Popeyes Louisiana Kitchen, Inc.
POPEYES LOUISIANA KITCHEN, INC. (Form: 10-K, Received: 02/22/2017 16:39:25)
Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    
For the fiscal year ended December 25, 2016
OR
    
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 000-32369
LOGOTYPETWOCOLOR2A05.JPG
Popeyes Louisiana Kitchen, Inc.
Minnesota
 
58-2016606
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
400 Perimeter Center Terrace, Suite 1000
 
30346
Atlanta, Georgia
 
(Zip Code)
(Address of principal executive offices)
 
 
Registrant’s telephone number, including area code:
(404) 459-4450
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Name of each exchange on which registered
Common stock, $0.01 par value per share
 
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   þ     No  ¨  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ¨     No   þ
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.   þ
Indicate by check mark whether the registrant has submitted electronically and posted to its web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to post such files).    Yes    þ     No   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
 
 
 
 
 
Large accelerated filer   þ
 
Accelerated filer   o
 
Non-accelerated filer   o
 
Smaller reporting company   o
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act rule 12b-2).    Yes   ¨     No   þ
As of July 8, 2016 (the last business day of the registrant’s second quarter for 2016), the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant, based on the closing sale price as reported on the NASDAQ Global Market System, was approximately $1,141,833,000.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Outstanding at January 20, 2017
Common stock, $0.01 par value per share
 
20,727,945 shares
Documents incorporated by reference:  Portions of our 2016 Proxy Statement are incorporated herein by reference in Part III of this Annual Report.



Popeyes Louisiana Kitchen, Inc.
INDEX TO FORM 10-K
 
PART I
 
 
 
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
 
 
 
PART II
 
 
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
 
PART III
 
 
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
PART IV
 
 
 
 
Item 15.
Item 16.


Table of Contents

PART I.
Item 1.  BUSINESS
Popeyes Louisiana Kitchen, Inc. (“PLKI”, “Popeyes” or “the Company”) develops, operates, and franchises quick-service restaurants (“QSRs” or “restaurants”) under the trade names Popeyes ® Louisiana Kitchen and Popeyes ® Chicken & Biscuits. Within Popeyes, we manage two business segments: franchise operations and Company-operated restaurants. Financial information concerning these business segments can be found in Note 20 to our Consolidated Financial Statements included in this Form 10-K.

Recent Development - Proposed Acquisition by Restaurant Brands International

On February 21, 2017, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Restaurant Brands International Inc. (“Restaurant Brands International” or “RBI”) pursuant to which RBI will acquire the Company. Under the terms of the Merger Agreement, an affiliate of RBI will commence a cash tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock for $79.00 per share in cash. Following the completion of the Offer, the Company will cease to be a publicly traded company. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement filed as Exhibit 2.1 to our Current Report on Form 8-K filed on February 22, 2017. The completion of the acquisition, which we expect will occur in early April 2017, is subject to customary conditions. See also “Risk Factors-Our proposed acquisition by Restaurant Brands International is subject to various risks and uncertainties” for a discussion of some of the most material risks related to our pending acquisition.
Popeyes Profile
Popeyes was founded in New Orleans, Louisiana in 1972 and is the world’s second largest quick-service chicken concept based on the number of units. Within the Quick Service Restaurant (“QSR”) industry, Popeyes distinguishes itself with a unique “Louisiana” style menu that features spicy chicken, chicken tenders, fried shrimp and other seafood, red beans and rice and other regional items. Popeyes is a highly differentiated QSR brand with a passion for its Louisiana heritage and flavorful, authentic food.
As of December 25, 2016 , we operated and franchised 2,688 Popeyes restaurants in 48 states, the District of Columbia, three territories and 25 foreign countries.
As of December 25, 2016 , of our 2,012 domestic franchised restaurants, approximately 67% were concentrated in Texas, California, Florida, New York, Louisiana, Illinois, Georgia, Maryland, New Jersey, Virginia, and Mississippi. Of our 621 international franchised restaurants, approximately 62% were located in Turkey, Canada, and South Korea. Of our 55 company-operated restaurants, approximately 84% were concentrated in Louisiana, North Carolina, and Tennessee.
Financial information concerning our domestic and international operations can be found in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
Our Business Strategy
In February 2016, the Company defined a set of growth goals to deliver over the next seven to ten years:
Drive our domestic restaurant average unit volumes from $1.4 million to $2.0 million;
Drive domestic franchisee profitability from $333,000 to $500,000 per restaurant; and
Continue to expand Popeyes brand globally, increasing restaurant count from 2,500 to 4,000 restaurants.
To deliver these growth goals, the Company introduced its next generation strategic roadmap organized around three strategic pillars:
1.
Louisiana Heritage the source of our relevant, distinctive brand.
2.
Passionate Teams our conviction that people drive restaurant profitability.
3.
Routine Excellence our commitment to consistent operational excellence in our restaurants.
The first pillar is our Louisiana Heritage, marking the rich traditions of Popeyes’ birthplace and differentiating us from all our competitors. Our Louisiana Heritage will serve as the foundation on which everything else is built. The characteristics of Louisiana provide a platform for ongoing culinary innovation, creating distinctive building design and exuding warm Louisiana hospitality.
Our second strategic pillar, Passionate Teams, represents our belief in people as the driver of profitability. Engaged passionate teams will deliver a superior guest experience that results in more loyal customers that revisit our Popeyes restaurants more often, driving sales and profits for our franchisees and shareholder returns for our investors, and giving back to the communities where we serve.
Our third strategic pillar, Routine Excellence, is about delivering operational consistency in our restaurants.
The three strategic pillars will be enabled by One Technology, an initiative to build a common technology platform for the Popeyes system that will bring together innovative systems to better support our restaurant general managers, while improving the experience of our team members and guests.
We will continue to accelerate our international unit growth. Our primary focus will be the traditional franchising model, supported with brand-building media and innovative new products to create awareness and trial of our Louisiana Heritage.  We will selectively consider direct capital investments where we believe opportunities exist to unlock new unit growth.

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Additionally, we will continue to make select investments in domestic Company-operated restaurants to lead the system on matters such as real estate selection, store design and layout, and people practices.
Binding our culture and our new roadmap together is our brand purpose, Food That Ignites Our Desire to Serve ® . Our brand purpose and the principles that support it are a meaningful belief system that defines our food, our people and our focus on the guest. These beliefs will guide our franchisees, restaurant general managers, and team members in a way that we believe will sustain superior performance results.
Our Agreements with Popeyes Franchisees
Our strategy places a heavy emphasis on increasing the number of restaurants in the Popeyes system through franchising activities. As of December 25, 2016 , we had 365 franchisees operating restaurants within the Popeyes system, and several preparing to become franchisee operators. Our largest domestic franchisee operates 190 restaurants and our largest international franchisee operates 162 restaurants. The following discussion describes the standard arrangements we enter into with our Popeyes franchisees.
Domestic Development Agreements.  Our domestic franchise development agreements provide for the development of a specified number of Popeyes restaurants within a defined geographic territory. Generally, these agreements call for the development of the restaurants over a specified period of time, usually three to five years, with targeted opening dates for each restaurant. Our Popeyes franchisees currently pay a development fee ranging from $7,500 to $22,500 per restaurant. Typically these development fees are paid when the agreement is executed, and are non-refundable.
Domestic Franchise Agreements.  Following the execution of a development agreement, we enter into franchise agreements with our franchisees that convey the right to operate a specific Popeyes restaurant at a site to be selected by the franchisee and approved by us within 180 days from the execution of the franchise agreement. Our current franchise agreements generally provide for payment of a franchise fee of $22,500 per location.
These agreements generally require franchisees to pay a 5% royalty on net restaurant sales. In addition, franchisees must contribute to national and local advertising funds. Payments to the advertising funds are generally 4% of net restaurant sales. Some of our institutional franchise agreements provide for lower royalties and advertising fund contributions.
Development Incentive Programs. We have established development incentive programs to encourage franchisees to develop and open new Popeyes restaurants. Based on the terms of the programs, franchise fees can be waived or reduced in addition to royalty rate percentages reductions.
International Development Agreements.  Our international franchise development agreements are similar to our domestic franchise development agreements, though the development time frames can be longer and with development fees of up to $15,000 for each restaurant developed. Depending on the market, limited sub-franchising rights may also be granted.

International Franchise Agreements.  The terms of our international franchise agreements are substantially similar to those included in our domestic franchise agreements, except that these agreements may be modified to reflect the multi-national nature of the transaction and to comply with the requirements of applicable local laws. Our current international franchise agreements generally provide for payment of a franchise fee of up to $30,000 per location. In addition, the effective royalty rates may differ from those included in domestic franchise agreements, and may be lower due to the greater number of restaurants required to be developed by our international franchisees.
All of our franchise agreements require that our franchisees operate restaurants in accordance with our defined operating procedures, adhere to the menu established by us, and meet applicable quality, service, health and cleanliness standards. We may terminate the franchise rights of any franchisee who does not comply with these standards and requirements.
Site Selection
For new domestic restaurants, we assist our franchisees in evaluating sites consistent with the overall market plan for each development area. Domestically, we primarily emphasize freestanding sites with drive-thrus and in limited situations where there is a compelling need in dense areas we may pursue other venues such as “end-cap, in-line” strip-mall sites with ample parking and easy access from high traffic roads.
Each international market has its own factors that lead to venue and site determination. In international markets, we use different venues including freestanding, in-line, food court and other nontraditional venues. Market development strategies are a collaborative process between Popeyes and our franchisees located in the particular market so we can leverage local knowledge.
Suppliers and Purchasing Cooperative

