, any affiliate of Rye or Acquisition Subsidiary, or the Company, in each case immediately prior to the Effective Time, and (ii) Shares held by stockholders who have not voted in favor of the Merger and who have properly and validly perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law) will be canceled and converted into the right to receive $315.00 in cash (the “Per Share Merger Consideration”), subject to applicable tax withholding. JAB has agreed to guarantee the payment and performance obligations of Rye and Acquisition Subsidiary under the Merger Agreement. In accordance with the Merger Agreement, all unvested stock-based compensation awards that are outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. The consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the affirmative vote in favor of the adoption of the Merger Agreement by the holders of a majority of the voting power of the issued and outstanding Shares entitled to vote thereon, (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) having expired or been terminated, (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) of the Company after the date of the Merger Agreement and (iv) other customary closing conditions. The consummation of the Merger is not subject to a financing condition. The Merger Agreement provides that the Merger Agreement may be terminated by the Company or Rye under certain circumstances, and in certain specified circumstances upon termination of the Merger Agreement the Company will be required to pay Rye a termination fee of $215 million . The Company expects the Merger to close during the thirteen weeks ended September 26, 2017. The Company also expects to incur significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. Additional information about the Merger Agreement is set forth in the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	3 Months Ended
	Mar. 28, 2017
Accounting Policies [Abstract]
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. This update simplifies the subsequent measurement of goodwill by eliminating “Step 2” from the goodwill impairment test. This update is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on the Company's consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory”. This update requires the income tax impact of an intra-entity sale or transfer of an asset other than inventory to be recognized when the sale or transfer occurs, rather than when the asset has been sold to an outside party. This update is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on the Company's consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”. This update addresses how certain cash inflows and outflows are classified in the statement of cash flows to eliminate existing diversity in practice. This update is effective for annual and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the effect this standard will have on the Company's consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. This update simplifies accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted ASU 2016-09 during the thirteen weeks ended March 28, 2017 on a prospective basis. Prior periods have not been adjusted. The primary impact of adoption was the recognition of excess tax benefits of $0.3 million as a reduction to the provision for income taxes during the thirteen weeks ended March 28, 2017. Prior to the adoption of ASU 2016-09, this amount would have been recognized as an increase of additional paid-in capital. The adoption of ASU 2016-09 did not have a material impact on the computation of weighted-average diluted shares outstanding during the thirteen weeks ended March 28, 2017. The Company also elected to continue estimating forfeitures when determining the amount of compensation costs to be recognized in each period. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. This update will increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. Based on a preliminary assessment, the Company expects the standard to have a material impact on its assets and liabilities due to the recognition of right-of-use assets and lease liabilities on its Consolidated Balance Sheets at the beginning of the earliest period presented. The Company is continuing its assessment, which may identify additional impacts this standard will have on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. This update provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts. In August 2015, the FASB issued ASU 2015-14, delaying the effective date for adoption. The update is now effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The update permits the use of either the retrospective or cumulative effect transition method. The FASB has also issued the several standards which provide additional clarification and implementation guidance on the previously issued ASU 2014-09 and have the same effective date as the original standard. The Company is currently evaluating the overall impact that ASU 2014-09 will have on the Company's consolidated financial statements, as well as the expected timing and method of adoption. Based on a preliminary assessment, the Company has determined that the adoption will change the timing of recognition of gift card breakage income, which is currently recognized using the remote method. The new guidance will require application of the proportional method. The Company is continuing its assessment, which may identify additional impacts this standard will have on its consolidated financial statements and related disclosures.

Divestitures

Divestitures	3 Months Ended
	Mar. 28, 2017
Business Combinations [Abstract]
Mergers, Acquisitions and Dispositions Disclosures [Text Block]	Pending Merger with JAB On April 4, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent Corp., a Delaware corporation (“Rye”), Rye Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Rye (“Acquisition Subsidiary”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”). The Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement have been unanimously approved by the Company’s Board of Directors (the “Company Board”). The Merger Agreement provides for the merger of Acquisition Subsidiary with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Rye. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Class A common stock of the Company, par value $0.0001 per share, and each share of Class B common stock of the Company, par value $0.0001 per share (collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time (other than (i) Shares owned by Rye, Acquisition Subsidiary, any affiliate of Rye or Acquisition Subsidiary, or the Company, in each case immediately prior to the Effective Time, and (ii) Shares held by stockholders who have not voted in favor of the Merger and who have properly and validly perfected their statutory rights of appraisal in respect of such Shares in accordance with Section 262 of the Delaware General Corporation Law) will be canceled and converted into the right to receive $315.00 in cash (the “Per Share Merger Consideration”), subject to applicable tax withholding. JAB has agreed to guarantee the payment and performance obligations of Rye and Acquisition Subsidiary under the Merger Agreement. In accordance with the Merger Agreement, all unvested stock-based compensation awards that are outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested and exercisable effective immediately prior to, and contingent upon, the Effective Time. The consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the affirmative vote in favor of the adoption of the Merger Agreement by the holders of a majority of the voting power of the issued and outstanding Shares entitled to vote thereon, (ii) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) having expired or been terminated, (iii) the absence of a Material Adverse Effect (as defined in the Merger Agreement) of the Company after the date of the Merger Agreement and (iv) other customary closing conditions. The consummation of the Merger is not subject to a financing condition. The Merger Agreement provides that the Merger Agreement may be terminated by the Company or Rye under certain circumstances, and in certain specified circumstances upon termination of the Merger Agreement the Company will be required to pay Rye a termination fee of $215 million . The Company expects the Merger to close during the thirteen weeks ended September 26, 2017. The Company also expects to incur significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. Additional information about the Merger Agreement is set forth in the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2017. Divestitures Refranchising Initiative The following summarizes activity associated with the Company's refranchising initiative recorded in the caption entitled Refranchising loss in the Consolidated Statements of Income for the periods indicated (in thousands): For the 13 Weeks Ended March 28, March 29, Lease termination costs and impairment of long-lived assets $ — $ 905 Professional fees, severance, and other — 166 Refranchising loss $ — $ 1,071

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 28, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The following summarizes assets and liabilities measured at fair value on a recurring basis (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 28, 2017: Cash equivalents $ 151 $ 151 $ — $ — Total assets $ 151 $ 151 $ — $ — Interest rate swaps $ 2,304 $ — $ 2,304 $ — Total liabilities $ 2,304 $ — $ 2,304 $ — December 27, 2016: Interest rate swaps $ 2,216 $ — $ 2,216 $ — Total liabilities $ 2,216 $ — $ 2,216 $ — The fair value of the Company's cash equivalents is based on quoted market prices for identical securities. The fair value of the Company's interest rate swaps are determined based on a discounted cash flow analysis on the expected future cash flows of each derivative. This analysis reflects the contractual terms of the derivatives and uses observable market-based inputs, including interest rate curves and credit spreads.

Inventories

Inventories	3 Months Ended
	Mar. 28, 2017
Inventory Disclosure [Abstract]
Inventories	Inventories Inventories consisted of the following (in thousands): March 28, December 27, 2016 Food: Fresh dough facilities: Raw materials $ 3,452 $ 3,697 Finished goods 327 266 Bakery-cafes: Raw materials 15,076 16,378 Paper goods 3,190 3,434 Total $ 22,045 $ 23,775

Other Intangible Assets (Notes)

Other Intangible Assets (Notes)	3 Months Ended
	Mar. 28, 2017
Other Intangible Assets [Abstract]
Intangible Assets Disclosure [Text Block]	Other Intangible Assets The Company recognized a $3.0 million impairment of the Paradise trademark during the thirteen weeks ended March 28, 2017, resulting from the Company's ongoing evaluation of the trademark and the consideration of the conversion of Paradise bakery-cafes to Panera Bread bakery-cafes. The impairment charge was recorded in other (income) expense, net in the Consolidated Statements of Income.

