CMG 10-Q Quarterly Report Sept. 30, 2024 | Alphaminr
CHIPOTLE MEXICAN GRILL INC
ALPHAMINR

CMG 10-Q Quarter ended Sept. 30, 2024

Balance Sheet
Cash Flow
Income Statement
Debt
CHIPOTLE MEXICAN GRILL INC
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________________________________
FORM 10-Q
__________________________________________________________________________
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
or
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
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
610 Newport Center Drive , Suite 1100 Newport Beach , CA
92660
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: ( 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 every Interactive Data File required to be submitted 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 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,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
x
Large accelerated filer
o Accelerated filer
o Non-accelerated filer
o
Smaller reporting company
o
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 25, 2024, there were 1,362,593 shares of the registrant’s common stock, par value of $0.01 per share outstanding.

TABLE OF CONTENTS

PART I
ITEM 1. FINANCIAL STATEMENTS
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
September 30,
2024 		December 31,
2023
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 698,547 $ 560,609
Accounts receivable, net 93,202 115,535
Inventory 49,848 39,309
Prepaid expenses and other current assets 87,896 117,462
Income tax receivable 82,087 52,960
Investments 668,676 734,838
Total current assets 1,680,256 1,620,713
Leasehold improvements, property and equipment, net 2,320,395 2,170,038
Long-term investments 892,487 564,488
Restricted cash 27,969 25,554
Operating lease assets 3,954,689 3,578,548
Other assets 113,935 63,082
Goodwill 21,939 21,939
Total assets $ 9,011,670 $ 8,044,362
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 221,301 $ 197,646
Accrued payroll and benefits 184,367 227,537
Accrued liabilities 181,354 147,688
Unearned revenue 180,288 209,680
Current operating lease liabilities 270,574 248,074
Total current liabilities 1,037,884 1,030,625
Commitments and contingencies (Note 11)
Long-term operating lease liabilities 4,212,868 3,803,551
Deferred income tax liabilities 79,519 89,109
Other liabilities 67,501 58,870
Total liabilities 5,397,772 4,982,155
Shareholders' equity:
Preferred stock, $ 0.01 par value, 600,000 shares authorized, no shares issued as of September 30, 2024 and December 31, 2023, respectively
- -
Common stock, $ 0.01 par value, 11,500,000 shares authorized, 1,363,639 and 1,874,139 shares issued as of September 30, 2024 and December 31, 2023, respectively
13,635 18,741
Additional paid-in capital 2,030,178 1,937,794
Treasury stock, at cost, 0 and 502,843 common shares as of September 30, 2024 and December 31, 2023, respectively
- ( 4,944,656 )
Accumulated other comprehensive loss ( 7,440 ) ( 6,657 )
Retained earnings 1,577,525 6,056,985
Total shareholders' equity 3,613,898 3,062,207
Total liabilities and shareholders' equity $ 9,011,670 $ 8,044,362
See accompanying notes to condensed consolidated financial statements.
1
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in thousands, except per share data)
(unaudited)
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Food and beverage revenue $ 2,778,034 $ 2,456,039 $ 8,417,396 $ 7,304,557
Delivery service revenue 15,542 15,909 51,147 50,772
Total revenue 2,793,576 2,471,948 8,468,543 7,355,329
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Food, beverage and packaging 855,515 734,186 2,508,264 2,165,409
Labor 696,847 616,282 2,072,924 1,811,754
Occupancy 142,570 126,269 416,932 372,097
Other operating costs 386,463 345,368 1,156,992 1,058,281
General and administrative expenses 126,614 159,501 506,267 464,337
Depreciation and amortization 84,349 78,546 251,154 233,902
Pre-opening costs 12,786 9,605 28,992 23,341
Impairment, closure costs, and asset disposals 15,176 7,241 26,417 31,842
Total operating expenses 2,320,320 2,076,998 6,967,942 6,160,963
Income from operations 473,256 394,950 1,500,601 1,194,366
Interest and other income, net 29,307 18,392 70,532 43,787
Income before income taxes 502,563 413,342 1,571,133 1,238,153
Provision for income taxes 115,175 100,125 368,787 291,502
Net income $ 387,388 $ 313,217 $ 1,202,346 $ 946,651
Earnings per share:
Basic $ 0.28 $ 0.23 $ 0.88 $ 0.69
Diluted $ 0.28 $ 0.23 $ 0.87 $ 0.68
Weighted-average common shares outstanding:
Basic 1,367,038 1,377,525 1,370,671 1,379,640
Diluted 1,374,605 1,384,062 1,379,099 1,386,934
Other comprehensive income/(loss), net of income taxes:
Foreign currency translation adjustments $ 1,074 $ ( 1,128 ) $ ( 783 ) $ ( 192 )
Comprehensive income $ 388,462 $ 312,089 $ 1,201,563 $ 946,459
See accompanying notes to condensed consolidated financial statements.