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Suppliers.  Our franchisees are required to purchase all ingredients, products, materials, supplies and other items necessary in the operation of their businesses solely from suppliers who have been approved by us. These suppliers are required to meet or exceed strict quality control standards, and they must possess adequate capacity to supply our restaurant system reliably.
Purchasing Cooperative.  Supplies are generally provided to our domestic franchised and Company-operated restaurants pursuant to supply agreements negotiated by Supply Management Services, Inc. (“SMS”), a not-for-profit purchasing cooperative. We and our Popeyes franchisees hold membership interests in SMS in proportion to the number of restaurants owned. As of December 25, 2016 , we held two of seven seats on the SMS board of directors and our voting interests were approximately 2.5% . Our Popeyes franchise agreements require that each domestic franchisee join SMS.
Supply Agreements.  The principal raw material for a Popeyes restaurant operation is fresh chicken. Company-operated and franchised restaurants purchase their chicken from suppliers who service the Popeyes system. In order to ensure favorable pricing and to secure an adequate supply of fresh chicken, SMS has entered into supply agreements with several chicken suppliers. These contracts, which pertain to the vast majority of our system-wide purchases, are “cost-plus” contracts with prices based partially upon the cost of feed grains plus certain agreed upon non-feed and processing costs.
We have entered into long-term beverage supply arrangements with certain major beverage vendors. These contracts are customary in the QSR industry. Pursuant to the terms of these arrangements, marketing rebates are provided to the owner/operator of Popeyes restaurants based upon the volume of beverage purchases.
We also have a long-term agreement with an exclusive supplier of certain proprietary products for the Popeyes system. This supplier sells these products to our approved distributors, who in turn sell them to our franchised and Company-operated Popeyes restaurants.
Marketing and Advertising
Each Popeyes restaurant, Company-operated or franchised, contributes to an advertising fund that supports (1) branding and marketing initiatives, including the development of marketing materials that are used throughout our restaurant system and (2) national and local marketing programs. We act as the agent for the advertising fund and coordinate its activities. We and our Popeyes franchisees made contributions to the advertising fund of approximately $135.1 million in 2016, $123.5 million in 2015, and $110.2 million in 2014.
Fiscal Year and Seasonality
During 2016 , 2015 and 2014 , the fiscal year included 52 weeks and our fiscal year was composed of 13 four-week accounting periods and ended on the last Sunday in December. The first quarter of our fiscal year has four periods, or 16 weeks. All other quarters have three periods, or 12 weeks.
Seasonality has little effect on our operations.
Employees
As of January 22, 2017, we had approximately 1,604 hourly employees working in our Company-operated restaurants. Additionally, we had approximately 67 employees involved in the management of our Company-operated restaurants, comprised of restaurant managers, multi-unit managers and field management employees. We also had approximately 227 employees responsible for corporate administration, franchise services and business development.
None of our employees are covered by a collective bargaining agreement. We believe that the dedication of our employees is critical to our success and that our relationship with our employees is good.
Intellectual Property and Other Proprietary Rights
We own a number of trademarks and service marks that have been registered with the U.S. Patent and Trademark Office, or for which we have made application to register, including “Popeyes Louisiana Kitchen,” “Popeyes,” “Popeyes Chicken & Biscuits,” and the brand logos for Popeyes and Popeyes Louisiana Kitchen. In addition, we have registered, or made application to register, one or more of these marks and others, or their linguistic equivalents, in foreign countries in which we do business, or are contemplating doing business. There is no assurance that we will be able to obtain the registration for the marks in every country where registration has been sought. We consider our intellectual property rights to be important to our business and we actively defend and enforce them.



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International Operations
We continue to expand our international operations through franchising. As of December 25, 2016 , we had 621 franchised international restaurants. During 2016 , franchise revenues from these operations represented approximately 10.9% , of our total franchise revenues. For each of 2016 , 2015 , and 2014 , international revenues represented 6.3% , 5.9% , and 6.4% of total revenues, respectively.
Insurance
We carry property, general liability, business interruption, crime, director's and officer’s liability, privacy and network liability, employment practices liability, environmental and workers’ compensation insurance policies, which we believe are customary for businesses of our size and type. Pursuant to the terms of their franchise agreements, our franchisees are also required to maintain certain types and levels of insurance coverage, including commercial general liability insurance, workers’ compensation insurance, special perils property and automobile insurance.
Competition
The foodservice industry, and particularly the QSR industry, is intensely competitive with respect to price, quality, name recognition, service and location. We compete against other QSRs, including chicken, hamburger, pizza, and sandwich restaurants, other purveyors of carry-out food and convenience dining establishments, including national restaurant and grocery chains. Many of our competitors possess substantially greater financial, marketing, personnel and other resources than we do.
Government Regulation
We are subject to various federal, state and local laws affecting our business, including various health, sanitation, labor, fire and safety standards. Newly constructed or remodeled restaurants are subject to state and local building code and zoning requirements. In connection with the re-imaging and alteration of our Company-operated restaurants, we may be required to expend funds to meet certain federal, state and local regulations, including regulations requiring that remodeled or altered restaurants be accessible to persons with disabilities. Difficulties or failures in obtaining the required licenses or approvals could delay or prevent the opening of new restaurants in particular areas.
We are also subject to the Fair Labor Standards Act and various other laws governing such matters as minimum wage requirements, overtime and other working conditions and citizenship requirements. A significant number of our foodservice personnel are paid at rates related to the federal or state minimum wage, and increases in the minimum wage have increased our labor costs.
Many states and the Federal Trade Commission, as well as certain foreign countries, require franchisors to transmit specified disclosure documents to potential franchisees before granting a franchise. Additionally, some states and certain foreign countries require us to register our franchise disclosure documents before we may offer a franchise.
We have franchise agreements related to the operation of restaurants located on various U.S. military bases which are with certain governmental agencies and are subject to renegotiation of profits or termination at the election of the U.S. government. During 2016 , royalty revenues from these restaurants were approximately $2.3 million.
Enterprise Risk Management
We have developed and implemented an Enterprise Risk Management program. The purpose of the program is to provide us with a systematic approach to identify and evaluate risks to the business, and provide us an effective manner of risk management and control. The Enterprise Risk Management program is designed to integrate risk management into our culture and strategic decision making , and to help the organization more effectively and efficiently drive performance. The Enterprise Risk Management program encompasses all aspects of our business, including, without limitation, financial, operational, reputational, societal, and cyber security risks.
Environmental Matters
We are subject to various federal, state and local laws regulating the discharge of pollutants into the environment. We believe that we conduct our operations in substantial compliance with applicable environmental laws and regulations. Certain of our current and formerly owned and/or leased properties are known or suspected to have been used by prior owners or operators as retail gas stations and a few of these properties may have been used for other environmentally sensitive purposes. Certain of these properties previously contained underground storage tanks (“USTs”) and some of these properties may currently contain abandoned USTs. It is possible that petroleum products and other contaminants may have been released at these properties into the soil or groundwater.

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Under applicable federal and state environmental laws, we, as the current or former owner or operator of these sites, may be jointly and severally liable for the costs of investigation and remediation of any such contamination, as well as any other environmental conditions at our properties that are unrelated to USTs. We have obtained insurance coverage that we believe is reasonable to manage any potential risks related to environmental remediation liabilities.
Available Information
We file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports with the Securities and Exchange Commission (the “SEC”). You may obtain copies of these documents by accessing the SEC’s website at http://www.sec.gov. In addition, as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC, we make copies of these documents (except for exhibits) available to the public free of charge through our website at www.investor.popeyes.com or by contacting our Secretary at our principal offices, which are located at 400 Perimeter Center Terrace, Suite 1000, Atlanta, Georgia 30346, telephone number (404) 459-4450.

Item 1A.  RISK FACTORS
Certain statements we make in this filing, and other written or oral statements made by or on our behalf, may constitute “forward-looking statements” within the meaning of the federal securities laws. Words or phrases such as “should result,” “are expected to,” “we anticipate,” “we estimate,” “we project,” “we believe,” or similar expressions are intended to identify forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. We believe that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. Such statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. The following risk factors and others that we may add from time to time, are some of the factors that could cause our actual results to differ materially from the expected results described in our forward-looking statements.
Our proposed acquisition by Restaurant Brands International is subject to various risks and uncertainties.
Our pending acquisition by RBI could have an adverse effect on our business prior to completion of the transaction, including the following:
potential adverse effects on our relationships with our current or future employees, franchisees, customers, vendors and other business partners, including the willingness of these parties to continue doing business with us, the commitment of these parties to our business and the willingness of these parties to continue their investment in our brand;
the restrictions imposed on our business and operations pursuant to operating covenants contained in the Merger Agreement, which may prevent us from pursuing opportunities and taking certain actions with respect to our business and financial affairs without RBI’s consent;
we may choose to forego opportunities we might otherwise pursue absent the Merger Agreement even if permitted under the operating covenants contained in the Merger Agreement;
whether or not the acquisition is consummated, while it is pending we will continue to incur related costs, fees, expenses and charges;
the diversion of our employees’ and management’s attention due to activities related to the transactions contemplated by the Merger Agreement;
the pendency and outcome of any legal proceedings that may be instituted against us, our directors and others relating to the transactions contemplated by the Merger Agreement;
the acquisition is subject to customary closing conditions, including the receipt of required regulatory approvals, and we may not be able to complete the acquisition in a timely manner or at all; and
if the acquisition is not completed, we may not be able to find another party willing to pay an equivalent or greater amount to acquire the Company, we will have incurred significant costs relating to the pending acquisition, and our business may have been irreparably and adversely affected while the acquisition was pending.

RBI intends to file with the SEC a Schedule TO relating to the Offer, and we intend to file with the SEC a Schedule 14D-9 relating to the Offer, each of which will be sent or provided to our shareholders and which will contain substantial information about the pending acquisition. We urge our shareholders to read these materials when they become available because they will contain important information about the acquisition, including other risks relating to the acquisition.