Accrued Expenses

Accrued Expenses	3 Months Ended
	Mar. 28, 2017
Payables and Accruals [Abstract]
Accrued expenses	Accrued Expenses Accrued expenses consisted of the following (in thousands): March 28, 2017 December 27, 2016 Unredeemed gift cards, net $ 104,834 $ 134,291 Capital expenditures 47,597 39,679 Insurance 43,605 41,720 Compensation and related employment taxes 36,312 77,742 Taxes, other than income taxes 23,788 23,269 Advertising 12,335 13,362 Occupancy costs 8,846 9,694 Fresh dough and other product operations 8,055 9,594 Deferred revenue 5,813 6,642 Utilities 5,768 5,057 Loyalty program 3,382 3,239 Other 41,884 44,348 Total $ 342,219 $ 408,637

Debt

Debt	3 Months Ended
	Mar. 28, 2017
Debt Instruments [Abstract]
Debt Disclosure [Text Block]	Debt Long-term debt consisted of the following (in thousands): March 28, 2017 December 27, 2016 2014 Term Loan $ 100,000 $ 100,000 2015 Term Loan 277,500 281,250 2017 Term Loan 100,000 — Borrowings under the 2015 Credit Agreement — 40,000 2015 Note Payable 7,608 7,608 Aggregate unamortized lender fees and issuance costs (1,551 ) (1,035 ) Total carrying amount 483,557 427,823 Current portion of long-term debt 22,106 17,229 Long-term debt $ 461,451 $ 410,594 Term Loans On June 11, 2014 , the Company entered into a term loan agreement (the “2014 Term Loan Agreement”) with Bank of America, N.A., as administrative agent, and other lenders party thereto. The 2014 Term Loan Agreement provides for an unsecured term loan in the amount of $100 million (the “2014 Term Loan”). The 2014 Term Loan is scheduled to mature on July 11, 2019 , subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness or a change of control of the Company, as defined in the 2014 Term Loan Agreement. The Company incurred lender fees and issuance costs totaling $0.2 million in connection with the issuance of the 2014 Term Loan. The lender fees and issuance costs are being amortized to expense over the term of the 2014 Term Loan. On July 16, 2015 , the Company entered into a term loan agreement (the “2015 Term Loan Agreement”) with Bank of America, N.A., as administrative agent, and other lenders party thereto. The 2015 Term Loan Agreement provides for an unsecured term loan in the amount of $300 million (the "2015 Term Loan"). The 2015 Term Loan is scheduled to mature on July 16, 2020 , subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness or a change of control of the Company, as defined in the 2015 Term Loan Agreement. The Company incurred lender fees and issuance costs totaling $1.4 million in connection with the issuance of the 2015 Term Loan. The lender fees and issuance costs are being amortized to expense over the term of the 2015 Term Loan. As of March 28, 2017 , $14.7 million of the 2015 Term Loan's carrying amount is presented as the current portion of long-term debt in the Consolidated Balance Sheets. On February 1, 2017 , the Company entered into a term loan agreement (the “2017 Term Loan Agreement”) with Bank of America, N.A., as administrative agent, and other lenders party thereto. The 2017 Term Loan Agreement provides for up to two unsecured drawdowns of a term loan in the aggregate principal amount of up to $200 million (the “2017 Term Loan”). The 2017 Term Loan is scheduled to mature on February 1, 2022 , subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness or a change of control of the Company, as defined in the 2017 Term Loan Agreement. The Company incurred lender fees and issuance costs totaling $0.7 million in connection with the issuance of the 2017 Term Loan. The lender fees and issuance costs are being amortized to expense over the term of the 2017 Term Loan. On February 1, 2017, the Company made a $100 million drawdown on the 2017 Term Loan. As of March 28, 2017 , $4.9 million of the 2017 Term Loan's carrying amount is presented as the current portion of long-term debt in the Consolidated Balance Sheets. Each of the 2014 Term Loan, 2015 Term Loan, and 2017 Term Loan bears interest at a rate equal to, at the Company's option, (1) the Eurodollar rate plus a margin ranging from 1.00 percent to 1.50 percent depending on the Company’s consolidated leverage ratio or (2) the highest of (a) the Bank of America prime rate, (b) the Federal funds rate plus 0.50 percent or (c) the Eurodollar rate plus 1.00 percent , plus a margin ranging from 0.00 percent to 0.50 percent depending on the Company’s consolidated leverage ratio. The Company’s obligations under the 2014 Term Loan Agreement, 2015 Term Loan Agreement, and 2017 Term Loan Agreement are guaranteed by certain of its direct and indirect subsidiaries. The weighted-average interest rates for the 2014 Term Loan, 2015 Term Loan, and 2017 Term Loan, including the amortization of lender fees and issuance costs and the impact of the Company's interest rate swaps, were 2.96 percent , 2.60 percent , and 2.19 percent , respectively, for the thirteen weeks ended March 28, 2017 . The weighted-average interest rate for both the 2014 Term Loan and 2015 Term Loan, including the amortization of lender fees and issuance costs and the impact of the Company's interest rate swaps, was 1.54 percent for the thirteen weeks ended March 29, 2016. As of March 28, 2017 , the carrying amounts of the 2014 Term Loan, 2015 Term Loan, and 2017 Term Loan approximate fair value as the variable interest rates approximate current market rates (Level 2 inputs). On July 16, 2015, in order to hedge the variability in cash flows from changes in benchmark interest rates, the Company entered into two forward-starting interest rate swap agreements with an aggregate initial notional value of $242.5 million . On January 9, 2017, the Company entered into consecutive forward-starting interest rate swaps agreements with an initial notional value of $200 million . The forward-starting interest rate swaps have been designated as cash flow hedging instruments. See Note 10, Derivative Financial Instruments, for information on the Company's interest rate swaps. Installment Payment Agreement On September 15, 2015 , the Company entered into a Master Installment Payment Agreement (the “Master IPA”) with PNC Equipment Finance, LLC (“PNC”) pursuant to which PNC financed the Company's purchase of hardware, software, and services associated with new storage virtualization and disaster recovery systems. The Master IPA provides for a secured note payable in the amount of $12.7 million (the “2015 Note Payable”), payable in five annual installments beginning November 1, 2015 and each September 1st thereafter. As of March 28, 2017 , there was $7.6 million outstanding under the 2015 Note Payable, and $2.5 million of the 2015 Note Payable is presented as the current portion of long-term debt in the Consolidated Balance Sheets. Revolving Credit Agreements On July 16, 2015 , the Company entered into a credit agreement (the “2015 Credit Agreement”) with Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and each lender from time to time party thereto. The 2015 Credit Agreement provides for an unsecured revolving credit facility of $250 million that will become due on July 16, 2020 , subject to acceleration upon certain specified events of default, including breaches of representations or covenants, failure to pay other material indebtedness or a change of control of the Company, as defined in the 2015 Credit Agreement. The 2015 Credit Agreement provides that the Company may select interest rates under the credit facility equal to, at the Company's option, (1) the Eurodollar rate plus a margin ranging from 1.00 percent to 1.50 percent depending on the Company’s consolidated leverage ratio or (2) the highest of (a) the Bank of America prime rate, (b) the Federal funds rate plus 0.50 percent or (c) the Eurodollar rate plus 1.00 percent , plus a margin ranging from 0.00 percent to 0.50 percent depending on the Company’s consolidated leverage ratio. As of March 28, 2017 , the Company had no loans outstanding under the 2015 Credit Agreement. The 2014 Term Loan Agreement, 2015 Term Loan Agreement, 2015 Credit Agreement, and 2017 Term Loan Agreement contain customary affirmative and negative covenants, including covenants limiting liens, dispositions, fundamental changes, investments, indebtedness, and certain transactions and payments. In addition, such term loan and credit agreements contain various financial covenants that, among other things, require the Company to satisfy two financial covenants at the end of each fiscal quarter: (1) a consolidated leverage ratio less than or equal to 3.00 to 1.00 , and (2) a consolidated fixed charge coverage ratio of greater than or equal to 2.00 to 1.00 . As of March 28, 2017 , the Company was in compliance with all covenant requirements.