2
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
Common Stock Treasury Stock
Shares Amount Additional
Paid-In
Capital 		Shares Amount Retained
Earnings 		Accumulated Other Comprehensive Loss Total
Balance, December 31, 2022 1,865,992 $ 18,660 $ 1,811,017 484,651 $ ( 4,282,014 ) $ 4,828,248 $ ( 7,888 ) $ 2,368,023
Stock-based compensation - - 20,670 - - - - 20,670
Stock plan transactions and other 4,982 50 ( 340 ) - - - - ( 290 )
Repurchase of common stock - - - 6,241 ( 198,819 ) - - ( 198,819 )
Net income - - - - - 291,644 - 291,644
Other comprehensive income/(loss), net of income taxes - - - - - - 457 457
Balance, March 31, 2023 1,870,974 $ 18,710 $ 1,831,347 490,892 $ ( 4,480,833 ) $ 5,119,892 $ ( 7,431 ) $ 2,481,685
Stock-based compensation - - 31,467 - - - - 31,467
Stock plan transactions and other 1,993 20 ( 236 ) - - - - ( 216 )
Repurchase of common stock - - - 2,271 ( 88,319 ) - - ( 88,319 )
Net income - - - - - 341,790 - 341,790
Other comprehensive income/(loss), net of income taxes - - - - - - 479 479
Balance, June 30, 2023 1,872,967 $ 18,730 $ 1,862,578 493,163 $ ( 4,569,152 ) $ 5,461,682 $ ( 6,952 ) $ 2,766,886
Stock-based compensation - - 36,614 - - - - 36,614
Stock plan transactions and other 371 3 318 - - - - 321
Repurchase of common stock - - - 5,940 ( 229,596 ) - - ( 229,596 )
Net income - - - - - 313,217 - 313,217
Other comprehensive income/(loss), net of income taxes - - - - - - ( 1,128 ) ( 1,128 )
Balance, September 30, 2023 1,873,338 $ 18,733 $ 1,899,510 499,103 $ ( 4,798,748 ) $ 5,774,899 $ ( 8,080 ) $ 2,886,314
Balance, December 31, 2023 1,874,139 $ 18,741 $ 1,937,794 502,843 $ ( 4,944,656 ) $ 6,056,985 $ ( 6,657 ) $ 3,062,207
Stock-based compensation - - 36,681 - - - - 36,681
Stock plan transactions and other 4,002 40 2,070 - - - - 2,110
Repurchase of common stock - - - 1,935 ( 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 1,878,141 $ 18,781 $ 1,976,545 504,778 $ ( 5,042,319 ) $ 6,416,272 $ ( 7,950 ) $ 3,361,329
Stock-based compensation - - 46,160 - - - - 46,160
Stock plan transactions and other 397 4 1,097 - - - - 1,101
Repurchase of common stock - - - 2,388 ( 151,877 ) - - ( 151,877 )
Retirement of treasury stock ( 507,166 ) ( 5,072 ) - ( 507,166 ) 5,194,196 ( 5,189,124 ) - -
Net income - - - - - 455,671 - 455,671
Other comprehensive income/(loss), net of income taxes - - - - - - ( 564 ) ( 564 )
Balance, June 30, 2024 1,371,372 $ 13,713 $ 2,023,802 - $ - $ 1,682,819 $ ( 8,514 ) $ 3,711,820
Stock-based compensation - - 5,262 - - - - 5,262
Stock plan transactions and other 1,222 12 1,114 - - - - 1,126
Repurchase of common stock ( 8,955 ) ( 90 ) - - - ( 492,682 ) - ( 492,772 )
Net income - - - - - 387,388 - 387,388
Other comprehensive income/(loss), net of income taxes - - - - - - 1,074 1,074
Balance, September 30, 2024 1,363,639 $ 13,635 $ 2,030,178 - $ - $ 1,577,525 $ ( 7,440 ) $ 3,613,898
See accompanying notes to condensed consolidated financial statements.
3
CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine months ended September 30,
2024 2023
Operating activities
Net income $ 1,202,346 $ 946,651
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 251,154 233,902
Deferred income tax provision ( 9,599 ) 12,465
Impairment, closure costs, and asset disposals 24,139 30,536
Provision for credit losses ( 289 ) 565
Stock-based compensation expense 85,903 86,557
Other 2,459 ( 17,272 )
Changes in operating assets and liabilities:
Accounts receivable 22,069 33,666
Inventory ( 10,540 ) ( 4,508 )
Prepaid expenses and other current assets 21,944 ( 23,494 )
Operating lease assets 211,172 185,056
Other assets ( 17,990 ) ( 6,939 )
Accounts payable 22,290 4,886
Accrued payroll and benefits ( 42,774 ) ( 14,902 )
Accrued liabilities 23,488 1,882
Unearned revenue ( 22,745 ) ( 21,190 )
Income tax payable/receivable ( 29,100 ) 220,427
Operating lease liabilities ( 155,770 ) ( 156,180 )
Other long-term liabilities 149 5,910
Net cash provided by operating activities 1,578,306 1,518,018
Investing activities
Purchases of leasehold improvements, property and equipment ( 420,718 ) ( 388,801 )
Purchases of investments ( 828,846 ) ( 845,981 )
Maturities of investments 548,070 440,788
Net cash used in investing activities ( 701,494 ) ( 793,994 )
Financing activities
Repurchase of common stock ( 662,605 ) ( 437,305 )
Tax withholding on stock-based compensation awards ( 73,349 ) ( 68,613 )
Other financing activities 990 546
Net cash used in financing activities ( 734,964 ) ( 505,372 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,495 ) 4
Net change in cash, cash equivalents, and restricted cash 140,353 218,656
Cash, cash equivalents, and restricted cash at beginning of period 586,163 408,966
Cash, cash equivalents, and restricted cash at end of period $ 726,516 $ 627,622
Supplemental disclosures of cash flow information
Income taxes paid $ 408,553 $ 54,615
Purchases of leasehold improvements, property and equipment accrued in accounts payable and accrued liabilities $ 78,798 $ 81,724
Repurchase of common stock accrued in accounts payable and accrued liabilities $ 12,000 $ 15,312
See accompanying notes to condensed consolidated financial statements.