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If we are unable to compete successfully against other companies in the QSR industry or develop new products that appeal to consumer preferences, we could lose customers and our revenues may decline.
The QSR industry is intensely competitive with respect to price, quality, brand recognition, menu offerings, service and location. If we are unable to compete successfully against other foodservice providers, we could lose customers and our revenues may decline. We compete against other QSRs, including chicken, hamburger, pizza, and sandwich restaurants, other purveyors of carry out food, convenience dining establishments and other home meal alternatives, including national restaurant and grocery store chains. Many of our competitors possess substantially greater financial, marketing, personnel and other resources than we do. There can be no assurance that consumers will continue to regard our products favorably, that we will be able to develop new products that appeal to consumer preferences, or that we will be able to continue to compete successfully in the QSR industry.
Adverse publicity related to food safety and quality, whether or not accurate, could result in a loss of customers and reduce our revenues.
We and our franchisees are, from time to time, the subject of complaints or litigation from guests alleging illness, injury or other food quality, health or operational concerns. Adverse publicity resulting from these allegations, whether or not accurate, may harm our reputation or our franchisees’ reputation, regardless of whether the allegations are valid or not, whether we are found liable or not, or whether those concerns relate only to a single restaurant or a limited number of restaurants or many restaurants. We are also subject to potentially negative publicity from various sources, including television and social media sites, which are beyond the control of the Company. Additionally, some animal rights organizations have engaged in confrontational demonstrations at certain restaurant companies across the country. As a multi-unit restaurant company, we can be adversely affected by the publicity surrounding allegations involving illness, injury, or other food quality, health or operational concerns. Complaints, litigation or adverse publicity experienced by one or more of our franchisees could also adversely affect our business as a whole. If we have adverse publicity due to any of these concerns, we and our franchisees may lose guests and our revenues may decline.
If our franchisees are unable or unwilling to open a sufficient number of restaurants, our growth strategy could be at risk.
As of December 25, 2016 , we franchised 2,012 restaurants domestically and 621 restaurants in Puerto Rico, Guam, the Cayman Islands and 25 foreign countries. Our growth strategy is significantly dependent on increasing the number of our franchised restaurants. If our franchisees are unable to open a sufficient number of restaurants, our growth strategy could be significantly impaired.
Our ability to successfully open additional franchised restaurants will depend on various factors, including the availability of suitable sites, the negotiation of acceptable leases or purchase terms for new locations, permitting and regulatory compliance, the ability to meet construction schedules, the financial and other capabilities of our franchisees, and general economic and business conditions. Many of the foregoing factors are beyond the control of our franchisees. Further, there can be no assurance that our franchisees will successfully develop or operate their restaurants in a manner consistent with our concepts and standards, or will have the business abilities or access to financial resources necessary to open the restaurants required by their agreements. Historically, there have been many instances in which Popeyes franchisees have not fulfilled their obligations under their development agreements to open new restaurants.
Changes in consumer preferences and demographic trends could result in a loss of customers and reduce our revenues.
Food service businesses are often affected by changes in consumer tastes, national, regional and local economic conditions, discretionary spending priorities, demographic trends, traffic patterns and the type, number and location of competing restaurants. In addition, the restaurant industry is currently under heightened legal and legislative scrutiny related to menu labeling and resulting from the perception that the practices of restaurant companies have contributed to nutritional, caloric intake, obesity, or other health concerns of their guests. If we are unable to adapt to changes in consumer preferences and trends, we may lose customers and our revenues may decline.
Because our operating results are closely tied to the success of our franchisees, the failure or loss of one or more franchisees, operating a significant number of restaurants, could adversely affect our operating results.
Our operating results are dependent on our franchisees and, in some cases, on certain franchisees that operate a large number of restaurants. How well our franchisees operate their restaurants and their desire to maintain their franchise relationship with us is outside of our direct control. In addition, economic conditions and the availability of credit may have an adverse impact on our franchisees. Any failure of these franchisees to operate their restaurants successfully or the loss of these franchisees could adversely impact our operating results. As of December 25, 2016 , we had 365 franchisees operating restaurants within the Popeyes system and several preparing to become franchisee operators. The largest of our domestic franchisees operates 190 Popeyes restaurants; and the largest of our international franchisees operates 162 Popeyes restaurants. Typically, each of our international franchisees

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is responsible for the development of significantly more restaurants than our domestic franchisees. As a result, our international operations are more closely tied to the success of a smaller number of franchisees than our domestic operations. There can be no assurance that our domestic and international franchisees will operate their franchises successfully or continue to maintain their franchise relationships with us.
Our operating results and same-store sales may fluctuate significantly and could fall below the expectations of securities analysts and investors, which could cause the market price of our common stock to decline.
Our operating results and same-store sales have fluctuated significantly in the past and may fluctuate significantly in the future as a result of a variety of factors, many of which are outside of our control. If our operating results or same-store sales fluctuate or fall below the expectations of securities analysts and investors, the market price of our common stock could decline.
Factors that may cause our results or same-store sales to fluctuate include the following:
 
the opening of new restaurants by us or our franchisees;
the closing of restaurants by us or our franchisees;
increases in the number of restaurant properties leased or sub-leased to franchisees under percentage rent arrangements;
volatility of gasoline prices;
increases in labor costs;
increases in the cost of commodities and paper products;
inclement weather patterns; 
economic conditions generally, and in each of the markets in which we, or our franchisees, are located; and
changes in competitive factors, including promotional pricing, new menu offerings, or the opening of new restaurants by our competitors.
Accordingly, results for any one period are not indicative of the results to be expected for any other period or for the full year, and same-store sales for any future period may decrease.
We are subject to government regulation, and our failure to comply with existing regulations or increased regulations could adversely affect our business and operating results.
We are subject to numerous federal, state, local and foreign government laws and regulations, including those relating to:
 
minimum wage, overtime, immigration, unions and other labor issues;
franchising and joint employer liability;
the preparation and sale of food;
employee healthcare legislation;
building and zoning requirements;
environmental protection;
information security and data protection;
compliance with the Americans with Disabilities Act; and
working and safety conditions.
If we fail to comply with existing or future regulations, we may be subject to governmental or judicial fines or sanctions, or we could suffer business interruption or loss. In addition, our capital expenses could increase due to remediation measures that may be required if we are found to be non-compliant with any of these laws or regulations.
We are also subject to regulation by the Federal Trade Commission and to state and foreign laws that govern the offer, sale and termination of franchises and the refusal to renew franchises. The failure to comply with these regulations in any jurisdiction or to obtain required approvals could result in a ban or temporary suspension on future franchise sales or fines or require us to make a rescission offer to franchisees, any of which could adversely affect our business and operating results.
Failure to protect our information systems against cyber attacks or information security breaches, including failure to protect the integrity and security of individually identifiable data of our customers, franchisees and employees, could expose us to litigation, damage our reputation and have a material adverse effect on our business.
We and our franchisees rely on computer systems and information technology to conduct our business. These systems are inherently vulnerable to disruption or failure, as well as internal and external security breaches, or other disruptive problems caused by hackers. A failure of these systems could cause an interruption in our business, which could have a material adverse effect on our results of operations and financial condition.

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In addition, we receive and maintain certain personal information about our customers, franchisees and employees. The use of this information by us is regulated by applicable law. If our or our franchisees' security and information systems are compromised or our business associates fail to comply with these laws and regulations and this information is obtained by unauthorized persons or used inappropriately, it could adversely affect our reputation, as well as our restaurant operations and results of operations and financial condition. Additionally, we could be subject to litigation or the imposition of penalties. As privacy and information security laws and regulations change, we may incur additional costs to ensure we remain in compliance.
If the cost of chicken increases, our cost of sales will increase and our operating results could be adversely affected.
The principal raw material for Popeyes is fresh chicken. Any material increase in the costs of fresh chicken could adversely affect our operating results. Our Company-operated and franchised restaurants purchase fresh chicken from various suppliers who service us and our franchisees from various plant locations. These costs are significantly affected by increases in the cost of chicken, which can result from a number of factors, including increases in the cost of grain, disease, declining market supply of fast-food sized chickens and other factors that affect availability. Because our purchasing agreements for fresh chicken allow the prices that we pay for chicken to fluctuate, a rise in the prices of chicken products could expose us to cost increases. If we fail to anticipate and react to increasing food costs by adjusting our purchasing practices or increasing our sales prices, our cost of sales may increase and our operating results could be adversely affected.
Disruptions in the financial markets may adversely affect the availability and cost of credit and changes in economic conditions may impact consumer spending patterns.
The ability of our franchisees and prospective franchisees to obtain financing for development of new restaurants or reinvestment in existing restaurants depends in part upon financial and economic conditions which are beyond their control. If our franchisees are unable to obtain financing on acceptable terms to develop new restaurants or reinvest in existing restaurants, our business and financial results could be adversely affected.
Disruptions in the financial markets and adverse changes to economic conditions may also affect consumer spending patterns. There can be no assurances that governmental or other responses to economic challenges will restore or maintain consumer confidence, stabilize the markets or increase or maintain liquidity and the availability of credit. Declines in or displacement of our guests’ discretionary spending could reduce traffic in our system’s restaurants and cause a decline in our sales.
Currency, economic, political and other risks associated with our international operations could adversely affect our operating results.
We face currency, economic, political, and other risks associated with our international operations. As of December 25, 2016 , we had 621 franchised restaurants in Puerto Rico, Guam, the Cayman Islands and 25 foreign countries. Business at these operations is conducted in the respective local currency. The amount owed to us is based on a conversion of the royalties and other fees to U.S. dollars using the prevailing exchange rate. In particular, the royalties are based on a percentage of net sales generated by our foreign franchisees’ operations. Consequently, our revenues from international franchisees are exposed to the potentially adverse effects of our franchisees’ operations, currency exchange rates, local economic conditions, political instability and other risks associated with doing business in foreign countries. We expect that our franchise revenues generated from international operations will increase in the future, thus increasing our exposure to changes in foreign economic conditions and currency fluctuations.
Inefficient restaurant technology or the failure to successfully implement technology initiatives in the future could adversely impact operating results.
We and our franchisees rely on technology in the restaurants not only to efficiently operate but also to drive sales growth and margin improvement. Execution of our strategy will be dependent on our initiative to build a common technology platform for the Popeyes system and our strategic technology initiatives may not be timely implemented or may not achieve the desired results. Certain technology systems may also be unreliable or inefficient, and the technology vendors may limit or terminate product support and maintenance, which could impact the reliability of critical systems supporting operations. Additionally, implementing the evolving technology demands of the consumer may place a significant financial burden on our restaurant operators. Any such deficiencies could impact sales and profitability by disrupting our operations, damaging our reputation or subjecting us to excessive costs and liabilities.
Instances of food-borne illness or avian flu could adversely affect the price and availability of poultry and other foods and create negative publicity which could result in a decline in our sales.
Instances of food-borne illness or avian flu could adversely affect the price and availability of poultry and other foods. Popeyes restaurants could experience a significant increase in food costs if there are additional instances of avian flu or food-borne illnesses.