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Mar. 28, 2017
Derivative [Line Items]
Derivative Instruments and Hedging Activities Disclosure [Text Block]	Derivative Financial Instruments The Company enters into derivative instruments solely for risk management purposes. To the extent the Company's cash-flow hedging instruments are effective in offsetting the variability in the hedged cash flows, and otherwise meet the cash flow hedge accounting criteria , changes in the derivatives' fair value are not included in current earnings but are included in accumulated other comprehensive income (“AOCI”). These changes in fair value will be reclassified into earnings at the time of the forecasted transaction. By using these instruments, the Company exposes itself, from time to time, to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. The Company minimizes this credit risk by entering into transactions with high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from changes in interest rates. The Company minimizes this market risk by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. On July 16, 2015, the Company entered into two forward-starting interest rate swap agreements with an aggregate initial notional value of $242.5 million to hedge a portion of the cash flows of its term loan borrowings. On January 9, 2017, the Company entered into consecutive forward-starting interest rate swaps agreements with an initial notional value of $200 million to hedge a portion of the cash flows of its term loan borrowings. For each of the swaps, the Company has agreed to exchange with a counterparty the difference between fixed and variable interest amounts calculated by reference to an agreed-upon principal amount. The following table summarizes the Company's interest rate swaps as of March 28, 2017 : Trade Date Effective Date Term (in Years) Initial Notional Amount (in thousands) Fixed Rate July 16, 2015 July 11, 2016 4 $ 100,000 1.75 % July 16, 2015 July 18, 2016 5 $ 142,500 1.97 % January 9, 2017 May 1, 2017 1 $ 200,000 1.31 % January 9, 2017 April 30, 2018 9 $ 187,500 2.37 % The notional amount for the interest rate swap with an effective date of July 18, 2016 decreases quarterly by $1.9 million over the term of the interest rate swap beginning in September 2016. The notional amount for the interest rate swap with an effective date of May 1, 2017 decreases quarterly by $3.3 million from June 2017 to December 2017. Beginning in January 2018, the notional amount decreases by $2.5 million over the remaining term of the interest rate swap. The notional amount for the interest rate swap with an effective date of April 30, 2018 decreases quarterly by $2.5 million over the term of the interest rate swap beginning in June 2018. The interest rate swaps, which have been designated and qualify as cash flow hedges, are recorded at fair value in the Consolidated Balance Sheets. The following table summarizes the estimated fair value of the Company's interest rate swaps as of March 28, 2017 and December 27, 2016 (in thousands): Balance Sheet Location March 28, 2017 December 27, 2016 Accrued expenses $ 1,626 $ 2,078 Other long-term liabilities 678 138 Total $ 2,304 $ 2,216 Changes in fair value of the interest rate swaps are recorded as a component of AOCI in the Consolidated Balance Sheets. The Company reclassifies the effective gain or loss from AOCI to interest expense in the Consolidated Statements of Income at the time of the transaction. The following table presents pre-tax gains and losses on the interest rate swaps recognized in other comprehensive income (“OCI”) and reclassified from AOCI to earnings for the periods indicated (in thousands): For the 13 Weeks Ended March 28, March 29, Net gains (losses) recognized in OCI before reclassifications $ (456 ) $ (2,743 ) Net (gains) losses reclassified from AOCI to earnings $ 403 $ — A net of tax loss of approximately $1.0 million is expected to be reclassified from AOCI to earnings within the next twelve months. The Company did not recognize a gain or loss due to hedge ineffectiveness during either of the thirteen weeks ended March 28, 2017 or March 29, 2016. The Company does not hold or use derivative instruments for trading purposes. The Company does not have any derivatives that are not designated as hedging instruments and has not designated any non-derivatives as hedging instruments.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 28, 2017
Stockholders' Equity Attributable to Parent [Abstract]
Stockholders' Equity	Stockholders' Equity Share Repurchase Authorization On May 19, 2016, the Company's Board of Directors approved a three year share repurchase authorization of up to $600 million of the Company's Class A common stock (the “2016 repurchase authorization”), pursuant to which the Company may repurchase shares from time to time on the open market or in privately negotiated transactions and which may be made under a Rule 10b5-1 plan. Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or may be held by the Company as treasury stock. The 2016 repurchase authorization may be modified, suspended, or discontinued by the Company's Board of Directors at any time. During the thirteen weeks ended March 28, 2017 , the Company repurchased 235,936 shares under the 2016 share repurchase authorization, at an average price of $ 211.89 per share, for an aggregate purchase price of approximately $50.0 million . There was approximately $347.7 million available under the 2016 repurchase authorization as of March 28, 2017. Accumulated Other Comprehensive Income (Loss) The following table summarizes changes in accumulated other comprehensive income (loss), net of tax, for the thirteen weeks ended March 28, 2017 and March 29, 2016 (in thousands): Foreign Currency Translation Adjustment Cash Flow Hedging Instruments Total March 28, 2017 Net gains (losses), beginning of period $ (2,784 ) $ (1,340 ) $ (4,124 ) Net gains (losses) recognized in OCI before reclassifications 35 (456 ) (421 ) Net (gains) losses reclassified from AOCI to earnings — 403 403 Other comprehensive income (loss), net of tax 35 (53 ) (18 ) Net gains (losses), end of period $ (2,749 ) $ (1,393 ) $ (4,142 ) March 29, 2016 Net gains (losses), beginning of period $ (3,486 ) $ (1,543 ) $ (5,029 ) Net gains (losses) recognized in OCI before reclassifications 569 (2,743 ) (2,174 ) Net (gains) losses reclassified from AOCI to earnings — — — Other comprehensive income (loss), net of tax 569 (2,743 ) (2,174 ) Net gains (losses), end of period $ (2,917 ) $ (4,286 ) $ (7,203 )

