0001058090FALSE00010580902024-10-292024-10-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2024
CHIPOTLE MEXICAN GRILL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of
incorporation)
1-32731
(Commission File Number)
84-1219301
(I.R.S. 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
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.01 per shareCMGNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02 Results of Operations and Financial Condition.
On October 29, 2024, we issued a press release announcing earnings and other financial results for our fiscal quarter ended September 30, 2024, and that management would review these results in a conference call at 4:30 pm Eastern time on October 29, 2024.
Item 8.01 Other Events.
On October 29, 2024, we announced that our Board of Directors has authorized repurchases of common stock with a total aggregate purchase price of $900 million, exclusive of commissions. This repurchase authorization is in addition to previously announced repurchase authorizations. The repurchase program may be modified, suspended, or discontinued at any time.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
Exhibit NumberExhibit Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Chipotle Mexican Grill, Inc.
October 29, 2024
By:
/s/ Jamie McConnell
Name: Jamie McConnell
Title: Chief Accounting and Administrative Officer


Exhibit 99.1
picture1.jpg
EARNINGS RELEASE
PR Contact: Laurie Schalow
(949) 524-4035
MediaRelations@chipotle.com
IR Contact: Cindy Olsen, CFA
(949) 524-4205
Cindy.Olsen@chipotle.com
CHIPOTLE ANNOUNCES THIRD QUARTER 2024 RESULTS
COMPARABLE SALES INCREASE 6% DRIVEN BY OVER 3% TRANSACTION GROWTH
NEWPORT BEACH, Calif. – October 29, 2024 – Chipotle Mexican Grill, Inc. (NYSE: CMG) today reported financial results for its third quarter ended September 30, 2024.
Third quarter highlights, year over year:
•Total revenue increased 13.0% to $2.8 billion
•Comparable restaurant sales increased 6.0%
•Operating margin was 16.9%, an increase from 16.0%
•Restaurant level operating margin was 25.5%1, a decrease from 26.3%1
•Diluted earnings per share was $0.28, a 21.7% increase from $0.232.
•Adjusted diluted earnings per share was $0.271, a 17.4% increase from $0.231
•Opened 86 new company-operated restaurants with 73 locations including a Chipotlane, and one international licensed restaurant
"Our focus on exceptional people, food and throughput and the long-awaited return of Smoked Brisket drove another quarter of strong results led by transaction growth," said Scott Boatwright, Interim CEO, Chipotle. "Our teams work hard to deliver extraordinary value to our guests as they provide our fresh, delicious and customizable culinary experience, at accessible prices to millions of people every day. They are the backbone of Chipotle and, together with our support centers, we will continue to execute against our five key strategies that help us win today, while we grow our future. This will help us to achieve our long-term target of reaching 7,000 restaurants in North America and move towards a more global brand."
Results for the three months ended September 30, 2024:
Total revenue in the third quarter of 2024 was $2.8 billion, an increase of 13.0% compared to the third quarter of 2023. The increase in total revenue was driven by new restaurant openings and a 6.0% increase in comparable restaurant sales due to higher transactions of 3.3% and a 2.7% increase in average check. Digital sales represented 34.0% of total food and beverage revenue.
During the third quarter we opened 86 new company-operated restaurants, of which 73 included a Chipotlane, and one international licensed restaurant. Chipotlanes continue to perform well and are helping enhance guest access and convenience, as well as increase new restaurant sales, margins, and returns.
Food, beverage and packaging costs in the third quarter of 2024 were 30.6% of total revenue, an increase from 29.7% in the third quarter of 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 success of our Smoked Brisket limited time offer. This increase was partially offset by the benefit of menu price increases in the prior year.

1Restaurant level operating margin, adjusted diluted earnings per share, adjusted net income, non-GAAP general and administrative expenses, and non-GAAP effective income tax rate are non-GAAP financial measures. Reconciliations to GAAP measures and further information are set forth in the table at the end of this press release.
2Prior period results have been retroactively adjusted for the 50-for-1 stock split in June 2024.