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In addition to losses associated with higher prices and a lower supply of our food ingredients, instances of food-borne illnesses could result in negative publicity for us. This negative publicity, as well as any other negative publicity concerning food products we serve, may reduce demand for our food and could result in a decrease in guest traffic to our restaurants and causing a decline in our sales.
Shortages or interruptions in the supply or delivery of fresh food products could adversely affect our operating results.
We and our franchisees are dependent on frequent deliveries of fresh food products that meet our specifications. Shortages or interruptions in the supply of fresh food products caused by unanticipated demand, natural disasters, problems in production or distribution, there being fewer distributors, inclement weather or other conditions could adversely affect the availability, quality and cost of ingredients, which would adversely affect our operating results.
If any member of our senior management left us, our operating results could be adversely affected, and we may not be able to attract and retain additional qualified management personnel.
We are dependent on the experience and industry knowledge of the members of our senior management team. If, for any reason, our senior executives do not continue to be active in management or if we are unable to attract and retain qualified new members of senior management, our operating results could be adversely affected. We cannot guarantee that we will be able to attract and retain additional qualified senior executives as needed. We have employment agreements with certain executives; however, these agreements do not ensure their continued employment with us.
We may not be able to adequately protect our intellectual property, which could harm the value of our Popeyes brand and branded products and adversely affect our business.
We rely on a combination of trademarks, copyrights, service marks, trade secrets and similar intellectual property rights to protect our Popeyes brand and branded products. Our expansion strategy depends on our continued ability to use our intellectual property to increase brand awareness and further develop our branded products in both domestic and international markets. If our efforts to protect our intellectual property are not adequate, or if any third party misappropriates or infringes on our intellectual property, the value of our Popeyes brand may be harmed, which could have a material adverse effect on our business, including the failure of our Popeyes brand and branded products to achieve and/or maintain market acceptance.
Also, certain branding names, phrases, and designs that we use have not been registered in all of the countries in which we do business and may never be registered in all of these countries. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the U.S.  We cannot be certain that we will be able to adequately protect our use of various marks or that their use will not result in liability for trademark infringement, trademark dilution or unfair competition.
As the franchisor of the Popeyes system, we try to ensure that the quality of our Popeyes brand and branded products is maintained by all of our franchisees, but cannot be certain that franchisees or others will not take actions that adversely affect the value of our intellectual property or reputation.
There can be no assurance that all of the steps we have taken to protect our intellectual property in the U.S. and foreign countries will be adequate. Further, through acquisitions of third parties, we may acquire brands and related trademarks that are subject to the same risks as the brand and trademarks we currently own.
Our credit facility may limit our ability to expand our business, and our ability to comply with the repayment requirements, covenants, tests and restrictions contained in the credit facility may be affected by events that are beyond our control.
The credit facility contains financial and other covenants, including covenants which require us to maintain various financial ratios, limit our ability to incur additional indebtedness, restrict the amount of capital expenditures that may be incurred, restrict the payment of cash dividends and limit the amount of debt which can be loaned to our franchisees or guaranteed on their behalf. This facility also limits our ability to engage in mergers or acquisitions, sell certain assets, repurchase our stock and enter into certain lease transactions. The credit facility includes customary events of default, including, but not limited to, the failure to maintain the financial ratios described above, the failure to pay any interest, principal or fees when due, the failure to perform certain covenant agreements, inaccurate or false representations or warranties, insolvency or bankruptcy, change of control, the occurrence of certain ERISA events and judgment defaults. The restrictive covenants in our credit facility may limit our ability to expand our business, and our ability to comply with these provisions may be impacted by events beyond our control. A failure to comply with any of the financial and operating covenants included in the credit facility would result in an event of default, permitting the lenders to accelerate the maturity of outstanding indebtedness. This acceleration could have a material adverse impact on our financial condition and our liquidity.
Item 1B.  UNRESOLVED STAFF COMMENTS
None.
Item 2.  PROPERTIES
We own, lease or sublease the land and buildings for our Company-operated restaurants. In addition, we own, lease or sublease some land and buildings which we lease or sublease to our franchisees and third parties.
We typically lease our Company-operated restaurants under triple net leases that require us to pay minimum rent, real estate taxes, maintenance costs and insurance premiums and, in some cases, percentage rent based on sales in excess of specified amounts. Generally, our leases have initial terms of 20 years, with options to renew for one or more additional periods, although the terms of our leases vary depending on the facility.
The following table sets forth the locations by state of our Company-operated restaurants as of December 25, 2016 :
 
 
Land and
Buildings Owned
 
Land and
Buildings Leased
 
Total
Louisiana
5

 
20

 
25

Tennessee
2

 
8

 
10

Mississippi
3

 
2

 
5

North Carolina
2

 
9

 
11

Arkansas

 
1

 
1

South Carolina
1

 
2

 
3

Total
13

 
42

 
55

Within our franchise operations segment, our typical restaurant leases to franchisees are triple net to the franchisee, requiring them to pay minimum rent (based upon prevailing market rental rates) or percentage rent based on sales in excess of specified

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amounts or both minimum rent and percentage rent plus real estate taxes, maintenance costs and insurance premiums. These leases are typically cross-defaulted with the corresponding franchise agreement for that site.
The following table sets forth the locations by state of land and buildings which we lease or sublease to our franchisees as of December 25, 2016 :
 
Land and
Buildings Owned
 
Land and
Buildings Leased
 
Total
Texas
2

 
15

 
17

Indiana
9

 
8

 
17

Georgia

 
15

 
15

California
9

 
4

 
13

Minnesota
9

 
4

 
13

Tennessee
1

 
3

 
4

Colorado

 
1

 
1

Pennsylvania
2

 

 
2

Total
32

 
50

 
82

Additionally, we had four properties subleased or available to sublease to unrelated third parties and an owned parcel of land.
We lease office space in a facility located in Atlanta, Georgia that is the headquarters for the Company. The lease for the office space expires on November 30, 2022. There are two five year renewal options which can be executed to extend the lease an additional 10 years at a market rate to be determined at the time of renewal.
We believe our leased and owned facilities provide sufficient space to support our corporate and operational needs.
Item 3.  LEGAL PROCEEDINGS
We are a defendant in various legal proceedings arising in the ordinary course of business, including claims resulting from “slip and fall” accidents, employment-related claims, claims from guests or employees alleging illness, injury or other food quality, health or operational concerns and claims related to franchise matters. We have established adequate reserves to provide for the defense and settlement of such matters, and we believe their ultimate resolution will not have a material adverse effect on our financial condition or our results of operations.
Item 4.  MINE SAFETY DISCLOSURES
None.
PART II.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the NASDAQ Global Market under the symbol “PLKI.”
The following table sets forth the high and low per share sales prices of our common stock, by quarter, for fiscal years 2016 and 2015 .
 
   
2016
 
2015
(Dollars per share)
High
 
Low
 
High
 
Low
First Quarter
$
63.00

 
$
49.99

 
$
66.49

 
$
53.01

Second Quarter
$
59.75

 
$
49.11

 
$
60.75

 
$
54.40

Third Quarter
$
59.22

 
$
52.05

 
$
61.92

 
$
50.57

Fourth Quarter
$
63.11

 
$
50.77

 
$
59.41

 
$
50.93


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Share Repurchases
During 2016 , we repurchased and retired 1,815,574 shares of common stock for approximately $ 100.0 million . During 2015 , we repurchased and retired 1,084,478 shares of common stock for approximately $62.0 million.
During the fourth quarter of 2016 , we repurchased 190,667 of our common shares as scheduled below:
 
Period
 
Number
of Shares Repurchased
 
Average Price Paid Per Share
 
Total Number 
of Shares
Repurchased as Part of a Publicly
Announced Plan
 
Maximum Value of Shares that May Yet Be Repurchased
Under the Plan
Period 11 (10/03/16 to 10/30/16)
 
190,667

 
$
52.47

 
190,667

 
$
93,016,801

Period 12 (10/31/16 to 11/27/16)
 

 
$

 

 
$
93,016,801

Period 13 (11/28/16 to 12/25/16)
 

 
$

 

 
$
93,016,801

Total as of December 25, 2016
 
190,667

 
$
52.47

 
190,667

 
$
93,016,801



Shareholders of Record
As of January 22, 2017, we had 140 shareholders of record of our common stock.
Dividend Policy
We anticipate that we will retain any future earnings to support operations and to finance the growth and development of our business, and we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, plans for share repurchases, future prospects and other factors that the Board of Directors may deem relevant. Other than a special cash dividend in 2005, we have never declared or paid cash dividends on our common stock.

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Stock Performance Graph
The following stock performance graph compares the performance of our common stock to the Standard & Poor’s 500 Stock Index (“S&P 500 Index”) and the S&P 1500 Restaurants Index (the “peer group index”). Stock performance is compared for the five fiscal year period ended December 25, 2016 . The cumulative total return computations set forth in the performance graph assume the investment in the Company’s common stock and in each index was $100 at the end of fiscal 2011, and, with respect to the indices, that all dividends were reinvested.
STOCKGRAPH2016D.JPG

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Item 6.  SELECTED FINANCIAL DATA
The following data was derived from our Consolidated Financial Statements. Such data should be read in conjunction with our Consolidated Financial Statements and the notes thereto and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” at Item 7 of this Annual Report.
 
(In millions, except per share data)
2016
 
2015
 
2014
 
2013
 
2012
Summary of Operations:
 
 

 
 
 
 
 
 
Revenues: (1)
 
 

 
 
 
 
 
 
Sales by Company-operated restaurants (2)
$
108.3

 
$
109.5

 
$
97.2

 
$
78.7

 
$
64.0

Franchise royalties and fees (3)
154.8

 
144.0

 
131.3

 
121.9

 
110.5

Rent from franchised restaurants (4)
5.8

 
5.5

 
7.1

 
5.4

 
4.3

Total revenues
268.9

 
259.0

 
235.6

 
206.0

 
178.8

Expenses:
 
 
 
 
 
 
 
 
 
Restaurant food, beverages and packaging
34.2

 
35.3

 
32.0

 
26.1

 
21.7

Restaurant employee, occupancy and other expenses
53.4

 
52.3

 
46.8

 
37.9

 
31.2

General and administrative expenses
89.5

 
84.3

 
78.9

 
73.4

 
67.6

Occupancy expenses - franchise restaurants
3.1

 
3.1

 
3.2

 
3.4

 
2.9

Depreciation and amortization
10.1

 
9.7

 
8.7

 
6.7

 
4.6

Other expenses (income), net (5)
4.1

 

 
1.2

 
0.3

 
(0.5
)
Total expenses
194.4

 
184.7

 
170.8

 
147.8

 
127.5

Operating profit
74.5

 
74.3

 
64.8

 
58.2

 
51.3

Interest expense, net (6)
4.6

 
3.7

 
3.0

 
3.7

 
3.6

Income before income taxes
69.9

 
70.6

 
61.8

 
54.5

 
47.7

Income tax expense
27.1

 
26.5

 
23.8

 
20.4

 
17.3

Net income
$
42.8

 
$
44.1

 
$
38.0

 
$
34.1

 
$
30.4

 
 
 
 
 
 
 
 
 
 
Earnings per common share, basic
$
2.00

 
$
1.94

 
$
1.63

 
$
1.44

 
$
1.27

Earnings per common share, diluted
$
1.98

 
$
1.91

 
$
1.60

 
$
1.41

 
$
1.24

 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
21.4

 
22.7

 
23.3

 
23.6

 
23.9

Diluted
21.6

 
23.1

 
23.8

 
24.1

 
24.5

 

 
 
 
 
 
 
 
 
Summary of cash flow data:

 
 
 
 
 
 
 
 