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 28, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Lease Obligations As of March 28, 2017 , the Company has guaranteed the operating leases of 98 franchisee locations, which the Company accounted for in accordance with the accounting requirements for guarantees. These guarantees are primarily a result of the Company's sales of Company-owned bakery-cafes to franchisees, pursuant to which the Company exercised its right to assign the lease for the bakery-cafe but remain liable to the landlord for the remaining lease term in the event of a default by the assignee. These guarantees expire on various dates from July 15, 2020 to February 28, 2049 , with a maximum potential amount of future rental payments of approximately $291.3 million as of March 28, 2017 . The obligations from these guarantees will decrease over time as these operating leases expire. The Company has not recorded a liability for these guarantees because the fair value of these lease guarantees was determined by the Company to be insignificant individually, and in the aggregate, based on an analysis of the facts and circumstances of each such lease and each such assignee's performance, and the Company did not believe it was probable that it would be required to perform under any guarantees at the time the guarantees were issued. The Company has not had to make any payments related to any of these guaranteed leases. Applicable assignees continue to have primary liability for these operating leases. Legal Proceedings On July 2, 2014, a purported class action lawsuit was filed against one of the Company's subsidiaries by Jason Lofstedt, a former employee of one of the Company's subsidiaries. The lawsuit was filed in the California Superior Court, County of Riverside. The complaint alleges, among other things, violations of the California Labor Code, failure to pay overtime, failure to provide meal and rest periods, and violations of California's Unfair Competition Law. The complaint seeks, among other relief, collective and class certification of the lawsuit, unspecified damages, costs and expenses, including attorneys’ fees, and such other relief as the Court might find just and proper. In addition, several other purported class action lawsuits based on similar claims and seeking similar relief were filed against the subsidiary: on October 30, 2015 in the California Superior Court, County of San Bernardino by Jazmin Dabney, a former subsidiary employee; on November 3, 2015 in the United States District Court, Eastern District of California by Clara Manchester, a former subsidiary employee; and on November 30, 2015 in the California Superior Court, County of Yolo by Tanner Maginnis, a current subsidiary assistant manager. On May 6, 2016, the parties of all four pending cases reached a Memorandum of Understanding For Three Settlement Classes regarding the class action lawsuits. Under the terms of the agreement, the Company agreed to pay an immaterial amount to purported class members, plaintiffs' attorneys' fees, Private Attorney General Act payments, and costs of administering the settlement. The Memorandum of Understanding contains no admission of wrongdoing. The terms and conditions of the parties’ settlement agreement have received preliminary approval from California Superior Courts. The Company maintained an appropriate accrual in accrued expenses for this settlement in the Company's Consolidated Balance Sheets as of March 28, 2017. On June 26, 2016, a purported class action lawsuit was filed against the Company by Jacqueline Friscia, an employee of one of the Company’s subsidiaries. The lawsuit was filed in the United States District Court for the District of New Jersey. The complaint alleges, among other things, violations of the Fair Labor Standards Act and the New Jersey Wage and Hour Law on behalf of the plaintiff and all similarly situated non-exempt assistant managers. The complaint seeks, among other relief, collective and class certification of the lawsuit, unspecified damages, costs and expenses, including attorneys’ fees, and such other relief as the Court might find just and proper. The Company has retained counsel to represent it in this matter and believes that it has meritorious defenses to the allegations asserted in the case. In addition to the legal matters described above, the Company is subject to various legal proceedings, claims, and litigation that arise in the ordinary course of its business. Defending lawsuits requires significant management attention and financial resources and the outcome of any litigation, including the matters described above, is inherently uncertain. The Company believes accruals for these matters are adequately provided for in its consolidated financial statements. The Company does not believe the ultimate resolution of these actions will have a material adverse effect on its consolidated financial statements. However, a significant increase in the number of these claims, or one or more successful claims under which the Company incurs greater liabilities than is currently anticipated, could materially and adversely affect its consolidated financial statements. Other The Company is subject to ongoing federal and state income tax audits and sales and use tax audits. The Company does not believe the ultimate resolution of these actions will have a material adverse effect on its consolidated financial statements. However, a significant increase in the number of these audits, or one or more audits under which the Company incurs greater liabilities than is currently anticipated, could materially and adversely affect the Company's consolidated financial position and results of operations. The Company believes accruals for these matters are adequately provided for in its consolidated financial statements.

Business Segment Information

Business Segment Information	3 Months Ended
	Mar. 28, 2017
Segment Reporting [Abstract]
Business Segment Information	Business Segment Information The Company operates three business segments. The Company Bakery-Cafe Operations segment is comprised of the operating activities of the bakery-cafes owned by the Company. The Company-owned bakery-cafes conduct business under the Panera Bread®, Saint Louis Bread Co.® or Paradise Bakery & Café® names. These bakery-cafes offer some or all of the following: fresh baked goods, made-to-order sandwiches on freshly baked breads, soups, salads, pasta dishes, custom roasted coffees, and other complementary products through on-premise sales, as well as catering. The Franchise Operations segment is comprised of the operating activities of the franchise business unit, which licenses qualified operators to conduct business under the Panera Bread or Paradise Bakery & Café names and also monitors the operations of these bakery-cafes. Under the terms of most of the agreements, the licensed operators pay royalties and fees to the Company in return for the use of the Panera Bread or Paradise Bakery & Café names. The Fresh Dough and Other Product Operations segment supplies fresh dough, produce, tuna, and cream cheese, and indirectly supplies proprietary sweet goods items through a contract manufacturing arrangement, to Company-owned and franchise-operated bakery-cafes. The fresh dough is sold to a number of both Company-owned and franchise-operated bakery-cafes at a delivered cost generally not to exceed 27 percent of the retail value of the end product. The sales and related costs to the franchise-operated bakery-cafes are separately stated line items in the Consolidated Statements of Income. The sales, costs, and operating profit related to the sales to Company-owned bakery-cafes are eliminated in consolidation in the Consolidated Statements of Income. Segment information related to the Company’s three business segments is as follows (in thousands): For the 13 Weeks Ended March 28, March 29, Revenues: Company bakery-cafe operations $ 636,012 $ 598,784 Franchise operations 40,369 37,852 Fresh dough and other product operations 102,453 95,899 Intercompany sales eliminations (51,201 ) (47,382 ) Total revenues $ 727,633 $ 685,153 Segment profit: Company bakery-cafe operations (1) $ 114,973 $ 99,115 Franchise operations 38,991 36,452 Fresh dough and other product operations 7,327 6,299 Total segment profit $ 161,291 $ 141,866 Depreciation and amortization $ 40,555 $ 36,257 Unallocated general and administrative expenses 47,863 46,782 Pre-opening expenses 1,367 2,196 Interest expense 3,117 1,739 Other (income) expense, net 2,782 (251 ) Income before income taxes $ 65,607 $ 55,143 Depreciation and amortization: Company bakery-cafe operations $ 29,572 $ 27,697 Fresh dough and other product operations 2,689 2,105 Corporate administration 8,294 6,455 Total depreciation and amortization $ 40,555 $ 36,257 Capital expenditures: Company bakery-cafe operations $ 32,874 $ 34,878 Fresh dough and other product operations 2,732 5,925 Corporate administration 6,723 9,770 Total capital expenditures $ 42,329 $ 50,573 (1) Includes refranchising losses of $1.1 million for the thirteen weeks ended March 29, 2016 . March 28, December 27, Segment assets: Company bakery-cafe operations $ 902,279 $ 942,653 Franchise operations 19,042 18,301 Fresh dough and other product operations 86,183 87,199 Total segment assets $ 1,007,504 $ 1,048,153 Unallocated cash and cash equivalents $ 153,355 $ 105,529 Unallocated trade and other accounts receivable 6,059 6,691 Unallocated property and equipment 119,305 117,178 Unallocated deposits and other 5,077 5,285 Other unallocated assets 8,061 18,775 Total assets $ 1,299,361 $ 1,301,611 “Unallocated cash and cash equivalents” relates primarily to corporate cash and cash equivalents, “unallocated trade and other accounts receivable” relates primarily to rebates and interest receivable, “unallocated property and equipment” relates primarily to corporate fixed assets, “unallocated deposits and other” relates primarily to insurance deposits, and “other unallocated assets” relates primarily to refundable income taxes.