Labor costs in the third quarter of 2024 were 24.9% of total revenue, in line with the third quarter of 2023. The benefit from sales leverage was offset primarily by wage increases for our restaurants in California.
Other operating costs in the third quarter of 2024 were 13.8% of total revenue, a decrease from 14.0% in the third quarter of 2023. The decrease was primarily due to sales leverage and lower delivery expenses, partially offset by higher advertising and marketing promotions expense.
General and administrative expenses for the third quarter of 2024 were $126.6 million on a GAAP basis, or $149.3 million1 on a non-GAAP basis. Adjusted general and administrative expenses exclude a $27.9 million decrease in stock-based compensation expense from equity awards forfeited by our former CEO, partially offset by $5.1 million of expense for retention equity awards granted to key executives.
The effective income tax rate for the third quarter of 2024 was 22.9%, a decrease from 24.2% in the third quarter of 2023. The decrease is 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 by the impact of the return to provision adjustment in the comparable period.

Net income for the third quarter was $387.4 million, or $0.28 per diluted share, compared to $313.2 million, or $0.232 per diluted share in the third quarter of 2023. Adjusting for a 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, adjusted net income was $366.6 million1 and adjusted diluted earnings per share was $0.271.
During the third quarter we repurchased $488.1 million of stock at an average price per share of $54.55. As of September 30, 2024, $1.1 billion remained available under share repurchase authorizations from our Board of Directors, including an additional $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. The repurchase authorization may be modified, suspended, or discontinued at any time.
More information will be available in our Quarterly Report on Form 10-Q, which will be filed with the SEC by the end of October.
Outlook
For 2024, management is anticipating the following:
•Full year comparable restaurant sales growth in the mid to high-single digit range
•285 to 315 new company-operated restaurant openings with over 80% having a Chipotlane
•An estimated underlying effective full year tax rate between 24% and 26% before discrete items
For 2025, management is anticipating the following:
•315 to 345 new company-operated restaurant openings with over 80% having a Chipotlane
Definitions
The following definitions apply to these terms as used throughout this release:
•Comparable restaurant sales, or sales comps, and comparable restaurant transactions, represent the change in period-over-period total revenue or transactions for restaurants in operation for at least 13 full calendar months.
•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.
•Restaurant level operating margin represents total revenue less direct restaurant operating costs, expressed as a percent of total revenue.
•Digital sales represent food and beverage revenue for company-operated restaurants generated through the Chipotle website, Chipotle app or third-party delivery aggregators. Digital sales include revenue deferrals associated with Chipotle Rewards.
1Restaurant level operating margin, adjusted diluted earnings per share, adjusted net income, non-GAAP general and administrative expenses, and non-GAAP effective income tax rate are non-GAAP financial measures. Reconciliations to GAAP measures and further information are set forth in the table at the end of this press release.
2Prior period results have been retroactively adjusted for the 50-for-1 stock split in June 2024.

Conference Call Details
Chipotle will host a conference call on Tuesday, October 29, 2024, at 4:30 PM Eastern time to discuss third quarter 2024 financial results as well as provide a business update for the fourth quarter 2024.
The conference call can be accessed live over the phone by dialing 1-888-317-6003, or for international callers by dialing 1-412-317-6061, and use code: 0106477. The call will be webcast live from the company's website on the investor relations page at ir.chipotle.com/events. An archived webcast will be available approximately one hour after the end of the call.
About Chipotle
Chipotle Mexican Grill, Inc. (NYSE: CMG) is cultivating a better world by serving responsibly sourced, classically-cooked, real food with wholesome ingredients without artificial colors, flavors or preservatives. There are over 3,600 restaurants as of September 30, 2024, in the United States, Canada, the United Kingdom, France, Germany, and Kuwait and it is the only restaurant company of its size that owns and operates all its restaurants in North America and Europe. Chipotle is ranked on the Fortune 500 and is recognized on Fortune’s Most Admired Companies 2024 list and Time Magazine’s Most Influential Companies. With over 125,000 employees passionate about providing a great guest experience, Chipotle is a longtime leader and innovator in the food industry. Chipotle is committed to making its food more accessible to everyone while continuing to be a brand with a demonstrated purpose as it leads the way in digital, technology and sustainable business practices. For more information or to place an order online, visit WWW.CHIPOTLE.COM.
Forward-Looking Statements
Certain statements in this press release and in the October 29, 2024, conference call are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including statements under “Outlook” about our anticipated full year 2024 comparable restaurant sales growth, goals for number of new company-operated restaurant openings, and estimated underlying effective full year tax rate, as well as statements about expected restaurants with Chipotlanes, our ability to achieve our long-term target of more than doubling our business in North America and expanding internationally, our rate of expansion, future food costs, future labor costs, future general and administrative and other costs, future estimated tax rates and future long-term prospects. 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 press release are based on currently available operating, financial and competitive information available to us as of the date of this release 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 and quarterly reports on Form 10-Q, all of which are available on the investor relations page of our website at ir.Chipotle.com.




CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three months ended September 30,
20242023
Food and beverage revenue$2,778,034 99.4 %$2,456,039 99.4 %
Delivery service revenue15,542 0.6 15,909 0.6 
Total revenue2,793,576 100.0 2,471,948 100.0 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Food, beverage and packaging855,515 30.6 734,186 29.7 
Labor696,847 24.9 616,282 24.9 
Occupancy142,570 5.1 126,269 5.1 
Other operating costs386,463 13.8 345,368 14.0 
General and administrative expenses126,614 4.5 159,501 6.5 
Depreciation and amortization84,349 3.0 78,546 3.2 
Pre-opening costs12,786 0.5 9,605 0.4 
Impairment, closure costs, and asset disposals15,176 0.5 7,241 0.3 
Total operating expenses2,320,320 83.1 2,076,998 84.0 
Income from operations473,256 16.9 394,950 16.0 
Interest and other income, net29,307 1.0 18,392 0.7 
Income before income taxes502,563 18.0 413,342 16.7 
Provision for income taxes115,175 4.1 100,125 4.1 
Net income$387,388 13.9 %$313,217 12.7 %
Earnings per share:
Basic$0.28 $0.23 
Diluted$0.28 $0.23 
Weighted-average common shares outstanding:
Basic1,367,0381,377,525
Diluted1,374,6051,384,062

Prior period results have been retroactively adjusted for the 50-for-1 stock split in June 2024.

CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Nine months ended September 30,
20242023
Food and beverage revenue$8,417,396 99.4 %$7,304,557 99.3 %
Delivery service revenue51,147 0.6 50,772 0.7 
Total revenue8,468,543 100.0 7,355,329 100.0 
Restaurant operating costs (exclusive of depreciation and amortization shown separately below):
Food, beverage and packaging2,508,264 29.6 2,165,409 29.4 
Labor2,072,924 24.5 1,811,754 24.6 
Occupancy416,932 4.9 372,097 5.1 
Other operating costs1,156,992 13.7 1,058,281 14.4 
General and administrative expenses506,267 6.0 464,337 6.3 
Depreciation and amortization251,154 3.0 233,902 3.2 
Pre-opening costs28,992 0.3 23,341 0.3 
Impairment, closure costs, and asset disposals26,417 0.3 31,842 0.4 
Total operating expenses6,967,942 82.3 6,160,963 83.8 
Income from operations1,500,601 17.7 1,194,366 16.2 
Interest and other income, net70,532 0.8 43,787 0.6 
Income before income taxes1,571,133 18.6 1,238,153 16.8 
Provision for income taxes368,787 4.4 291,502 4.0 
Net income$1,202,346 14.2 %$946,651 12.9 %
Earnings per share:
Basic$0.88 $0.69 
Diluted$0.87 $0.68 
Weighted-average common shares outstanding:
Basic1,370,6711,379,640
Diluted1,379,0991,386,934
Prior period results have been retroactively adjusted for the 50-for-1 stock split in June 2024.