4
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 relevant menu of burritos, burrito bowls, quesadillas, tacos, and salads, made using fresh, high-quality ingredients. As of September 30, 2024, we operated 3,615 restaurants including 3,540 Chipotle restaurants within the United States and 75 international Chipotle restaurants. Additionally, we had two international licensed restaurants. We manage our U.S. operations based on nine regions and aggregate our operations to one reportable segment.

On June 26, 2024, we effected a 50 -for-1 stock split of our common stock and proportionately increased the number of authorized shares of common stock. All share and per share information, including share-based compensation, throughout this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the stock split. The shares of common stock retain a par value of $ 0.01 per share. Accordingly, an amount equal to the par value of the additional shares issued in the stock split was reclassified from capital in excess of par value to common stock. In the second quarter of 2024 we retired all treasury stock owned, which was recognized as a deduction from common stock for the shares' par value and the excess of cost over par as a deduction from retained earnings. All shares of common stock that we repurchase will be immediately retired and no longer held as treasury stock.
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, 2023.
2. Recently Issued Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. We expect to adopt the guidance in our annual report on Form 10-K for the year ending December 31, 2024 and thereafter. We are currently evaluating the impact of adopting this ASU on our disclosures and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We are currently evaluating the impact of adopting this ASU on our disclosures.
In March 2024, the Securities and Exchange Commission ("SEC") issued its final climate disclosure rules. The rules require disclosure of climate-related information outside of the audited financial statements and disclosure in the footnotes addressing specified financial statement effects of severe weather events and other natural conditions above certain financial thresholds, certain carbon offsets and renewable energy credits or certificates, if material. Disclosure requirements will begin phasing in for fiscal years beginning on or after January 1, 2025. On April 4, 2024, the SEC determined to voluntarily stay the effective date of the final rules pending certain legal challenges. We are currently evaluating the impact of adopting the new rules and intend to include the updated climate-related disclosures in our filings when required.
We reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements.
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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 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 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 gift card liability included in unearned revenue on the condensed consolidated balance sheets was as follows:
September 30,
2024 		December 31,
2023
Gift card liability $ 130,813 $ 164,930
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 September 30, Nine months ended September 30,
2024 2023 2024 2023
Revenue recognized from gift card liability balance at the beginning of the year $ 6,906 $ 6,481 $ 64,104 $ 56,402
Chipotle Rewards
We 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 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 costs associated with rewards redeemed are primarily included in food, beverage, and packaging on our condensed consolidated statements of income and 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 beverage revenue on the condensed consolidated statements of 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.
Changes in our Chipotle Rewards liability included in unearned revenue on the condensed consolidated balance sheets were as follows:
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Chipotle Rewards liability, beginning balance $ 49,183 $ 40,923 $ 44,750 $ 38,057
Revenue deferred 39,792 32,947 120,024 95,672
Revenue recognized ( 39,500 ) ( 32,794 ) ( 115,299 ) ( 92,653 )
Chipotle Rewards liability, ending balance $ 49,475 $ 41,076 $ 49,475 $ 41,076
6
4. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The carrying value of our cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximate fair value because of their short-term nature.
Our held-to-maturity investments are comprised of U.S. Treasury securities and corporate debt securities, which are held at amortized cost. We also have investments in notes receivable. Convertible notes are held at fair-value. Additionally, we maintain a deferred compensation plan with related assets held in a rabbi trust.
The following tables show our cash, cash equivalents, and debt investments by significant investment category as of September 30, 2024 and December 31, 2023:
September 30, 2024
Adjusted cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Investments Long-term Investments
Cash $ 75,775 $ - $ - $ 75,775 $ 75,775 $ - $ -
Level 1
Money market funds 545,215 - - 545,215 545,215 - -
Time deposits 77,557 - - 77,557 77,557 - -
U.S. Treasury securities 1,422,910 12,552 87 1,435,375 - 634,119 788,791
Corporate debt securities 48,127 355 - 48,482 - 29,851 18,276
Subtotal 2,093,809 12,907 87 2,106,629 622,772 663,970 807,067
Level 3
Corporate debt security (1)
16,801 - 17 16,784 - 1,600 15,201
Notes receivable (2)
4,593 233 - 4,826 - 3,106 1,720
Subtotal 21,394 233 17 21,610 - 4,706 16,921
Total $ 2,190,978 $ 13,140 $ 104 $ 2,204,014 $ 698,547 $ 668,676 $ 823,988
7

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
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 (1)
17,401 - 27 17,374 - 999 16,402
Notes receivable (2)
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) The fair value of the corporate debt security is measured using Level 3 (unobservable) inputs. We determined the fair value for the corporate debt security using an internally-developed valuation model and unobservable inputs include credit and liquidity spreads and effective maturity.