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 28, 2017
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share (in thousands, except for per share data): For the 13 Weeks Ended March 28, March 29, Amounts used for basic and diluted per share calculations: Net income attributable to Panera Bread Company $ 42,494 $ 35,088 Weighted average number of shares outstanding — basic 22,488 24,105 Effect of dilutive stock-based employee compensation awards 136 109 Weighted average number of shares outstanding — diluted 22,624 24,214 Earnings per common share: Basic $ 1.89 $ 1.46 Diluted $ 1.88 $ 1.45 For each of the thirteen weeks ended March 28, 2017 and March 29, 2016 , weighted-average outstanding stock options, restricted stock, and stock-settled appreciation rights of approximately 0.1 million shares were excluded in calculating diluted earnings per share as the exercise price exceeded fair market value and the inclusion of such shares would have been antidilutive.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	3 Months Ended
	Mar. 28, 2017
Supplemental Cash Flow Information [Abstract]
Cash Flow, Supplemental Disclosures [Text Block]	Supplemental Cash Flow Information The following table sets forth supplemental cash flow information (in thousands): For the 13 Weeks Ended March 28, March 29, Cash paid during the period for: Interest $ 2,719 $ 1,496 Income taxes 4,335 6,621 Non-cash investing and financing activities: Change in accrued property and equipment purchases $ 7,918 $ (12,035 ) Accrued share repurchases — 7,465 Asset retirement obligations 84 333

Fair Value Measurements Fair Va

Fair Value Measurements Fair Value Measurements (Tables)	3 Months Ended
	Mar. 28, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 28, 2017: Cash equivalents $ 151 $ 151 $ — $ — Total assets $ 151 $ 151 $ — $ — Interest rate swaps $ 2,304 $ — $ 2,304 $ — Total liabilities $ 2,304 $ — $ 2,304 $ — December 27, 2016: Interest rate swaps $ 2,216 $ — $ 2,216 $ — Total liabilities $ 2,216 $ — $ 2,216 $ —

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 28, 2017
Inventory Disclosure [Abstract]
Inventories	March 28, December 27, 2016 Food: Fresh dough facilities: Raw materials $ 3,452 $ 3,697 Finished goods 327 266 Bakery-cafes: Raw materials 15,076 16,378 Paper goods 3,190 3,434 Total $ 22,045 $ 23,775

Accrued Expenses (Tables)

Accrued Expenses (Tables)	3 Months Ended
	Mar. 28, 2017
Payables and Accruals [Abstract]
Accrued Expenses	March 28, 2017 December 27, 2016 Unredeemed gift cards, net $ 104,834 $ 134,291 Capital expenditures 47,597 39,679 Insurance 43,605 41,720 Compensation and related employment taxes 36,312 77,742 Taxes, other than income taxes 23,788 23,269 Advertising 12,335 13,362 Occupancy costs 8,846 9,694 Fresh dough and other product operations 8,055 9,594 Deferred revenue 5,813 6,642 Utilities 5,768 5,057 Loyalty program 3,382 3,239 Other 41,884 44,348 Total $ 342,219 $ 408,637

Debt Long-term debt (Tables)

Debt Long-term debt (Tables)	3 Months Ended
	Mar. 28, 2017
Debt Instrument [Line Items]
Schedule of Long-term Debt Instruments [Table Text Block]	March 28, 2017 December 27, 2016 2014 Term Loan $ 100,000 $ 100,000 2015 Term Loan 277,500 281,250 2017 Term Loan 100,000 — Borrowings under the 2015 Credit Agreement — 40,000 2015 Note Payable 7,608 7,608 Aggregate unamortized lender fees and issuance costs (1,551 ) (1,035 ) Total carrying amount 483,557 427,823 Current portion of long-term debt 22,106 17,229 Long-term debt $ 461,451 $ 410,594

Derivative Financial Instrume26

Derivative Financial Instruments Derivative Financial Instruments (Tables)	3 Months Ended
	Mar. 28, 2017
Derivative [Line Items]
Fair Value, by Balance Sheet Grouping [Table Text Block]	Balance Sheet Location March 28, 2017 December 27, 2016 Accrued expenses $ 1,626 $ 2,078 Other long-term liabilities 678 138 Total $ 2,304 $ 2,216
Schedule of Derivative Instruments [Table Text Block]	Trade Date Effective Date Term (in Years) Initial Notional Amount (in thousands) Fixed Rate July 16, 2015 July 11, 2016 4 $ 100,000 1.75 % July 16, 2015 July 18, 2016 5 $ 142,500 1.97 % January 9, 2017 May 1, 2017 1 $ 200,000 1.31 % January 9, 2017 April 30, 2018 9 $ 187,500 2.37 %

Stockholders' Equity Stockholde

Stockholders' Equity Stockholders' Equity (Tables)	3 Months Ended
	Mar. 28, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stockholders' Equity	Stockholders' Equity Share Repurchase Authorization On May 19, 2016, the Company's Board of Directors approved a three year share repurchase authorization of up to $600 million of the Company's Class A common stock (the “2016 repurchase authorization”), pursuant to which the Company may repurchase shares from time to time on the open market or in privately negotiated transactions and which may be made under a Rule 10b5-1 plan. Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or may be held by the Company as treasury stock. The 2016 repurchase authorization may be modified, suspended, or discontinued by the Company's Board of Directors at any time. During the thirteen weeks ended March 28, 2017 , the Company repurchased 235,936 shares under the 2016 share repurchase authorization, at an average price of $ 211.89 per share, for an aggregate purchase price of approximately $50.0 million . There was approximately $347.7 million available under the 2016 repurchase authorization as of March 28, 2017. Accumulated Other Comprehensive Income (Loss) The following table summarizes changes in accumulated other comprehensive income (loss), net of tax, for the thirteen weeks ended March 28, 2017 and March 29, 2016 (in thousands): Foreign Currency Translation Adjustment Cash Flow Hedging Instruments Total March 28, 2017 Net gains (losses), beginning of period $ (2,784 ) $ (1,340 ) $ (4,124 ) Net gains (losses) recognized in OCI before reclassifications 35 (456 ) (421 ) Net (gains) losses reclassified from AOCI to earnings — 403 403 Other comprehensive income (loss), net of tax 35 (53 ) (18 ) Net gains (losses), end of period $ (2,749 ) $ (1,393 ) $ (4,142 ) March 29, 2016 Net gains (losses), beginning of period $ (3,486 ) $ (1,543 ) $ (5,029 ) Net gains (losses) recognized in OCI before reclassifications 569 (2,743 ) (2,174 ) Net (gains) losses reclassified from AOCI to earnings — — — Other comprehensive income (loss), net of tax 569 (2,743 ) (2,174 ) Net gains (losses), end of period $ (2,917 ) $ (4,286 ) $ (7,203 )
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]	Foreign Currency Translation Adjustment Cash Flow Hedging Instruments Total March 28, 2017 Net gains (losses), beginning of period $ (2,784 ) $ (1,340 ) $ (4,124 ) Net gains (losses) recognized in OCI before reclassifications 35 (456 ) (421 ) Net (gains) losses reclassified from AOCI to earnings — 403 403 Other comprehensive income (loss), net of tax 35 (53 ) (18 ) Net gains (losses), end of period $ (2,749 ) $ (1,393 ) $ (4,142 ) March 29, 2016 Net gains (losses), beginning of period $ (3,486 ) $ (1,543 ) $ (5,029 ) Net gains (losses) recognized in OCI before reclassifications 569 (2,743 ) (2,174 ) Net (gains) losses reclassified from AOCI to earnings — — — Other comprehensive income (loss), net of tax 569 (2,743 ) (2,174 ) Net gains (losses), end of period $ (2,917 ) $ (4,286 ) $ (7,203 )