Share repurchases
$
100.0

 
$
62.0

 
$
40.0

 
$
19.9

 
$
15.2

 

 
 
 

 
 
 
 
Year-end balance sheet data:

 
 
 

 
 
 
 
Total assets
$
262.2

 
$
266.7

 
$
260.3

 
$
200.5

 
$
172.4

Total debt
$
159.8

 
$
112.6

 
$
109.9

 
$
67.2

 
$
72.8

(1)
Factors that impact the comparability of revenues for the years presented include:
(a)
The effects of restaurant openings, closings, unit conversions, franchisee sales and same-store sales (see “Summary of System-Wide Data” later in this Item 6).
(b)
The Company’s fiscal year ends on the last Sunday in December. The 2012 fiscal year consisted of 53 weeks. All other fiscal years presented consisted of 52 weeks each. The 53 rd week in 2012 increased sales by Company-operated restaurants by approximately $1.2 million and increased franchise revenues by approximately $1.7 million. The net impact of the 53 rd week on earnings per share was approximately $0.01 per diluted share.
(2)
The comparability of sales by Company-operated restaurants are impacted by the two, five, thirteen, nine and five company restaurants openings in 2016, 2015, 2014, 2013 and 2012, respectively. The impact of the 17 Company-operated restaurants refranchised to franchisees in November 2016 was a reduction of $2.2 million of revenue compared to 2015. The impact of new restaurant openings, net of closings, was $4.3 million in 2016 compared to 2015, $12.4

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million in 2015 compared to 2014, $15.3 million in 2014 compared to 2013, and $14.9 million in 2013 compared to 2012.
(3)
Factors that impact franchise royalties and fees include:
(a)
Franchise revenues are principally composed of royalty payments from franchisees which are generally 5% of franchise net restaurant sales. While franchise sales are not recorded as revenue by the Company, management believes they are important in understanding the Company’s financial performance because these sales are indicative of the Company’s health, given the Company’s strategic focus on growing its overall business through franchising. Total franchisee sales were $3.178 billion in 2016, $2.950 billion in 2015, $2.640 billion in 2014, $2.358 billion in 2013, and $2.189 billion in 2012.
(b)
In 2012, the Company completed an acquisition of twenty-seven restaurants in Minnesota and California. The restaurants were in the trade image of another quick service restaurant concept. Twenty-six of the acquired restaurants were converted into the Popeyes Louisiana Kitchen image and leased to Popeyes franchisees to operate under our standard franchise agreement. The remaining restaurant property was sold in 2013. Non-recurring franchise fees associated with twenty-four conversions completed in 2013 were $5.5 million compared to $0.5 million for two conversions completed in 2012.
(4)
Rent from franchised restaurants is comprised of rents and percentage rents associated with properties leased or sub-leased to franchisees. Factors that impact the comparability of rent from franchised restaurants include:
(a)
Percentage rents earned from twenty-six restaurant properties converted and franchised in Minnesota and California increased rent from franchised restaurants $0.7 million in 2014 compared to 2013 and $1.9 million in 2013 compared to 2012.
(b)
The Company recognized $0.3 million in rental revenue from restaurants refranchised in 2016.
(c)
The Company recognized $0.2 million lease termination fees from the sale of a restaurant leased to a franchisee in 2016 and $0.9 million in lease termination fees from the sale of four restaurants leased to franchisees in 2014.
(d)
The assignment of leases to franchisees and lease terminations reduced rent from franchised restaurants by $0.2 million in 2016 compared to 2015, $0.6 million in 2015 compared to 2014 and $0.6 million in 2013 compared to 2012.
(5)
Factors that impact the comparability of other expenses (income), net for the years presented include:
(a)
During 2016, the Company recorded $3.7 million in asset impairments, which included $2.6 million in Company-operated restaurants and $1.1 million in restaurants leased to franchisees.
(b)
The Company incurred $0.5 million and $2.0 million in executive transition expense in 2015 and 2014, respectively.
(c)
In 2015, the Company recovered $0.4 million for claims filed pursuant to the Deepwater Horizon Economic and Property Damages Settlement Program.
(d)
During 2016 and 2013 net loss on the sale and disposal of assets were approximately $0.4 million and $0.3 million, respectively. During 2015, 2014 and 2012, net gain on the sale and disposal of assets was $0.1 million, $0.8 million, and $0.6 million, respectively.
(6)
Factors that impact the comparability of interest expense, net for the years presented include:
(a)
During 2016, we expensed $3.1 million in interest expense on debt compared to $2.0 million in 2015, due to a higher outstanding balance under our revolving credit facility.
(b)
During 2015, we expensed $2.0 million in interest expense on debt compared to $1.6 million in 2014. This increase was primarily due to a higher outstanding debt balance under the revolving credit facility during 2015 and higher effective interest rates under our credit facility after consideration of the impacts from interest rate swap agreements.
(c)
During 2014, we expensed $1.6 million in interest expense on debt compared to $2.4 million in 2013. This decrease was primarily due to the lower effective interest rate under the revolving credit facility.
(d)
During 2016, 2015 and 2014, we reclassified $0.6 million, $1.0 million and $0.8 million, respectively, from accumulated other comprehensive income for derivative losses from terminated interest rate swap agreements.
(e)
During 2013, we expensed $0.4 million in connection with the re-financing of our 2013 Credit Facility.



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Summary of System-Wide Data
The following table presents financial and operating data for the Popeyes restaurants we operate and those that we franchise. The data presented is unaudited. Data for franchised restaurants is derived from information provided by our franchisees. We present this data because it includes important operational measures relevant to the QSR industry
 
2016
 
2015
 
2014
 
2013
 
2012
Global system-wide sales increase (1)
7.4
 %
 
11.8
 %
 
12.3
%
 
8.2
%
 
13.5
%
Company-operated restaurants same-store sales increase (decrease)
(2.4
)%
 
(0.4
)%
 
5.7
%
 
2.3
%
 
5.3
%
Domestic franchised restaurants same-store sales increase
1.5
 %
 
6.0
 %
 
6.4
%
 
3.6
%
 
7.5
%
Total domestic same-store sales increase
1.4
 %
 
5.7
 %
 
6.3
%
 
3.6
%
 
7.5
%
International franchised restaurants same-store sales increase
4.4
 %
 
7.0
 %
 
5.1
%
 
4.7
%
 
2.6
%
Total global same-store sales increase (2)
1.7
 %
 
5.9
 %
 
6.2
%
 
3.7
%
 
6.9
%
 
 
 

 
 
 
 
 
 
Company-operated restaurants (all domestic)
 
 

 
 
 
 
 
 
Restaurants at beginning of year
70

 
65

 
53

 
45

 
40

New restaurant openings
2

 
5

 
13

 
9

 
5

Transfer to franchised restaurants
(17
)
 

 

 

 

Permanent closings

 

 
(1
)
 
(1
)
 

Restaurants at end of year
55

 
70

 
65

 
53

 
45

 
 
 
 
 
 
 
 
 
 
Franchised restaurants (domestic and international)
 
 
 
 
 
 
 
 
 
Restaurants at beginning of year
2,469

 
2,314

 
2,172

 
2,059

 
1,995

New restaurant openings
214

 
214

 
188

 
185

 
136

Transfer from Company-operated restaurants
17

 

 

 

 

Permanent closings
(58
)
 
(53
)
 
(52
)
 
(67
)
 
(75
)
Temporary (closings)/re-openings, net (3)
(9
)
 
(6
)
 
6

 
(5
)
 
3

Restaurants at end of year
2,633

 
2,469

 
2,314

 
2,172

 
2,059

 
 
 
 
 
 
 
 
 
 
Total system restaurants
2,688

 
2,539

 
2,379

 
2,225

 
2,104

 
 
 
 
 
 
 
 
 
 
New franchised restaurant openings
 
 
 
 
 
 
 
 
 
Domestic
116

 
120

 
108

 
115

 
79

International
98

 
94

 
80

 
70

 
57

Total new franchised restaurant openings
214

 
214

 
188

 
185

 
136

 
 
 
 
 
 
 
 
 
 
Franchised restaurants
 
 
 
 
 
 
 
 
 
Domestic
2,012

 
1,900

 
1,805

 
1,716

 
1,634

International
621

 
569

 
509

 
456

 
425

Restaurants at end of year
2,633

 
2,469

 
2,314

 
2,172

 
2,059


(1)
Fiscal year 2012 consisted of 53 weeks. All other fiscal years presented consisted of 52 weeks. The 53rd week in 2012 contributed approximately 2.0% to global system-wide sales growth. Excluding the impact of the 53rd week in 2012, global system-wide sales growth in 2013 was approximately 9.9%.
(2)
New restaurants are included in the computation of same-store sales after they have been open 65 weeks. Unit conversions are included immediately upon conversion. Temporary closings are excluded from same store sales for the period they are closed. Changes in international same-store sales are reported on a constant dollar basis, which reflects changes in international local currency sales.
(3)
Temporary closings are presented net of re-openings. Most temporary closings arise due to the re-imaging or the rebuilding of older restaurants.

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Table of Contents

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our Selected Financial Data, our Consolidated Financial Statements and our Risk Factors that are included elsewhere in this filing.
Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements, as a result of a number of factors including those factors set forth in Item 1A. of this Annual Report and other factors presented throughout this filing.
Nature of Business
Popeyes develops, operates, and franchises quick-service restaurants under the trade names Popeyes ® Louisiana Kitchen and Popeyes ® Chicken & Biscuits (collectively “Popeyes”) in 48  states, the District of Columbia, Puerto Rico, Guam, the Cayman Islands, and 25 foreign countries. Popeyes has two reportable business segments: franchise operations and Company-operated restaurants. Financial information concerning these business segments can be found at Note 20 to our Consolidated Financial Statements.
Merger Agreement with RBI
On February 21, 2017, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Restaurant Brands International Inc. (“RBI”). Under the terms of the Merger Agreement, an affiliate of RBI will commence a cash tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock for $79.00 per share in cash. Following the completion of the Offer, the Company will cease to be a publicly traded company. The completion of the acquisition, which we expect will occur in early April 2017, is subject to customary conditions.
2016 Overview
We accomplished the following results in 2016 as a result of disciplined execution against our strategic plan:
Earnings:
Reported net income was $42.8 million , or $1.98 per diluted share, compared to $44.1 million , or $1.91 per diluted share, in 2015 . Adjusted earnings per diluted share were $2.12 compared to $1.91 in 2015 , representing an increase of 11%. Adjusted earnings per diluted share is a supplemental non-GAAP measure of performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures.”
System Sales Performance:
Global system-wide sales increased approximately 7.4% , compared to an 11.8% increase last year, for a two-year compounded growth rate of over 20%.
Global same-store sales increased 1.7% in 2016 , compared to a 5.9% increase last year, for a two-year compounded growth rate of 7.7%.
Total domestic same-store sales increased 1.4% , compared to a 5.7% increase last year. This positive sales growth reflects Popeyes continued menu innovation, supported by expanded advertising and strengthened restaurant execution, which has led to an increase in Popeyes market share of the Chicken-Quick Service Restaurant category to 26.5% for 2016 from 25.5% in 2015 .
International same-store sales increased 4.4% , compared to a 7.0% increase last year, primarily due to sales in Turkey and Canada. This marks the the tenth consecutive year of positive international same-store sales growth.
Openings:
The Popeyes system opened 216 restaurants, which included 118 domestic and 98 international restaurants, compared to 219 last year. Included in the domestic openings were two Company-operated restaurants.
Net openings were 158 compared to 166 net restaurant openings in 2015 .
Key Financial Metrics:
Total revenues increased approximately 3.8% to $268.9 million in 2016 , from $259.0 million in 2015 .