(2) 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 notes receivable using an internally-developed valuation model and unobservable inputs include estimates of the equity value of the underlying business and the timing and probability of future financing events.
Rabbi Trust
We 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 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, carried at fair value and are included in other assets on the condensed consolidated balance sheets. We record trading gains and losses, 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 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 and nine months ended September 30, 2024 and 2023, nonrecurring fair value measurements resulting in asset impairments were not material.
8
5. Equity Investments
The following table summarizes our equity investments as of September 30, 2024, and December 31, 2023:
September 30,
2024 		December 31,
2023
Equity method investments $ 29,401 $ 8,896
Other investments 68,499 45,864
Total $ 97,900 $ 54,760
Equity Method Investments
As of September 30, 2024 and December 31, 2023, we owned 6,487 and 4,325 shares of common stock of Tractor Beverages, Inc. (“Tractor”). As of September 30, 2024, our investment represents ownership of approximately 13.8 % of Tractor, and we have invested total cash consideration of $ 14,872 . As we are a significant customer of Tractor and maintain board representation, we are accounting for our investment under the equity method. There were no impairment charges for the nine months ended September 30, 2024 or 2023, associated with this equity method investment. The investment in common stock is included within other assets on the condensed consolidated balance sheets with a carrying value of $ 19,401 and $ 8,896 as of September 30, 2024 and December 31, 2023, respectively. Refer to Note 13, "Related Party Transactions" for related party disclosures.
Other Investments
During the three months ended September 30, 2024, we invested $ 15,000 in exchange for 2,746 shares of the Series B Preferred Stock of Hyphen Technologies, Inc. ("Hyphen") through the Cultivate Next Fund. As a result of Hyphen's Series B financing, the convertible notes receivable which we held prior to the financing converted into 3,073 shares of the Series B Preferred Stock of Hyphen. During the three months ended September 30, 2024, we recognized a gain of $ 4,635 related to the conversion. As of September 30, 2024, we held 5,819 shares of the Series B Preferred Stock of Hyphen. Hyphen 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 September 30, 2024, we have recognized a cumulative gain of $ 6,782 related to our investment in Hyphen. The investment is included within long-term investments on the condensed consolidated balance sheet with a carrying value of $ 31,782 as of September 30, 2024.
As of September 30, 2024, we 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 September 30, 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 September 30, 2024 and December 31, 2023, respectively.
As of September 30, 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 $ 20,749 and $ 21,221 as of September 30, 2024 and December 31, 2023, respectively.
6. Shareholders’ Equity
We have had a stock repurchase program in place since 2008. As of September 30, 2024, we had $ 1,059,595 authorized for repurchasing shares of our common stock, which includes $ 400,000 in additional authorizations approved by our Board of Directors on August 21, 2024 and $ 500,000 in additional authorizations approved by our Board of Directors on September 19, 2024. Prior to June 26, 2024, shares we repurchased were held in treasury stock until they are reissued or retired at the discretion of our Board of Directors. Beginning on June 26, 2024, all shares of common stock that we repurchase are immediately retired and not held as treasury stock.
During the second quarter of 2024, we retired 507,166 shares of its common stock that were being held as treasury stock. The retirement resulted in a reduction of $ 5,194,196 in treasury stock, $ 5,072 in the par value of common stock, and $ 5,189,124 in retained earnings.
During the nine months ended September 30, 2024, 1,724 shares of common stock at a total cost of $ 73,349 were netted and surrendered as payment for minimum statutory withholding obligations in connection with the vesting of outstanding stock awards. During the nine months ended September 30, 2023, 2,011 shares of common stock at a total cost of $ 67,474 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.
9
7. Stock-Based Compensation
Pursuant to the 2022 Stock Incentive Plan, we grant stock-only stock appreciation rights ("SOSARs"), restricted stock units ("RSUs"), and performance stock units ("PSUs") to employees and non-employee directors. SOSARs and RSUs generally vest in two equal installments on the second and third anniversary of the grant date. PSUs are subject to service, market and performance vesting conditions, and the quantity of shares that vest will range from 0 % to 300 % of the targeted number of shares.
During the three months ended September 30, 2024, our now former CEO terminated employment with the company and forfeited all of his unvested equity awards. This resulted in a reversal of expense of $ 27,863 in the current quarter. In response to the CEO departure, we granted retention RSUs to key executives. These awards have various vesting terms, and will vest over one , two or three years . Total expense recognized for the retention RSUs in the current quarter was $ 5,134 . The impact of the CEO forfeiture and employee retention awards are reflected in the tables below.
Total stock-based compensation expense was as follows:
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Stock-based compensation $ 5,262 $ 36,614 $ 88,103 $ 88,751
Stock-based compensation, net of income taxes $ ( 1,058 ) $ 31,065 $ 69,160 $ 74,966
Total capitalized stock-based compensation included in leasehold improvements, property and equipment, net on the condensed consolidated balance sheets $ 602 $ 813 $ 2,200 $ 2,194
Excess tax benefit on stock-based compensation recognized in provision for income taxes on the condensed consolidated statements of income and comprehensive income $ 3,073 $ 994 $ 19,161 $ 23,004
.