Business Segment Information (T

Business Segment Information (Tables)	3 Months Ended
	Mar. 28, 2017
Segment Reporting [Abstract]
Business Segment Information	nformation related to the Company’s three business segments is as follows (in thousands): For the 13 Weeks Ended March 28, March 29, Revenues: Company bakery-cafe operations $ 636,012 $ 598,784 Franchise operations 40,369 37,852 Fresh dough and other product operations 102,453 95,899 Intercompany sales eliminations (51,201 ) (47,382 ) Total revenues $ 727,633 $ 685,153 Segment profit: Company bakery-cafe operations (1) $ 114,973 $ 99,115 Franchise operations 38,991 36,452 Fresh dough and other product operations 7,327 6,299 Total segment profit $ 161,291 $ 141,866 Depreciation and amortization $ 40,555 $ 36,257 Unallocated general and administrative expenses 47,863 46,782 Pre-opening expenses 1,367 2,196 Interest expense 3,117 1,739 Other (income) expense, net 2,782 (251 ) Income before income taxes $ 65,607 $ 55,143 Depreciation and amortization: Company bakery-cafe operations $ 29,572 $ 27,697 Fresh dough and other product operations 2,689 2,105 Corporate administration 8,294 6,455 Total depreciation and amortization $ 40,555 $ 36,257 Capital expenditures: Company bakery-cafe operations $ 32,874 $ 34,878 Fresh dough and other product operations 2,732 5,925 Corporate administration 6,723 9,770 Total capital expenditures $ 42,329 $ 50,573 (1) Includes refranchising losses of $1.1 million for the thirteen weeks ended March 29, 2016 . March 28, December 27, Segment assets: Company bakery-cafe operations $ 902,279 $ 942,653 Franchise operations 19,042 18,301 Fresh dough and other product operations 86,183 87,199 Total segment assets $ 1,007,504 $ 1,048,153 Unallocated cash and cash equivalents $ 153,355 $ 105,529 Unallocated trade and other accounts receivable 6,059 6,691 Unallocated property and equipment 119,305 117,178 Unallocated deposits and other 5,077 5,285 Other unallocated assets 8,061 18,775 Total assets $ 1,299,361 $ 1,301,611

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 28, 2017
Earnings Per Share [Abstract]
Computation of basic and diluted earnings per share	The following table sets forth the computation of basic and diluted earnings per share (in thousands, except for per share data): For the 13 Weeks Ended March 28, March 29, Amounts used for basic and diluted per share calculations: Net income attributable to Panera Bread Company $ 42,494 $ 35,088 Weighted average number of shares outstanding — basic 22,488 24,105 Effect of dilutive stock-based employee compensation awards 136 109 Weighted average number of shares outstanding — diluted 22,624 24,214 Earnings per common share: Basic $ 1.89 $ 1.46 Diluted $ 1.88 $ 1.45

Supplemental Cash Flow Inform30

Supplemental Cash Flow Information (Tables)	3 Months Ended
	Mar. 28, 2017
Supplemental Cash Flow Information [Abstract]
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]	For the 13 Weeks Ended March 28, March 29, Cash paid during the period for: Interest $ 2,719 $ 1,496 Income taxes 4,335 6,621 Non-cash investing and financing activities: Change in accrued property and equipment purchases $ 7,918 $ (12,035 ) Accrued share repurchases — 7,465 Asset retirement obligations 84 333

Basis of Presentation and Pri31

Basis of Presentation and Principles of Consolidation (Details)	3 Months Ended
	Mar. 28, 2017
Basis of Presentation and Principles of Consolidation [Abstract]
Current Fiscal Year End Date	--12-26

Pending Merger with JAB (Detail

Pending Merger with JAB (Details) - USD ($)	Apr. 25, 2017	Apr. 04, 2017	Mar. 28, 2017	Dec. 27, 2016
Common Class A [Member]
Pending Merger with JAB [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Common Class B [Member]
Pending Merger with JAB [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Subsequent Event [Member]
Pending Merger with JAB [Line Items]
Business Acquisition, Share Price		$ 315
Business Acquisition, Termination Fee		$ 215,000,000
Subsequent Event [Member] | Common Class A [Member]
Pending Merger with JAB [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Subsequent Event [Member] | Common Class B [Member]
Pending Merger with JAB [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001

Recent Accounting Pronounceme33

Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) $ in Millions	3 Months Ended
	Mar. 28, 2017USD ($)
Recent Accounting Updates [Abstract]
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification	$ 0.3

Business Combinations and Dives

Business Combinations and Divestitures (Details Textuals) - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016
Business Acquisitions And Divestitures [Line Items]
Lease termination costs and impairment of long-lived assets	$ 0	$ 905,000
Disposal Group, Including Discontinued Operation, Other Expense	0	166,000
Refranchising loss	$ 0	$ 1,071,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 28, 2017	Dec. 27, 2016
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	$ 151,000
Assets, Fair Value Disclosure, Recurring	151,000
Interest Rate Derivative Liabilities, at Fair Value	2,304,000	$ 2,216,000
Liabilities, Fair Value Disclosure, Recurring	2,304,000	2,216,000
Fair Value, Inputs, Level 1 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	151,000
Assets, Fair Value Disclosure, Recurring	151,000
Interest Rate Derivative Liabilities, at Fair Value	0	0
Liabilities, Fair Value Disclosure, Recurring	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0
Assets, Fair Value Disclosure, Recurring	0
Interest Rate Derivative Liabilities, at Fair Value	2,304,000	2,216,000
Liabilities, Fair Value Disclosure, Recurring	2,304,000	2,216,000
Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Cash and Cash Equivalents, Fair Value Disclosure	0
Assets, Fair Value Disclosure, Recurring	0
Interest Rate Derivative Liabilities, at Fair Value	0	0
Liabilities, Fair Value Disclosure, Recurring	$ 0	$ 0

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Mar. 28, 2017	Dec. 27, 2016
Inventory [Line Items]
Paper goods	$ 3,190	$ 3,434
Total	22,045	23,775
Fresh dough and other product operations [Member]
Inventory [Line Items]
Raw materials	3,452	3,697
Finished goods	327	266
Company Bakery Cafe Operations [Member]
Inventory [Line Items]
Raw materials	$ 15,076	$ 16,378

Other Intangible Assets (Detail

Other Intangible Assets (Details) $ in Millions	3 Months Ended
	Mar. 28, 2017USD ($)
Other Intangible Assets [Abstract]
Impairment of Intangible Assets, Finite-lived	$ 3

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 28, 2017	Dec. 27, 2016
Payables and Accruals [Abstract]
Unredeemed gift cards, net	$ 104,834	$ 134,291
Compensation and related employment taxes	36,312	77,742
Capital Expenditures	47,597	39,679
Insurance	43,605	41,720
Taxes, other than income taxes	23,788	23,269
Fresh dough and other product operations	8,055	9,594
Utilities	5,768	5,057
Occupancy costs	8,846	9,694
Deferred Revenue	5,813	6,642
Customer Loyalty Program Liability, Current	3,382	3,239
Advertising	12,335	13,362
Other	41,884	44,348
Total	$ 342,219	$ 408,637

Term Loan (Details Textuals)

Term Loan (Details Textuals)