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Company-operated restaurant operating profit was $20.7 million , or 19.1% of sales, compared to $21.9 million , or 20.0% of sales in 2015 . Company-operated restaurant operating profit is a supplemental non-GAAP measure of performance. See the heading entitled “Management's Use of Non-GAAP Financial Measures.”
Operating EBITDA of $88.7 million was 33.0% of total revenues, compared to $84.0 million , at 32.4% of total revenues in 2015 , a 5.6% increase. Operating EBITDA is a supplemental non-GAAP measure of performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures.”
Free cash flow was $56.0 million , compared to $49.9 million in 2015 . Free cash flow is a supplemental non-GAAP measure of performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures.”
The Company repurchased 1,815,574 shares of its common stock for approximately $ 100.0 million .
Comparisons of Fiscal Years 2016 and 2015
Company-Operated Restaurants
Sales by Company-operated restaurants were $108.3 million in 2016 , a $1.2 million decrease from 2015 . The decrease was primarily due to negative same store sales and the refranchise in November 2016 of the 17 restaurants in the Indianapolis market, partially offset by new restaurant openings in 2016 and 2015.
Company-operated restaurant same-store sales decreased 2.4% , compared to a 0.4% decrease in 2015 . The negative same-store sales in the Indianapolis and Charlotte markets were partially offset by a same-store sales increase of over 2% in our heritage markets, New Orleans and Memphis.
Company-operated restaurant operating profit was $20.7 million in 2016 compared to $21.9 million in 2015. The $1.2 million decrease in Company-operated restaurant operating profit was primarily due to lower sales. Company-operated restaurant operating profit margin was 19.1% of sales in 2016 compared to 20.0% of sales in 2015. The lower restaurant operating profit margin was primarily due to higher labor costs and other controllable expense. Company-operated restaurant operating profit margin is a supplemental non-GAAP measure of performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures.”
Franchise Royalties and Fees
Franchise royalties and fees have three basic components: (1) ongoing royalty payments that are determined based on a percentage of franchisee sales; (2) franchise fees associated with new restaurant openings; and (3) development fees associated with the opening of new franchised restaurants in a given market. Royalty revenues are the largest component of franchise royalties and fees, constituting more than 90%.
Franchise revenues were $154.8 million in 2016 , a $10.8 million increase from 2015 . The increase was primarily due to a $11.0 million increase in royalties resulting from an increase in franchise same-store sales of 1.9% during 2016 and new franchised restaurants and a $0.5 million increase in franchise and development fees from new unit openings, partially offset by the negative impacts of weakening foreign currencies against the US dollar of approximately $0.7 million.
Rent from Franchised Restaurants
Rent from franchised restaurants was $5.8 million in 2016 , a $0.3 million increase from 2015 . The increase was primarily due to $0.2 million in lease termination fees from properties sold to franchisee operators in 2016 and $0.3 million in rental revenue from restaurants refranchised in 2016, partially off-set by $0.2 million in lower rental revenue from properties sold or leases assigned to franchisee operators in 2015 and 2016.
General and Administrative Expenses
General and administrative expenses were $89.5 million in 2016 , a $5.2 million increase from 2015 . This increase was primarily attributable to planned investments to support our strategic roadmap and information technology, specifically:
 
a $2.9 million increase in restaurant assessments and other domestic franchisee operations support expenses;
a $1.7 million increase in information technology expenses including the scoping of our One Technology initiative;
a $0.5 million increase for the funding of our Popeyes Family and Friends Foundation;
a $0.7 million increase in Restaurant Support Center personnel costs; and
a $1.4 million increase in professional fees and other general and administrative expenses, net;

partially offset by:

$2.0 million decrease in short-term incentive based compensation.
General and administrative expenses were approximately 2.7% and 2.8% of system wide sales during 2016 and 2015 , respectively.
Depreciation and Amortization
Depreciation and amortization was $10.1 million compared to $9.7 million last year. The increase in depreciation and amortization was primarily attributable to depreciation associated with new Company-operated restaurant openings in 2016 and 2015.

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Other Expenses (Income), Net
Other expenses net of other income was $4.1 million in 2016 compared to insignificant other income in 2015. In 2016, the Company recorded $3.7 million in asset impairments and $0.4 net loss on the sale and disposal of assets.
In 2015, other income included $0.4 million in a settlement of claims and $0.1 million in gain on sale and disposal of assets, net, offset by executive transition expenses of $0.5 million.
See Note 16 to our Consolidated Financial Statements included in this Form 10-K for a description of Other expenses (income), net for 2016 and 2015 .
Operating Profit
Operating profit in 2016 was $74.5 million , a $0.2 million increase compared to 2015 . Fluctuations in the components of revenue and expense giving rise to this change are discussed above. The following is an analysis of the fluctuations in operating profit by business segment. Operating profit for each reportable segment includes operating results directly attributable to each segment.
 
(Dollars in millions)
2016
 
2015
 
Increase(Decrease)
 
As a
Percent
Franchise operations
$
73.2

 
$
67.6

 
$
5.6

 
8.3
 %
Company-operated restaurants
15.5

 
16.4

 
(0.9
)
 
(5.5
)%
Operating profit before unallocated expenses
88.7

 
84.0

 
4.7

 
5.6
 %
Less unallocated expenses:
 
 
 
 
 
 
 
Depreciation and amortization
10.1

 
9.7

 
0.4

 
4.1
 %
Other expenses (income), net
4.1

 

 
4.1

 


Total
$
74.5

 
$
74.3

 
$
0.2

 
0.3
 %
The $5.6 million growth in franchise operations was primarily due to the $11.1 million increase in franchise revenue partially offset by a $5.5 million increases in general and administrative expenses related to domestic franchisee operations support, information technology, and other general and administrative expenses partially offset by short-term incentive based compensation.
Company-operated restaurants segment operating profit was $15.5 million , a $ 0.9 million or 5.5% decrease from 2015 . The decrease in segment operating profit was due to a $1.2 million decrease in Company-operated restaurant operating profit partially offset by a $0.3 million decrease in Company-operated restaurants general and administrative expenses primarily due to lower short-term incentive based compensation in 2016.
Interest Expense, Net
Interest expense, net was $4.6 million in 2016 , a $0.9 million increase from 2015 . This increase was primarily due to a higher outstanding debt balance under the credit facility during 2016 .
Income Tax Expense
Income tax expense was $27.1 million , yielding an effective tax rate of 38.8% , compared to an effective tax rate of 37.5% in 2015 . The higher effective tax rate in 2016 is primarily due to a $0.5 million valuation allowance recorded on a deferred tax asset associated with a non-operating property held for sale, a $0.2 million adjustment to the valuation allowance on deferred tax assets in Louisiana, and an increase in our deferred state income tax rate. The effective rates differ from statutory rates due to adjustments in estimated tax reserves, tax credits and permanent differences between reported income and taxable income for tax purposes. See Note 18 to our Consolidated Financial Statements included in this Form 10-K for the reconciliation of the statutory rates to the Company's effective tax rates.
Comparisons of Fiscal Years 2015 and 2014
Sales by Company-Operated Restaurants
Sales by Company-operated restaurants were $109.5 million in 2015, a $12.3 million increase from 2014. The increase was primarily due to new restaurant openings in 2015 and 2014, partially offset by negative same store sales.

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Company-operated restaurant same-store sales decreased 0.4%, compared to a 5.7% increase in 2014. Negative same-store sales in the Indianapolis and Charlotte markets were partially off-set by a same-store sales increase of over 6% in our heritage markets, New Orleans and Memphis.
Franchise Royalties and Fees
Franchise royalties and fees have three basic components: (1) ongoing royalty payments that are determined based on a percentage of franchisee sales; (2) franchise fees associated with new restaurant openings; and (3) development fees associated with the opening of new franchised restaurants in a given market. Royalty revenues are the largest component of franchise royalties and fees, constituting more than 90%.
Franchise revenues were $144.0 million in 2015, a $12.7 million increase from 2014. The increase was primarily due to a $15.0 million increase in royalties resulting from an increase in franchise same-store sales of 6.1% during 2015 and new franchised restaurants, offset in part by the negative impacts of weakening foreign currencies against the US dollar of approximately $1.4 million and a $0.9 million decrease in renewal and transfer fees.
Rent from Franchised Restaurants
Rent from franchised restaurants was $5.5 million in 2015, a $1.6 million decrease from 2014. The decrease was primarily due to $0.9 million in lease termination fees from properties sold to franchisee operators in 2014, $0.6 million in lower rental revenue from nine properties sold or leases assigned to franchisee operators in 2014 and 2015, and $0.1 million in lower percentage rents.
Company-Operated Restaurant Operating Profit
Company-operated restaurant operating profit was $21.9 million in 2015 compared to $18.4 million in 2014. The $3.5 million increase in Company-operated restaurant operating profit was primarily due to an increase in sales of $12.4 million from net openings in 2015 and 2014. Company-operated restaurant operating profit margin was 20.0% of sales in 2015 compared to 18.9% of sales in 2014. The higher restaurant operating profit margin was primarily due to improved labor controls and management of food, beverages and packaging, partially offset by higher occupancy expenses. Higher poultry and grocery basket costs were offset by targeted pricing increases. Company-operated restaurant operating profit margin is a supplemental non-GAAP measure of performance. See the heading entitled “Management’s Use of Non-GAAP Financial Measures.”
General and Administrative Expenses
General and administrative expenses were $84.3 million in 2015, a $5.4 million increase from 2014. This increase was primarily attributable to:
 
$3.6 million increase in personnel expenses in the corporate support center primarily related to people services, information technology, development and product engineering and supply chain;
$1.4 million increase in incentive based compensation expense;
$1.0 million increase in brand-building media investments in international markets; and
$1.2 million increase in expenses supporting our strategic road map initiatives and other general and administration expenses, net.

