CMGChipotle Mexican Grill

Please discuss the business reasons for changes in operating margin when changes in restaurant level operating margin are discussed in the results sections for the three months and full year ended December 31, 2023. Refer to Item 10(e) of Regulation S-K.

Rest of the question

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

We acknowledge the Staff’s comment and we commit to include in future SEC filings a discussion of the business reasons for changes in operating margin to the extent we include in the filing a discussion of changes in restaurant level operating margin. Read in the reply ↗

Please provide a comparable analysis of material changes in your cash flows from operating, investing, and financing activities between the periods presented. In your analysis, please explain the underlying reasons affecting the comparability of your cash flows. Refer to Item 303 of Regulation S-K.

to the Staff’s comment, we propose to revise our disclosures in future filings to provide a comparable analysis of material changes in our cash flows from operating, investing, and financing activities between the periods presented. Our proposed disclosure for future filings would be substantially similar to the disclosures attached as Exhibit A to this letter, with appropriate adjustments to reflect the material changes in cash flows for the relevant periods presented in the filing.

Rest of the answer

Exhibit A includes additions to the original disclosure included in our Form 10-K for the Fiscal Year Ended December 31, 2021, that was reviewed by the Staff.

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Please expand your disclosure to clarify how you determined the tax effect of non-GAAP adjustments in calculating the adjusted net income, adjusted diluted earnings per share, and adjusted effective income tax rate non-GAAP measures in each reporting period presented. Refer to Question 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

We respectfully advise the Staff that we determine the tax effect of non-GAAP adjustments based on the nature of the underlying non-GAAP adjustments and their relevant jurisdictional tax rates. In our original disclosure included in our Form 8-K dated February 8, 2022, in consideration of Question 102.11 we presented income taxes as a separate adjustment in calculating adjusted net income, adjusted diluted earnings per share, and the adjusted effective income tax rate in each reporting period presented.

Rest of the answer

In response to the Staff’s comment, we propose to revise our disclosures in future earnings releases and related Forms 8-K to provide a description of how we determined the tax effect of non-GAAP adjustments.

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Your presentation of restaurant level operating margin excluding general and administration expenses, depreciation and amortization, and pre-operating costs appears to be a non-GAAP financial measure. Please revise your disclosure to: • Provide the non-GAAP disclosures required in Item 10(e)(1)(i) of Regulation S-K.

Rest of the question

Your restaurant level operating margin should be reconciled to income from operations as presented in your consolidated statements of income. • Present the most directly comparable GAAP operating margin with equal or greater prominence to this non-GAAP measure on page 1. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.

to the Staff’s comment, we propose to revise our disclosures in future earnings releases to provide the non-GAAP disclosures required in Item 10(e)(1)(i) of Regulation S‑K, including a reconciliation of restaurant level operating margin to income from operations. Our proposed disclosure for future earnings releases would be substantially similar to the disclosures attached as Exhibit A to this letter, with appropriate adjustments for events applicable to the periods covered by the earnings release.

Rest of the answer

Exhibit A is marked to show the changes from the original disclosure included in our Form 8-K dated April 21, 2021 that was reviewed by the Staff. Additionally, we will present GAAP income from operations with equal or greater prominence than non-GAAP restaurant level operating margin.

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We note the recent amendment to your bylaws pursuant to which you adopted an exclusive forum provision. Please confirm that in future filings, including as required by Form 10-Q and Form 10-K, you will include appropriate disclosure describing the provision, discussing the risks of the provision to investors, and addressing any uncertainty about the enforceability of the provision.

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