1 Months Ended

3 Months Ended

5 Months Ended

7 Months Ended

9 Months Ended

Jan. 31, 2017

Mar. 28, 2017USD ($)

Mar. 29, 2016

Jun. 10, 2014

Jul. 15, 2015

Sep. 14, 2015

Feb. 01, 2017USD ($)

Jan. 09, 2017USD ($)

Dec. 27, 2016USD ($)

Sep. 15, 2015USD ($)

Jul. 16, 2015USD ($)

Jun. 11, 2014USD ($)

Debt Instrument [Line Items]

Long-term Debt, Gross

$ 483,557,000

$ 427,823,000

Notes Payable to Bank

$ 7,608,000

7,608,000

$ 12,700,000

Number of Installment Payments

5

Notes Payable to Bank, Current

$ 2,500,000

Line of Credit Facility, Initiation Date

Jul. 16, 2015

Derivative Asset, Notional Amount

$ 200,000,000

$ 242,500,000

Unamortized Debt Issuance Expense

(1,551,000)

(1,035,000)

Current portion of long-term debt

22,106,000

17,229,000

Long-term debt

461,451,000

410,594,000

2017 Term Loan [Member]

Debt Instrument [Line Items]

Debt Instrument, Issuance Date

Feb. 1, 2017

Long-term Debt, Gross

$ 100,000,000

$ 200,000,000

0

Debt Instrument, Maturity Date

Feb. 1, 2022

Debt Issuance Costs, Gross

700,000

Drawdown on Term Loan

$ 100,000,000

Debt Instrument, Interest Rate at Period End

2.19%

Consolidated Leverage Ratio

3

Consolidated Leverage Ratio Denominator

1

Consolidated Fixed Charge Coverage Ratio

2

Consolidated Fixed Charge Coverage Ratio Denominator

1

Current portion of long-term debt

$ 4,900,000

Notes Payable to Banks [Member]

Debt Instrument [Line Items]

Debt Instrument, Issuance Date

Sep. 15, 2015

2014 Term Loan [Member]

Debt Instrument [Line Items]

Debt Instrument, Issuance Date

Jun. 11, 2014

Long-term Debt, Gross

$ 100,000,000

100,000,000

$ 100,000,000

Debt Instrument, Maturity Date

Jul. 11, 2019

Debt Issuance Costs, Gross

$ 200,000

Debt Instrument, Interest Rate at Period End

2.96%

1.54%

Consolidated Leverage Ratio

3

Consolidated Leverage Ratio Denominator

1

Consolidated Fixed Charge Coverage Ratio

2

Consolidated Fixed Charge Coverage Ratio Denominator

1

2015 Term Loan [Member]

Debt Instrument [Line Items]

Debt Instrument, Issuance Date

Jul. 16, 2015

Long-term Debt, Gross

$ 277,500,000

281,250,000

300,000,000

Debt Instrument, Maturity Date

Jul. 16, 2020

Debt Issuance Costs, Gross

1,400,000

Debt Instrument, Interest Rate at Period End

2.60%

Consolidated Leverage Ratio

3

Consolidated Leverage Ratio Denominator

1

Consolidated Fixed Charge Coverage Ratio

2

Consolidated Fixed Charge Coverage Ratio Denominator

1

Current portion of long-term debt

$ 14,700,000

2017 Term Loan [Member] | LIBOR Loan [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2017 Term Loan [Member] | LIBOR Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2017 Term Loan [Member] | LIBOR Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.50%

2017 Term Loan [Member] | Base Rate Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.00%

2017 Term Loan [Member] | Base Rate Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

2017 Term Loan [Member] | Federal Funds Rate [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

2014 Term Loan [Member] | LIBOR Loan [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2014 Term Loan [Member] | LIBOR Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2014 Term Loan [Member] | LIBOR Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.50%

2014 Term Loan [Member] | Base Rate Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.00%

2014 Term Loan [Member] | Base Rate Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

2014 Term Loan [Member] | Federal Funds Rate [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

2015 Term Loan [Member] | LIBOR Loan [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2015 Term Loan [Member] | LIBOR Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2015 Term Loan [Member] | LIBOR Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.50%

2015 Term Loan [Member] | Base Rate Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.00%

2015 Term Loan [Member] | Base Rate Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

2015 Term Loan [Member] | Federal Funds Rate [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

2015 Credit Facility [Member]

Debt Instrument [Line Items]

Line of Credit Facility, Maximum Borrowing Capacity

$ 250,000,000

Line of Credit Facility, Expiration Date

Jul. 16, 2020

Line of Credit Facility, Amount Outstanding

$ 0

$ 40,000,000

Consolidated Leverage Ratio

3

Consolidated Leverage Ratio Denominator

1

Consolidated Fixed Charge Coverage Ratio

2

Consolidated Fixed Charge Coverage Ratio Denominator

1

2015 Credit Facility [Member] | LIBOR Loan [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2015 Credit Facility [Member] | LIBOR Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.00%

2015 Credit Facility [Member] | LIBOR Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

1.50%

2015 Credit Facility [Member] | Base Rate Loan [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.00%

2015 Credit Facility [Member] | Base Rate Loan [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

2015 Credit Facility [Member] | Federal Funds Rate [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

0.50%

Derivative Financial Instrume40

Derivative Financial Instruments Derivative Financial Instruments (Details) - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016	Jan. 09, 2017	Dec. 27, 2016	Jul. 16, 2015
Derivative [Line Items]
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]	For the 13 Weeks Ended March 28, March 29, Net gains (losses) recognized in OCI before reclassifications $ (456 ) $ (2,743 ) Net (gains) losses reclassified from AOCI to earnings $ 403 $ —
Gain (Loss) on Interest Rate Cash Flow Hedge Ineffectiveness	$ 0	$ 0
Derivative Asset, Notional Amount			$ 200,000,000		$ 242,500,000
Interest Rate Derivative Liabilities, at Fair Value	2,304,000			$ 2,216,000
Unrealized Gain (Loss) on Interest Rate Cash Flow Hedges, Accumulated Other Comprehensive Income (Loss), Net	(456,000)	(2,743,000)
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	1,000,000
Interest Rate Cash Flow Hedge Gain (Loss) Reclassified to Earnings, Net	$ 403,000	$ 0
2014 Term Loan [Member]
Derivative [Line Items]
Derivative, Inception Date	Jul. 16, 2015
Derivative, Effective Date	Jul. 11, 2016
Derivative, Term of Contract	4 years
Derivative Asset, Notional Amount	$ 100,000,000
Derivative, Fixed Interest Rate	1.75%
2015 Term Loan [Member]
Derivative [Line Items]
Derivative, Notional Amount Decrease	$ 1,900,000
Derivative, Inception Date	Jul. 16, 2015
Derivative, Effective Date	Jul. 18, 2016
Derivative, Term of Contract	5 years
Derivative Asset, Notional Amount	$ 142,500,000
Derivative, Fixed Interest Rate	1.97%
Interest Rate Swap Effective July 11, 2016 [Member]
Derivative [Line Items]
Derivative, Notional Amount Decrease	$ 3,300,000
Derivative, Notional Amount Decrease Change	$ 2,500,000
Derivative, Inception Date	Jan. 9, 2017
Derivative, Effective Date	May 1, 2017
Derivative, Term of Contract	1 year
Derivative Asset, Notional Amount	$ 200,000,000
Derivative, Fixed Interest Rate	1.31%
Interest Rate Swap Effective Date April 30, 2018 [Member]
Derivative [Line Items]
Derivative, Notional Amount Decrease	$ 2,500,000
Derivative, Inception Date	Jan. 9, 2017
Derivative, Effective Date	Apr. 30, 2018
Derivative, Term of Contract	9 years
Derivative Asset, Notional Amount	$ 187,500,000
Derivative, Fixed Interest Rate	2.37%
Accrued Liabilities [Member]
Derivative [Line Items]
Interest Rate Derivative Liabilities, at Fair Value	$ 1,626,000			2,078,000
Other Noncurrent Liabilities [Member]
Derivative [Line Items]
Interest Rate Derivative Liabilities, at Fair Value	$ 678,000			$ 138,000