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, net93,202 115,535 
Inventory49,848 39,309 
Prepaid expenses and other current assets87,896 117,462 
Income tax receivable82,087 52,960 
Investments668,676 734,838 
Total current assets1,680,256 1,620,713 
Leasehold improvements, property and equipment, net2,320,395 2,170,038 
Long-term investments892,487 564,488 
Restricted cash27,969 25,554 
Operating lease assets3,954,689 3,578,548 
Other assets113,935 63,082 
Goodwill21,939 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 benefits184,367 227,537 
Accrued liabilities181,354 147,688 
Unearned revenue180,288 209,680 
Current operating lease liabilities270,574 248,074 
Total current liabilities1,037,884 1,030,625 
Long-term operating lease liabilities4,212,868 3,803,551 
Deferred income tax liabilities79,519 89,109 
Other liabilities67,501 58,870 
Total liabilities5,397,772 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 capital2,030,178 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 earnings1,577,525 6,056,985 
Total shareholders' equity3,613,898 3,062,207 
Total liabilities and shareholders' equity$9,011,670 $8,044,362 
Prior period results have been retroactively adjusted for the 50-for-1 stock split in June 2024.

CHIPOTLE MEXICAN GRILL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine months ended September 30,
20242023
Operating activities
Net income $1,202,346 $946,651 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization251,154 233,902 
Deferred income tax provision(9,599)12,465 
Impairment, closure costs, and asset disposals24,139 30,536 
Provision for credit losses(289)565 
Stock-based compensation expense85,903 86,557 
Other2,459 (17,272)
Changes in operating assets and liabilities:
Accounts receivable22,069 33,666 
Inventory(10,540)(4,508)
Prepaid expenses and other current assets21,944 (23,494)
Operating lease assets211,172 185,056 
Other assets(17,990)(6,939)
Accounts payable 22,290 4,886 
Accrued payroll and benefits(42,774)(14,902)
Accrued liabilities23,488 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 liabilities149 5,910 
Net cash provided by operating activities1,578,306 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 investments548,070 440,788 
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 activities990 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 cash140,353 218,656 
Cash, cash equivalents, and restricted cash at beginning of period586,163 408,966 
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 


CHIPOTLE MEXICAN GRILL, INC.
SUPPLEMENTAL FINANCIAL AND OTHER DATA
(dollars in thousands)
(unaudited)
For the three months ended
Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Company-operated restaurants opened86524712162
Chipotle permanent closures(1)(1)(3)(2)(1)
Chipotle relocations--(2)(3)(2)
Non-Chipotle permanent closures----(6)
Company-operated restaurants at end of period3,6153,5303,4793,4373,321
Average restaurant sales$3,184 $3,146 $3,082 $3,018 $2,972 
Comparable restaurant sales increase6.0 %11.1 %7.0 %8.4 %5.0 %
For the three months ended
Sep. 30,
2024		Jun. 30,
2024		Mar. 31,
2024		Dec. 31,
2023		Sep. 30,
2023
Licensed restaurants opened11---
Licensed restaurants at end of period21---



CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Below are definitions of the non-GAAP financial measures in this release. The following tables provide a reconciliation of non-GAAP financial measures presented in this release to the most directly comparable financial measures calculated and presented in accordance with GAAP.
Adjusted net income is net income excluding expenses related to software asset impairment, corporate restructuring, stock-based compensation forfeiture, stock-based compensation retention grants, and investments. Adjusted general and administrative expense is general and administrative expense excluding expenses related to corporate restructuring, stock-based compensation forfeiture, and stock-based compensation retention grants. The adjusted effective income tax rate is the effective income tax rate adjusted to reflect the after tax impact of non-GAAP adjustments. Restaurant level operating margin is equal to the revenues generated by our restaurants less their direct operating costs which consist of food, beverage and packaging, labor, occupancy and other operating costs. This performance measure primarily includes the costs that restaurant level managers can directly control and excludes other costs that are essential to conduct our business. Management uses restaurant level operating margin as a measure of restaurant performance. Management believes restaurant level operating margin is useful to investors in that it highlights trends in our core business that may not otherwise be apparent to investors when relying solely on GAAP financial measures. We present these non-GAAP measures in order to facilitate meaningful evaluation of our operating performance across periods. These adjustments are intended to provide greater transparency of underlying performance and to allow investors to evaluate our business on the same basis as our management, which uses these non-GAAP measures in evaluating the company’s performance. Our adjusted net income, adjusted diluted earnings per share, adjusted general and administrative expenses, adjusted effective income tax rate and restaurant level operating margin measures may not be comparable to other companies’ adjusted measures. These adjustments are not necessarily indicative of what our actual financial performance would have been during the periods presented and should be viewed in addition to, and not as an alternative to, our results prepared in accordance with GAAP. Further details regarding these adjustments are included in the tables below.


CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted Net Income and Adjusted Diluted Earnings per Share
(in thousands, except per share amounts)
(unaudited)
Three months ended September 30,
20242023
Net income$387,388 $313,217 
Non-GAAP adjustments:
Impairment and exit costs:
Software asset impairment(1)
6,249 - 
Corporate Restructuring:
Employee related and other restructuring costs(2)
- 1,334 
Stock-based compensation forfeiture(3)
(27,863)- 
Stock-based compensation retention grants(4)
5,134 - 
Investment(5)
(4,635)- 
Total non-GAAP adjustments(21,115)1,334 
Tax effect of non-GAAP adjustments above(6)
360 (221)
After tax impact of non-GAAP adjustments(20,755)1,113 
Adjusted net income$366,633 $314,330 
Diluted weighted-average number of common shares outstanding1,374,605 1,384,062 
Diluted earnings per share$0.28 $0.23 
Adjusted diluted earnings per share$0.27 $0.23 

(1)Property and equipment impairment charges related to a software asset.
(2)Charges for third-party vendors, stock-based compensation, and employee severance related to the May 2023 optimization of our organizational structure.
(3)Stock-based compensation expense reversal for equity awards forfeited by our former CEO.
(4)Stock-based compensation expense for retention equity awards granted to key executives granted in connection
    with the CEO transition.
(5)Unrealized gain in a long-term investment.
(6)Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.
Prior period results have been retroactively adjusted for the 50-for-1 stock split in June 2024.

CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted General and Administrative Expenses
(in thousands)
(unaudited)
Three months ended
September 30,
20242023
General and administrative expenses$126,614 $159,501 
Non-GAAP adjustments:
Restructuring expense(1)
- (1,334)
Stock-based compensation forfeiture(2)
27,863 - 
Stock-based compensation retention grants(3)
(5,134)- 
Total non-GAAP adjustments22,729 (1,334)
Adjusted general and administrative expenses$149,343 $158,167 
(1)Charges for third-party vendors, stock-based compensation, and employee severance related to the May 2023 optimization of our organizational structure.
(2)Stock-based compensation expense reversal for equity awards forfeited by our former CEO.
(3)Stock-based compensation expense for retention equity awards granted to key executives granted in connection
    with the CEO transition.




CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted Effective Income Tax Rate
(unaudited)
Three months ended
September 30,
20242023
Effective income tax rate22.9 %24.2 %
Tax impact of non-GAAP adjustments(1)
0.9 - 
Adjusted effective income tax rate23.8 %24.2 %
(1)Adjustments relate to the tax effect of non-GAAP adjustments, which were determined based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates.


CHIPOTLE MEXICAN GRILL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Restaurant Level Operating Margin
(in thousands)
(unaudited)
Three months ended September 30,
2024Percent of total revenue2023Percent of total revenue
Income from operations$473,256 16.9 %$394,950 16.0 %
Non-GAAP Adjustments
General and administrative expenses126,614 4.5 159,501 6.5 
Depreciation and amortization84,349 3.0 78,546 3.2 
Pre-opening costs12,786 0.5 9,605 0.4 
Impairment, closure costs, and asset disposals15,176 0.5 7,241 0.3 
Total non-GAAP Adjustments$238,925 8.6 %$254,893 10.3 %
Restaurant level operating margin$712,181 25.5 %$649,843 26.3 %

v3.24.3
Cover
Oct. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 29, 2024
Entity Registrant Name CHIPOTLE MEXICAN GRILL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-32731
Entity Tax Identification Number 84-1219301
Entity Address, Address Line One 610 Newport Center Drive
Entity Address, Address Line Two Suite 1100
Entity Address, City or Town Newport Beach
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92660
City Area Code 949
Local Phone Number 524-4000
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol CMG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001058090
Amendment Flag false
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