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 14,738 $ 26.05 $ 290,156
Granted 2,484 52.98
Exercised ( 4,012 ) 20.61
Forfeited ( 1,733 ) 38.49
Outstanding, September 30, 2024 11,477 31.90 4.10 295,564
Exercisable, September 30, 2024 5,084 23.39 2.39 174,018
Vested and expected to vest, September 30, 2024 10,911 31.41 4.02 286,376
10

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 3,004 $ 32.08
Granted 2,578 53.63
Vested ( 906 ) 31.95
Forfeited ( 260 ) 38.92
Outstanding, September 30, 2024 4,416 44.29
Vested and expected to vest, September 30, 2024 3,875 44.06
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 2,794 $ 31.24
Granted 849 52.77
Vested ( 777 ) 29.59
Forfeited ( 838 ) 37.88
Outstanding, September 30, 2024 2,028 38.15
Vested and expected to vest, September 30, 2024* 3,580 37.91
*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 three months ended September 30, 2024, was 22.9 %, a decrease from an effective income tax rate of 24.2 % for the three months ended September 30, 2023. The decrease was primarily driven by reductions to nondeductible expenses, the release of income tax reserves, and additional tax benefits related to option exercises and equity vesting, partially offset with a decrease in return to provision benefit in the comparable period.
The effective income tax rate for the nine months ended September 30, 2024 and 2023, was 23.5 %, and primarily differed from the 21% U.S. federal statutory income tax rate due to the effects of state income taxes and nondeductible expenses, partially offset by the tax benefits on 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 years.
11
Supplemental disclosures of cash flow information related to leases were as follows:
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Cash paid for operating lease liabilities $ 117,424 $ 105,416 $ 344,725 $ 312,214
Operating lease assets obtained in exchange for operating lease liabilities $ 247,977 $ 185,519 $ 570,775 $ 438,510
Derecognition of operating lease assets due to terminations or impairment $ 110 $ 1,232 $ 1,535 $ 6,391
10. Earnings Per Share
The following table sets forth the computations of basic and diluted earnings per share (in thousands, except per share data):
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Net income $ 387,388 $ 313,217 $ 1,202,346 $ 946,651
Shares:
Weighted-average number of common shares outstanding (for basic calculation) 1,367,038 1,377,525 1,370,671 1,379,640
Dilutive stock awards 7,567 6,537 8,428 7,294
Weighted-average number of common shares outstanding (for diluted calculation) 1,374,605 1,384,062 1,379,099 1,386,934
Basic earnings per share $ 0.28 $ 0.23 $ 0.88 $ 0.69
Diluted earnings per share $ 0.28 $ 0.23 $ 0.87 $ 0.68
The following stock awards were excluded from the calculation of diluted earnings per share:
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Stock awards subject to performance conditions 2,028 2,801 2,437 2,684
Stock awards that were antidilutive 2,346 3,032 2,390 4,674
Total stock awards excluded from diluted earnings per share 4,374 5,833 4,827 7,358
11. Commitments and Contingencies
Purchase Obligations
We enter into various purchase obligations in the ordinary course of business, generally of a short-term nature. Those that are binding primarily relate to commitments for food purchases and supplies, capital projects, corporate assets, information technology, marketing initiatives and corporate sponsorships, and other miscellaneous items.
Litigation
We are involved in various 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, 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 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 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.
12
Accrual for Estimated Liability
In relation to various legal matters, we had an accrued legal liability balance of $ 14,958 and $ 7,640 included within accrued liabilities on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.
12. Debt
As of September 30, 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 3.0 x, maintaining a consolidated fixed charge coverage ratio of greater than 1.5 x, 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 September 30, 2024 and December 31, 2023, respectively.
13. Related Party Transactions
As of September 30, 2024, we owned approximately 13.8 % 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 September 30, 2024 and 2023, purchases from the supplier were $ 13,788 and $ 12,509 , respectively. During the nine months ended September 30, 2024 and 2023, purchases from the supplier were $ 38,754 and $ 32,682 , 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 Vebu is a related party. Our investment, which is comprised of preferred shares, is accounted for as a non-marketable equity investment and is included within long-term investments on the condensed consolidated balance sheet. During the three months ended September 30, 2024 and 2023, purchases from Vebu were $ 545 and $ 248 , respectively. During the nine months ended September 30, 2024 and 2023, purchases from Vebu were $ 545 and $ 991 , 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 are forward-looking statements as defined in the Private Securities Litigation Reform Act of 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 expectations for utilization of cash flow from operations, our ability to manage risks and volatility 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”, “project”, “target”, "goal" and similar terms and phrases, including references to assumptions, to identify forward-looking statements. The forward-looking statements in this report are based on currently available operating, financial and competitive information available to us as of the date 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, including but not limited to: increasing wage inflation, including as a result of state or local regulations mandating higher minimum wages, 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, interruptions or outages; privacy and cyber security risks, including risk of breaches, unauthorized access, theft, modification, destruction or ransom 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 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, including through licensed restaurants in the Middle East; increases in ingredient and other operating costs due to inflation, global conflicts, severe weather and 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 chain disruptions; the uncertainty of our ability to achieve expected levels of comparable restaurant sales due to factors such as changes in guests' perceptions of our brand, including as a result of negative publicity or social media posts, 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 and the IT infrastructure; litigation risks, including possible governmental actions and potential class action litigation related to food safety incidents, cybersecurity incidents, employment or privacy laws, advertising claims, contract disputes or other matters; and other risk factors described from time to time in our SEC reports, including our Annual Report on Form 10-K for the year ended December 31, 2023, and in other reports filed with the SEC, all of which are available on the investor relations page of our website at ir.Chipotle.com.