Partially offset by:

$1.4 million lower royalty expense under the old royalty and supply agreement with Diversified; and
$0.4 million decrease in Company-operated restaurants pre-opening expenses.
General and administrative expenses were approximately 2.8% and 2.9% of system wide sales during 2015 and 2014, respectively.
Depreciation and Amortization
Depreciation and amortization was $9.7 million in 2015 compared to $8.7 million in 2014. The increase in depreciation and amortization was primarily attributable to depreciation associated with new Company-operated restaurants.
Other Expenses (Income), Net
Other expenses net of other income was not significant in 2015 compared to other expenses, net of $1.2 million in 2014. In 2015, other income included $0.4 million in a settlement of claims and $0.2 million in gain on sales of assets, net, off-set by executive transition expenses of $0.5 million and $0.1 million loss on disposals of property and equipment. In 2014, other expense

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included $0.2 million in loss on disposals of property and equipment and $2.0 million in expenses related to executive transition expenses, offset by $1.0 million in net gain on sale of assets, net.
See Note 16 to our Consolidated Financial Statements included in this Form 10-K for a description of Other expenses (income), net for 2015 and 2014.
Operating Profit
Operating profit in 2015 was $74.3 million, a $9.5 million increase compared to 2014. Fluctuations in the components of revenue and expense giving rise to this change are discussed above. The following is an analysis of the fluctuations in operating profit by business segment. Operating profit for each reportable segment includes operating results directly attributable to each segment.
(Dollars in millions)
2015
 
2014
 
Increase(Decrease)
 
As a
Percent
Franchise operations
$
67.6

 
$
62.2

 
$
5.4

 
8.7
 %
Company-operated restaurants
16.4

 
12.5

 
3.9

 
31.2
 %
Operating profit before unallocated expenses
84.0

 
74.7

 
9.3

 
12.4
 %
Less unallocated expenses:
 
 
 
 
 
 
 
Depreciation and amortization
9.7

 
8.7

 
1.0

 
11.5
 %
Other expenses (income), net

 
1.2

 
(1.2
)
 
(100.0
)%
Total
$
74.3

 
$
64.8

 
$
9.5

 
14.7
 %
The $5.4 million growth in franchise operations was primarily due to the $12.7 million increase in franchise revenue partially offset by lower rent from franchised restaurants and increases in general and administrative expenses related to the corporate support center, international media investments and strategic road map initiatives.
Company-operated restaurants segment operating profit was $16.4 million, a $3.9 million or 31.2% increase from 2014. The increase in segment operating profit was primarily due to a $3.5 million increase in Company-operated restaurant operating profit and a $0.4 million decrease in pre-opening expenses of Company-operated restaurants due to lower openings in 2015.
Interest Expense, Net
Interest expense, net was $3.7 million in 2015, a $0.7 million increase from 2014. This increase was primarily due to a higher outstanding debt balance under the 2013 Revolving Credit Facility during 2015 and higher effective interest rates under our 2013 Revolving Credit Facility after consideration of the impacts from our interest rate swap agreements.
Income Tax Expense
Income tax expense was $26.5 million, yielding an effective tax rate of 37.5%, compared to an effective tax rate of 38.5% in 2014. The lower effective tax rate in 2015 was primarily due to a $0.5 million out-of-period adjustment to our deferred tax liability associated with our indefinite lived intangible assets in 2014. The effective rates differ from statutory rates due to adjustments in estimated tax reserves, tax credits and permanent differences between reported income and taxable income for tax purposes. See Note 18 to our Consolidated Financial Statements included in this Form 10-K for the reconciliation of the statutory rates to the Company's effective tax rates.
Liquidity and Capital Resources
We finance our business activities primarily with cash flows generated from our operating activities and borrowings under our credit facility.
Based primarily upon our generation of cash flows from operations, coupled with our existing cash reserves of $11.6 million and $94.4 million available borrowings under our credit facility as of December 25, 2016 , the Company believes that it will have adequate cash flow (primarily from operating cash flows) to meet its anticipated future requirements for working capital, various contractual obligations and expected capital expenditures for 2017. Furthermore, the Company's new credit facility discussed below will provide additional resources to meet commitments.
Our franchise model provides strong, diverse and reliable cash flows. Net cash provided by operating activities of the Company was $66.4 million and $62.7 million for 2016 and 2015 , respectively. The $3.7 million increase in cash flows from operating
activities was primarily due to a $4.7 million increase in Operating EBITDA and a $6.6 million decrease in excess tax benefit from share-based payment arrangements partially offset by a $7.6 million increase in income tax payments. See our Company’s Consolidated Statements of Cash Flows in our Consolidated Financial Statements included in this Form 10-K.
Our cash flows and available borrowings allow us to pursue our growth strategies. Our priorities in the use of available cash are:
reinvestment in core business activities that promote the Company’s strategic initiatives,
repurchase shares of our common stock, and
reduction of long-term debt.
Our investment in core business activities includes our commitment to maintain and reimage our Company-operated restaurants, construct Company-operated restaurants and provide operations support to our franchise system. Substantially all of our capital expenditures have been financed using cash provided from operating activities and borrowings under our bank credit facilities.
Our capital expenditures consist primarily of new restaurant construction, equipment replacements, re-imaging activities associated with Company-operated restaurants, investments in information technology and other capital assets. Capital expenditures associated with new freestanding restaurant construction typically cost, on a per restaurant basis, between $1.2 million and $1.5 million.
Net cash used in investing activities was $10.2 million and $12.6 million in 2016 and 2015 , respectively. The $2.4 million decrease in cash used in investing activities was due to a $5.3 million reduction due to a decrease in Company-operated restaurant openings partially offset by a $1.2 million increase in information technology and general and administrative assets and a $1.7 million increase in capital spending to maintain, replace and extend the lives of Company-operated restaurant equipment and facilities.
The table below summarizes our capital expenditures for fiscal years 2016 , 2015 , and 2014 :
(Dollars in millions)
2016
2015
2014
Construction of new Company-operated restaurants
$
5.6

$
10.9

$
20.9

Acquisition and conversion of restaurants in California and Minnesota


2.9

Reimaging activities at Company-operated restaurants


0.6

Information technology hardware and software
1.1

0.4

0.8

Construction of the new corporate office


1.3

General and administrative assets
1.1

0.6

0.3

Other capital assets (1)
2.6

0.9

1.0

Total capital expenditures
$
10.4

$
12.8

$
27.8


(1) Maintain, replace and extend the lives of Company-operated restaurant equipment and facilities.
During 2016 , 2015 , and 2014 , we repurchased and retired 1,815,574 shares, 1,084,478 shares, and 891,931 shares of common stock for $100.0 million, $62.0 million, and $40.0 million, respectively. The remaining dollar amount of shares that may be repurchased under the program was $93.0 million at year-end 2016. See Note 12 to our Consolidated Financial Statements included in this Form 10-K.
Net cash used in financing activities was $53.7 million in 2016 compared to $49.4 million net cash used in financing activities in 2015 . The $4.3 million increase in cash used in financing activities was primarily due to a $38.0 million increase in share repurchases in 2016 compared to 2015, a $6.6 million dollar decrease in excess tax benefits from share-based payment arrangements, a $2.0 million reduction in proceeds from exercise of employee stock options, a $1.1 million of debt issuance cost related to the 2016 Credit facility, and a $0.1 million decrease in other financing activities partially offset by a $43.5 million increase in net borrowings under our credit facilities.
See Note 9 and Note 22 to our Consolidated Financial Statements included in this Form 10-K for descriptions of the 2013 Revolving Credit Facility and the 2016 Revolving Credit Facility.

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On January 22, 2016, the Company refinanced its existing 2013 Revolving Credit Facility with a new five year $250.0 million revolving credit facility.
Key terms in the 2016 Revolving Credit Facility include the following:
The Company must maintain a Consolidated Total Leverage Ratio of < 4.00 to 1.0.
The Company must maintain a Consolidated Minimum Fixed Charge Coverage Ratio of > 1.25 to 1.0.
The Company may repurchase and retire its common shares at any time the Consolidated Total Leverage Ratio is less than 3.50 to 1.0.
Borrowings under the facility will bear interest based upon the LIBOR Rate or the Base Rate (each as defined in the facility) plus an applicable margin based on the Company’s Total Leverage Ratio (as defined in the facility). The borrowings currently bear interest at the LIBOR Rate plus 1.50%. The Company will pay (quarterly in arrears) an annual commitment fee based on its Total Leverage Ratio on the unused portions of the facility.
The Company may obtain other short-term borrowings of up to $10.0 million and letters of credit up to $20.0 million. Collectively, these other borrowings and letters of credit may not exceed the amount of unused borrowings under the facility.
No principal payments will be due until the maturity date January 22, 2021.
Consolidated Total Leverage Ratio, as defined in the 2016 Revolving Credit Facility, is the ratio of the Company’s Consolidated Total Indebtedness to Consolidated EBITDA for the four immediately preceding fiscal quarters. Consolidated Total Indebtedness means, as at any date of determination, the aggregate principal amount of indebtedness of the Company. The Company's Consolidated Total Leverage Ratio was 1.7 to 1.0 and 1.2 to 1.0 as of December 25, 2016 and December 27, 2015, respectively. Consolidated Total Leverage Ratio, Consolidated Total Indebtedness, and Consolidated EBITDA are supplemental non-GAAP financial measures. See the heading “Management’s Use of Non-GAAP Financial Measures.”
Consolidated Minimum Fixed Charge Coverage Ratio, as defined in the 2016 Revolving Credit Facility, is the ratio of the Company’s Consolidated EBITDAR (earnings before interest, taxes, depreciation, amortization, and rent) less provisions for current taxes less Consolidated Maintenance Capital Expenditures to Consolidated Fixed Charges. Consolidated Fixed Charges is defined as the sum of aggregate amounts of scheduled principal payments made during such period on Indebtedness, including Capital Lease Obligations, Consolidated Cash Interest, and Consolidated Rental Expense.
As of December 25, 2016 , the Company was in compliance with the financial and other covenants of the 2016 Revolving Credit Facility. The Company’s weighted average interest rate for all outstanding indebtedness under the 2016 Revolving Credit Facility, including fixed and floating rate debt, was 2.4% as of December 25, 2016 .
The Company uses interest rate swap agreements to fix the interest rate exposure on a portion of its outstanding revolving debt. On December 16, 2014 and June 15, 2015 the Company entered into interest rate swap contracts effective January 5, 2015 and July 6, 2015, respectively. The Company’s interest rate swap contracts limit the interest rate exposure on $85 million of floating rate debt borrowed under its 2013 Revolving Credit Facility to a fixed rate of 2.70% . The swap agreements are scheduled to expire January 5, 2018 .
On February 15, 2017, the Company increased the revolving loan commitments under the 2016 revolving credit facility to $400 million . See Note 22 to our Consolidated Financial Statements for further discussion.
Contractual Obligations
The following table summarizes our contractual obligations, due over the next five years and thereafter, as of December 25, 2016 :
(In millions)
2017
2018
2019
2020
2021
There-after
Total
Long-term debt, excluding capital leases (1)
$
0.5