Stockholders' Equity Share Repu

Stockholders' Equity Share Repurchase (Details) - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016	May 19, 2016
Equity, Class of Treasury Stock [Line Items]
Stock Repurchased and Retired During Period, Accrued	$ 0	$ 7,465,000
2016 Repurchase Authorization [Member]
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount			$ 600,000,000
Stock Repurchased and Retired During Period, Shares	235,936
Treasury Stock Acquired, Average Cost Per Share	$ 211.89
Stock Repurchased and Retired During Period, Value	$ 50,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 347,700,000

Stockholders' Equity Accumulate

Stockholders' Equity Accumulated Other Comprehensive Income (Details) - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016	Dec. 27, 2016	Dec. 29, 2015
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (4,142,000)	$ (7,203,000)	$ (4,124,000)	$ (5,029,000)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(421,000)	(2,174,000)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	403,000	0
Other Comprehensive Income (Loss), Net of Tax	(18,000)	(2,174,000)
Accumulated Foreign Currency Adjustment Including Portion Attributable to Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(2,749,000)	(2,917,000)	(2,784,000)	(3,486,000)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	35,000	569,000
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	0	0
Other Comprehensive Income (Loss), Net of Tax	35,000	569,000
Accumulated Net Gain (Loss) from Cash Flow Hedges Including Portion Attributable to Noncontrolling Interest [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,393,000)	(4,286,000)	$ (1,340,000)	$ (1,543,000)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax	(456,000)	(2,743,000)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax	403,000	0
Other Comprehensive Income (Loss), Net of Tax	$ (53,000)	$ (2,743,000)

Commitments and Contingencies (

Commitments and Contingencies (Detail Textuals) $ in Millions	3 Months Ended
	Mar. 28, 2017USD ($)franchisee
Guarantee of Indebtedness of Others [Member]
Loss Contingencies [Line Items]
Franchisees guaranteed under operating leases (in franchisees) | franchisee	98
Potential amount of future rental payments | $	$ 291.3
Minimum [Member]
Loss Contingencies [Line Items]
Lease Expiration Date	Jul. 15, 2020
Maximum [Member]
Loss Contingencies [Line Items]
Lease Expiration Date	Feb. 28, 2049

Business Segment Information (D

Business Segment Information (Details) - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016	Dec. 27, 2016	Dec. 29, 2015
Segment Reporting Information [Line Items]
Refranchising loss	$ 0	$ 1,071,000
Revenues:
Total revenues	727,633,000	685,153,000
Segment profit:
Total segment profit	161,291,000	141,866,000
Depreciation and amortization	40,555,000	36,257,000
Unallocated General and Administrative Expenses	49,241,000	48,182,000
Pre-opening expenses	1,367,000	2,196,000
Interest expense	3,117,000	1,739,000
Other (income) expense, net	2,782,000	(251,000)
Income before income taxes	65,607,000	55,143,000
Capital expenditures:
Capital Expenditures	42,329,000	50,573,000
Segment Assets
Unallocated cash and cash equivalents	153,355,000	159,985,000	$ 105,529,000	$ 241,886,000
Unallocated trade and other accounts receivable	49,750,000		53,519,000
Unallocated property and equipment	806,078,000		802,759,000
Total assets	1,299,361,000		1,301,611,000
Company bakery cafe operations [Member]
Revenues:
Total revenues	636,012,000	598,784,000
Franchise operations [Member]
Revenues:
Total revenues	40,369,000	37,852,000
Operating Segments [Member]
Segment profit:
Depreciation and amortization	40,555,000
Unallocated Amount to Segment [Member]
Segment profit:
Unallocated General and Administrative Expenses	47,863,000	46,782,000
Segment Assets
Unallocated cash and cash equivalents	153,355,000		105,529,000
Unallocated trade and other accounts receivable	6,059,000		6,691,000
Unallocated property and equipment	119,305,000		117,178,000
Unallocated deposits and other	5,077,000		5,285,000
Other unallocated assets	8,061,000		18,775,000
Operating Segments [Member]
Segment Assets
Total assets	1,007,504,000		1,048,153,000
Operating Segments [Member] | Company bakery cafe operations [Member]
Revenues:
Total revenues	636,012,000	598,784,000
Segment profit:
Total segment profit	114,973,000	99,115,000
Depreciation and amortization	29,572,000	27,697,000
Capital expenditures:
Capital Expenditures	32,874,000	34,878,000
Segment Assets
Total assets	902,279,000		942,653,000
Operating Segments [Member] | Franchise operations [Member]
Revenues:
Total revenues	40,369,000	37,852,000
Segment profit:
Total segment profit	38,991,000	36,452,000
Segment Assets
Total assets	19,042,000		18,301,000
Operating Segments [Member] | Fresh dough and other product operations [Member]
Revenues:
Total revenues	102,453,000	95,899,000
Segment profit:
Total segment profit	7,327,000	6,299,000
Depreciation and amortization	2,689,000	2,105,000
Capital expenditures:
Capital Expenditures	2,732,000	5,925,000
Segment Assets
Total assets	86,183,000		$ 87,199,000
Operating Segments [Member] | Corporate Administration [Member]
Segment profit:
Depreciation and amortization	8,294,000	6,455,000
Capital expenditures:
Capital Expenditures	6,723,000	9,770,000
Intersegment Eliminations [Member] | Intersegment Eliminations [Member]
Revenues:
Total revenues	$ (51,201,000)	$ (47,382,000)

Business Segment Information Bu

Business Segment Information Business Segment Information (Detail Textuals)	3 Months Ended
	Mar. 28, 2017segments
Segment Reporting [Abstract]
Maximum Delivered Cost On Fresh Dough Based On Retail Value Of End Product (as a percent)	27.00%
Segment Reporting Information Number Of Business Segments (in segments)	3

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016
Amounts used for basic and diluted per share calculations
Net income attributable to Panera Bread Company	$ 42,494	$ 35,088
Weighted average number of shares outstanding - basic (in shares)	22,488	24,105
Effect of dilutive stock-based employee compensation awards (in shares)	136	109
Weighted average number of shares outstanding - diluted (in shares)	22,624	24,214
Earnings per common share:
Basic (in dollars per share)	$ 1.89	$ 1.46
Diluted (in dollars per share)	$ 1.88	$ 1.45

Earnings Per Share (Details Tex

Earnings Per Share (Details Textuals) - shares shares in Millions	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016
Stock Compensation Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of earning per share	0.1	0.1

Supplemental Cash Flow Inform48

Supplemental Cash Flow Information (Details) - USD ($)	3 Months Ended
	Mar. 28, 2017	Mar. 29, 2016
Supplemental Cash Flow Information [Abstract]
Interest Paid	$ 2,719,000	$ 1,496,000
Income Taxes Paid	4,335,000	6,621,000
Change in Accrued Capital Expenditures	7,918,000	(12,035,000)
Stock Repurchased and Retired During Period, Accrued	0	7,465,000
Asset Retirement Obligation	$ 84,000	$ 333,000