As of September 30, 2024, we operated 3,540 Chipotle restaurants throughout the United States and 75 international Chipotle restaurants. Additionally, we had two international licensed restaurants. We manage our U.S. operations based on nine regions and aggregate our operations to 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 investors because management uses these metrics to assess the growth of our business and the effectiveness of our marketing and operational strategies:
• Comparable restaurant sales
• Food, beverage, and packaging as a percentage of total revenue
• Labor as a percentage of total revenue
• Occupancy as a percentage of total revenue
• Other operating costs as a percentage of total revenue
• New restaurant openings
Third Quarter 2024 Financial Highlights, year-over-year:
• Total revenue increased 13.0% to $2.8 billion
• Comparable restaurant sales increased 6.0%
• Diluted earnings per share was $0.28, a 21.7% increase from $0.23, which includes a $0.01 after-tax net benefit in stock-based compensation expense due to unvested equity awards forfeited by our former CEO and related retention equity awards granted to key executives, an unrealized gain on a long-term investment, and an impairment charge related to a software asset.
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Sales Trends . Comparable restaurant sales increased 6.0% for the three months ended September 30, 2024. The increase is attributable to higher transactions of 3.3% and a 2.7% increase in average check. Comparable restaurant sales represent the change in period-over-period total revenue for restaurants in operation for at least 13 full calendar months. Digital sales represented 34.0% of total food and beverage revenue.
Restaurant Development. During the three months ended September 30, 2024, we opened 86 company-operated restaurants, which included 73 restaurants with a Chipotlane. We are on track to open approximately 285 to 315 new company-operated restaurants in 2024 and expect to open approximately 315 to 345 new company-operated restaurants in 2025, which assumes utility, construction, permit and inspection delays do not worsen. We expect that at least 80% of our new company-operated restaurants will include a Chipotlane.
Licensing. During the three months ended September 30, 2024, we opened one licensed restaurant in Kuwait in partnership with international licensed retail operator Alshaya Group.
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, which is financed almost entirely by Chipotle. During the three months ended September 30, 2024, we made $28.0 million in investments through this Fund.
Restaurant Activity
The following table details company-operated restaurant unit data for the periods indicated.
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Beginning of period 3,530 3,268 3,437 3,187
Chipotle openings 86 62 185 149
Non-Chipotle openings - - - 1
Chipotle permanent closures (1) (1) (5) (1)
Chipotle relocations - (2) (2) (9)
Non-Chipotle permanent closures - (6) - (6)
Total at end of period 3,615 3,321 3,615 3,321
The following table details licensed restaurant unit data for the periods indicated.
Three months ended September 30, Nine months ended September 30,
2024 2023 2024 2023
Beginning of period 1 - - -
Licensed restaurant openings 1 - 2 -
Total at end of period 2 - 2 -


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Results of Operations
Our results of operations as a percentage of total revenue and period-over-period change are discussed in the following section.
Revenue
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Food and beverage revenue $ 2,778.0 $ 2,456.0 13.1 % $ 8,417.4 $ 7,304.6 15.2 %
Delivery service revenue 15.5 15.9 (2.3 %) 51.1 50.8 0.7 %
Total revenue $ 2,793.6 $ 2,471.9 13.0 % $ 8,468.5 $ 7,355.3 15.1 %
Average restaurant sales (1)
$ 3.184 $ 2.972 7.1 % $ 3.184 $ 2.972 7.1 %
Comparable restaurant sales increase 6.0% 5.0% 8.1 % 7.7 %
Transactions 3.3% 4.1% 5.8% 4.3%
Average check 2.7% 0.9% 2.3% 3.4%
Menu price increase 3.6% 2.8% 3.2% 6.0%
Check mix (0.9 %) (1.9 %) (0.9 %) (2.6 %)
(1) Average restaurant sales refer to the average trailing 12-month food and beverage revenue for restaurants in operation for at least 12 full calendar months.
The following is a summary of the change in restaurant sales for the period indicated:
Three months ended Nine months ended
(dollars in millions)
For the period ended September 30, 2023 $ 2,471.9 $ 7,355.3
Change from:
Comparable restaurant sales 141.9 568.0
Restaurant not yet in comparable base opened in 2024 84.1 144.5
Restaurant not yet in comparable base opened in 2023 96.5 404.1
Other (0.8) (3.4)
For the period ended September 30, 2024 $ 2,793.6 $ 8,468.5
Food, Beverage and Packaging Costs
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Food, beverage and packaging $ 855.5 $ 734.2 16.5 % $ 2,508.3 $ 2,165.4 15.8 %
As a percentage of total revenue 30.6 % 29.7 % 0.9 % 29.6 % 29.4 % 0.2 %
Food, beverage and packaging costs increased 0.9% as a percentage of total revenue for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was due to inflation across several ingredient costs, primarily avocados and dairy, higher usage of ingredients as we focused on ensuring consistent and generous portions, and a protein mix shift from the Smoked Brisket limited time offering. This increase was partially offset by a 1.2% benefit from menu price increases in the prior year.
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Food, beverage and packaging costs increased 0.2% as a percentage of total revenue for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase was due to higher usage of ingredients as we focused on ensuring consistent and generous portions, inflation across several ingredient costs, primarily avocados, and a protein mix shift from a Braised Beef Barbacoa marketing initiative and the Smoked Brisket limited time offering. This increase was partially offset by a 1.1% benefit from menu price increases in the prior year.
Labor Costs
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Labor costs $ 696.8 $ 616.3 13.1 % $ 2,072.9 $ 1,811.8 14.4 %
As a percentage of total revenue 24.9 % 24.9 % — % 24.5 % 24.6 % (0.1 %)
Labor costs remained flat as a percentage of total revenue for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The 1.0% benefit from sales leverage was offset by 0.8% due to restaurant wage inflation, of which 0.5% was due to minimum wage increases for our restaurants in California.
Labor costs decreased 0.1% as a percentage of total revenue for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, including 1.2% from sales leverage, partially offset by 0.9% due to restaurant wage inflation, of which 0.3% was due to minimum wage increases for our restaurants in California.
Occupancy Costs
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Occupancy costs $ 142.6 $ 126.3 12.9 % $ 416.9 $ 372.1 12.0 %
As a percentage of total revenue 5.1 % 5.1 % — % 4.9 % 5.1 % (0.2 %)
Occupancy costs remained flat as a percentage of total revenue for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The 0.3% benefit from sales leverage was offset by 0.2% due to increased occupancy expense associated with existing restaurants.
Occupancy costs decreased 0.2% as a percentage of total revenue for t he nine m onths ended September 30, 2024 compared to the nine months ended September 30, 2023, including 0.4% from sales leverage, partially offset by 0.2% due to increased occupancy expense associated with existing restaurants.
Other Operating Costs
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Other operating costs $ 386.5 $ 345.4 11.9 % $ 1,157.0 $ 1058.3 9.3 %
As a percentage of total revenue 13.8 % 14.0 % (0.2 %) 13.7 % 14.4 % (0.7 %)
Other operating costs decreased 0.2% as a percentage of total revenue for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to 0.4% of sales leverage and 0.2% of lower delivery expenses, partially offset by 0.2% of higher advertising and marketing promotions expense.
Other operating costs decreased 0.7% as a percentage of total revenue for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to 0.6% of sales leverage and 0.2% of lower delivery expenses.
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General and Administrative Expenses
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
General and administrative expenses $ 126.6 $ 159.5 (20.6 %) $ 506.3 $ 464.3 9.0 %
As a percentage of total revenue 4.5 % 6.5 % (2.0 %) 6.0 % 6.3 % (0.3 %)
The following is a summary of the change in general and administrative expense for the period indicated:
Three months ended Nine months ended
(dollars in millions)
For the period ended September 30, 2023 $ 159.5 $ 464.3
Change from:
Stock-based compensation, primarily forfeitures and, to a lesser extent, performance-based awards (32.0) (2.6)
Performance bonuses (5.7) (0.4)
Legal contingencies (2.2) 12.3
Restructuring costs (1.4) (6.5)
Conferences, primarily biennial All Managers’ Conference (0.3) 17.8
Outside services related to corporate initiatives 1.4 7.5
Wages 6.7 14.1
Other 0.6 (0.2)
For the period ended September 30, 2024 $ 126.6 $ 506.3
Depreciation and Amortization
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Depreciation and amortization $ 84.3 $ 78.5 7.4 % $ 251.2 $ 233.9 7.4 %
As a percentage of total revenue 3.0 % 3.2 % (0.2 %) 3.0 % 3.2 % (0.2 %)
Depreciation and amortization decreased 0.2% as a percentage of total revenue for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023, primarily due to sales leverage, partially offset by increased depreciation expense associated with new restaurants.
Impairment, Closure Costs, and Asset Disposals
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Impairment, closure costs, and asset disposals $ 15.2 $ 7.2 109.6 % $ 26.4 $ 31.8 (17.0 %)
As a percentage of total revenue 0.5 % 0.3 % 0.2 % 0.3 % 0.4 % (0.1 %)
Impairment, closure costs, and asset disposals increased in dollar terms for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to property and equipment impairment charges related to a software asset.
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Impairment, closure costs, and asset disposals decreased in dollar terms for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to higher charges related to the replacement of certain leasehold improvements in the comparable period.
Interest and Other Income, Net
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Interest and other income, net $ 29.3 $ 18.4 59.3 % $ 70.5 $ 43.8 61.1 %
As a percentage of total revenue 1.0 % 0.7 % 0.3 % 0.8 % 0.6 % 0.2 %
Interest and other income, net increased in dollar terms for the three and nine months ended September 30, 2024 compared to the three and nine months ended September 30, 2023 , primarily due to increased interest income on our investments in U.S. Treasury securities, money market funds and time deposits due to a higher average investment balance and higher interest rates.
Provision for Income Taxes
Three months ended September 30, Percentage Nine months ended September 30, Percentage
2024 2023 change 2024 2023 change
(dollars in millions) (dollars in millions)
Provision for income taxes $ 115.2 $ 100.1 15.0 % $ 368.8 $ 291.5 26.5 %
Effective income tax rate 22.9 % 24.2 % (1.3 %) 23.5 % 23.5 % — %
The effective income tax rate decreased 1.3% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, including 1.3% reduction in nondeductible expenses, a 0.4% release of income tax reserves, and a 0.4% in additional tax benefits related to option exercises and equity vesting, partially offset with a 0.8% decrease in return to provision benefit in 2023 versus 2024.
The effective income tax rate remained flat for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The nine months ended September 30, 2024, had a 0.6% decrease in tax benefits related to option exercises and equity vesting and a 0.3% decrease in return to provision benefit in 2023 versus 2024, partially offset by a 0.5% decrease in tax reserves and 0.4% reduction in nondeductible expenses.
Seasonality
Seasonal factors cause our profitability to fluctuate from quarter to quarter. Historically, our average daily restaurant sales and net income 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, worldwide health pandemics, impact of inflation on consumer spending, fluctuations in food or packaging costs, or the timing of menu price 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 closure of restaurants. New restaurants typically have higher operating costs following opening because of the expenses associated with their opening and 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
Cash and Investments
As of September 30, 2024 , we had a cash and marketable investments balance of $2.2 billion , non-marketable investments of $85.4 million and $28.0 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 cash flow from operations to: repurchase additional shares of our common stock subject to market conditions; invest in, maintain, and refurbish our existing restaurants; and for general corporate purposes. As of September 30, 2024 , $1,059.6 million remained available for repurchases of 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 September 30, 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 sufficient to meet ongoing capital expenditures, working capital requirements and other cash needs for the foreseeable future. Assuming no significant declines in comparable restaurant sales, we expect we will generate positive cash flow for the foreseeable future.
We 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, beverages and supplies sometime after the receipt of those items, generally within ten days, thereby reducing the need for incremental working capital to support our growth.
Cash Flows
Cash provided by operating activities was $1.6 billion for the nine months ended September 30, 2024, compared to $1.5 billion for the nine months ended September 30, 2023. The increase was primarily due to higher net earnings and, to a lesser extent, net cash changes in non-tax operating assets and liabilities. This increase was partially offset by timing of tax-related payments.
Cash used in investing activities was $701.5 million for the nine months ended September 30, 2024, compared to $794.0 million for the nine months ended September 30, 2023. The change was primarily associated with a $124.4 million decrease in investment purchases net of investment maturities. This was partially offset by increased capital expenditures of $31.9 million primarily related to new restaurant development.
Cash used in financing activities was $735.0 million for the nine months ended September 30, 2024, compared to $505.4 million for the nine months ended September 30, 2023. The change was primarily due to increased repurchases of common stock of $225.3 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 to our critical accounting estimates as described in our annual report on Form 10-K for the year ended December 31, 2023.
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ITEM 3. QUANTITATIVE AND QUALITATIVE 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 and utilities to run our restaurants, are ingredients or 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, 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 or based on changes in industry indices, and range forward protocols under which we agree on a price range for the duration of 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 some cases, we have minimum purchase obligations. We have tried to increase, where practical, the number of suppliers for our ingredients, which we believe can help mitigate pricing 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 exposed to interest rate risk through fluctuations of interest rates on our investments. As of September 30, 2024, we had $2.3 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.
Foreign Currency Exchange Risk
A portion of our operations 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 Officer, as appropriate, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As of September 30, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial 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 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 fiscal quarter ended September 30, 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, refer to Note 11. "Commitments and Contingencies" in our condensed consolidated financial statements included in Item 1. “Financial Statements.”
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ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
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 quarter of 2024.
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 2,959,476 $ 55.30 2,959,476 $ 484,073,494
Purchased 7/1 through 7/31
August 4,012,599 $ 53.46 4,012,599 $ 669,552,782
Purchased 8/1 through 8/31
September 1,976,413 $ 55.64 1,976,413 $ 1,059,594,847
Purchased 9/1 through 9/30
Total 8,948,488 $ 54.55 8,948,488
(1) Shares were repurchased pursuant to repurchase programs announced on October 26, 2023, February 6, 2024, and July 24, 2024.
(2) The September total includes $400 million in additional authorizations approved by our Board of Directors on August 21, 2024 and $500 million in additional authorizations approved by our Board of Directors on September 19, 2024, and announced on October 29, 2024. 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
Adoption or Termination of 10b5-1 Trading Plans
During the quarter ended September 30, 2024, no Section 16 officer or director, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) 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
10.1† - - - - X
10.2† - - - - X
10.3† - - - - X
10.4† - - - - X
10.5† - - - - X
31.1 - - - - X
31.2 - - - - X
32.1 - - - - 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/ Jamie McConnell
Name: Jamie McConnell
Title:
Chief Accounting and Administrative Officer (principal accounting officer and duly authorized signatory for the registrant)
Date: October 29, 2024
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