$
0.6

$
0.6

$
0.2

$
155.7

$

$
157.6

Interest on long-term debt, excluding capital leases (1)
3.4

3.4

3.4

3.3

0.2


13.7

Leases (2)
8.3

7.9

7.7

7.6

7.4

112.7

151.6

Information technology outsourcing (3)
0.9






0.9

Business process services (3)
1.4

0.4





1.8

     Total (4)
$
14.5

$
12.3

$
11.7

$
11.1

$
163.3

$
112.7

$
325.6



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(1)
For variable rate debt, the Company estimated average outstanding balances for the respective periods and applied interest rates in effect at December 25, 2016 . See Note 9 to our Consolidated Financial Statements included in this Form 10-K for information concerning the terms of our 2016 Revolving Credit Facility.
(2)
Of the $151.6 million of minimum lease payments, $146.2 million of those payments relate to operating leases and the remaining $5.4 million of payments relate to capital leases. See Note 10 to our Consolidated Financial Statements included in this Form 10-K.
(3)
See Note 15 to our Consolidated Financial Statements included in this Form 10-K.
(4)
We have not included in the contractual obligations table approximately $1.2 million for uncertain tax positions we have taken on tax returns. These liabilities may increase or decrease over time as a result of tax examinations, and given the status of the examinations, we cannot reliably estimate the amount or period of cash settlement, if any, with the respective taxing authorities. These liabilities also include amounts that are temporary in nature and for which we anticipate that over time there will be no net cash outflow.
Off-Balance Sheet Arrangements
The Company has no significant Off-Balance Sheet Arrangements.
Impact of Inflation
The impact of inflation on the cost of food, labor, fuel and energy costs, and other commodities has influenced our operating expenses. To the extent permitted by the competitive environment in which we operate, increased costs are partially recovered through menu price increases coupled with purchasing prices and productivity improvements.
Critical Accounting Policies and Estimates
Our significant accounting policies are presented in Note 2 to our Consolidated Financial Statements included in this Form 10-K. Of our significant accounting policies, we believe the following involve a higher degree of risk, judgment and complexity. These policies involve estimations of the effect of matters that are inherently uncertain and may significantly impact our quarterly or annual results of operations or financial condition. Changes in the estimates and judgments could significantly affect our results of operations, financial condition and cash flows in future years. Our critical accounting policies and estimates include:
Impairment of long-lived assets;
Impairment of goodwill and indefinite-lived intangible assets;
Fair value measurements;
Allowances for accounts and notes receivable;
Leases; 
Deferred tax assets and tax reserves;
Contingent liabilities; and  
Stock-based compensation expense. 
Accounting Pronouncements That We Have Not Yet Adopted
See Note 3 to the Consolidated Financial Statements for i mpacts of accounting pronouncements which have been issued but not yet adopted on the Company's financial position and the results of operations.
Management’s Use of Non-GAAP Financial Measures
Adjusted earnings per diluted share, operating EBITDA, operating EBITDA margin, Company-operated restaurant operating profit, Company-operated restaurant operating profit margin, free cash flow and consolidated total leverage ratio are supplemental non-GAAP financial measures. The Company uses adjusted earnings per diluted share, operating EBITDA, operating EBITDA margin, Company-operated restaurant operating profit, Company-operated restaurant operating profit margin, free cash flow and consolidated total leverage ratio, in addition to earnings per share, net income, operating profit and cash flows from operating activities, to assess its performance and believes it is important for investors to be able to evaluate the Company using the same measures used by management. The Company believes these measures are important indicators of its operational strength and the performance of its business. Adjusted earnings per diluted share, operating EBITDA, operating EBITDA margin, Company-operated restaurant operating profit, Company-operated restaurant operating profit margin, free cash flow and consolidated total leverage ratio as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. In addition, adjusted earnings per diluted share, operating EBITDA, operating EBITDA margin, Company-operated restaurant operating profit, Company-operated restaurant operating profit margin, free cash flow and consolidated total leverage ratio: (a) do not represent earnings per share, net income, operating profit, cash flows from operating activities as defined by GAAP; (b)

22

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are not necessarily indicative of cash available to fund cash flow needs; and (c) should not be considered as an alternative to earnings per share, net income, operating profit, cash flows from operating activities or other financial information determined under GAAP.
Adjusted earnings per diluted share: Calculation and Definition
The Company defines adjusted net income for the periods presented as the Company’s reported net income after adjusting for certain non-operating items consisting of the following:
i.
other expense (income), net, as follows:
fiscal 2016 includes $3.7 million in asset impairments and $0.4 million net loss of the sale and disposal of assets;
fiscal 2015 includes $0.4 million for recoveries under Deepwater Horizon Economic and Property Damages Settlement Program and $0.2 million net gain on the sale of assets offset by $0.5 million related to executive transition expenses and $0.1 million net loss on the sale and disposal of assets;
ii.
for fiscal 2016, $0.5 million in income tax expense for an out-of-period adjustment to the Company's valuation allowance on a deferred tax asset associated with a non-operating property held for sale as discussed in Note 18 to the Consolidated Financial Statements; and
iii.
the tax effect of these adjustments at the effective statutory rates.
Adjusted earnings per diluted share provides the per share effect of adjusted net income on a diluted basis. The following table reconciles on a historical basis for fiscal years 2016 and 2015 , the Company’s adjusted earnings per diluted share on a consolidated basis to the line on its consolidated statement of operations entitled net income, which the Company believes is the most directly comparable GAAP measure on its consolidated statement of operations:
(In millions, except per share data)
2016
2015
Net income
$
42.8

$
44.1

Other expense (income), net
4.1


Deferred tax asset valuation allowance
0.5


Tax effect
(1.6
)

Adjusted net income
$
45.8

$
44.1

Adjusted earnings per diluted share
$
2.12

$
1.91

Weighted average diluted shares outstanding
21.6

23.1

Operating EBITDA: Calculation and Definition
The Company defines operating EBITDA as “earnings before interest expense, taxes, depreciation and amortization, and other expenses (income), net.” The following table reconciles on a historical basis for the fiscal years 2016 and 2015 , respectively, the Company’s operating EBITDA on a consolidated basis to the line on its consolidated statement of operations entitled net income, which the Company believes is the most directly comparable GAAP measure. Operating EBITDA margin is defined as operating EBITDA divided by total revenues.

(Dollars in millions)
2016
2015
Net income
$
42.8

$
44.1

Interest expense, net
4.6

3.7

Income tax expense
27.1

26.5

Depreciation and amortization
10.1

9.7

Other expenses (income), net
4.1


Operating EBITDA
$
88.7

$
84.0

Total revenues
$
268.9

$
259.0

Operating EBITDA margin
33.0
%
32.4
%
Company-operated Restaurant Operating Profit: Calculation and Definition

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The Company defines Company-operated restaurant operating profit as sales by Company-operated restaurants minus restaurant food, beverages and packaging minus restaurant employee, occupancy and other expenses. The following table reconciles on a historical basis for fiscal years 2016 , 2015 and 2014 , respectively, Company-operated restaurant operating profit to the line item on its consolidated statement of operations entitled sales by Company-operated restaurants, which the Company believes is the most directly comparable GAAP measure. Company-operated restaurant operating profit margin is defined as Company-operated restaurant operating profit divided by sales by Company-operated restaurants.
 
(Dollars in millions)
2016
2015
2014
Sales by Company-operated restaurants
$
108.3

$
109.5

$
97.2

Restaurant food, beverages and packaging
(34.2
)
(35.3
)
(32.0
)
Restaurant employee, occupancy and other expenses
(53.4
)
(52.3
)
(46.8
)
Company-operated restaurant operating profit
$
20.7

$
21.9

$
18.4

Company-operated restaurant operating profit margin
19.1
%
20.0
%
18.9
%
Free Cash Flow: Calculation and Definition
The Company defines “free cash flow” as net cash provided by operating activities less capital expenditures. Free cash flow is an important measure utilized by management in determining the amount of cash available for reinvestment in our strategic initiatives, share repurchases, and reduction of long-term debt. We believe it provides a more representative assessment of operating cash flows and that it is important for investors to be able to evaluate the Company using the same measures as management. Free cash flow is not a term defined by GAAP, and as a result, our measure of free cash flow might not be comparable to similarly titled measures used by other companies and does not represent residual cash available for discretionary investments. Free cash flow should be considered as supplemental in nature and not be considered in isolation or as a substitute for our liquidity as reported in the Company’s consolidated statements of cash flows prepared in accordance with GAAP.
The following table reconciles on a historical basis for fiscal years 2016 and 2015 , respectively, the Company’s free cash flow on a consolidated basis to the line on its consolidated statements of cash flows entitled net cash provided by operating activities, which the Company believes is the most directly comparable GAAP measure:
(Dollars in millions)
2016
2015
Net cash provided by operating activities
$
66.4

$
62.7

Capital expenditures (a)
(10.4
)
(12.8
)
Free cash flow
$
56.0

$
49.9


(a) Our capital expenditures consist primarily of new restaurant construction, equipment replacements, reimaging activities associated with Company-operated restaurants, investments in information technology and other capital assets.
Consolidated Total Leverage Ratio: Calculation and Definition
The Company uses Consolidated Total Leverage Ratio (“total leverage ratio”) to measure compliance with its covenants and borrowing capacity under its revolving credit facility. The Company also believes that its total leverage ratio is a helpful measure for investors to assess its overall debt leverage which affects its ability to refinance its long-term debt as it matures, the cost of existing debt, the capacity to incur additional debt to invest in its strategic initiatives, and the ability to repurchase and retire its common shares.
The Company calculates Consolidated Total Leverage Ratio, Consolidated Total Indebtedness and Consolidated EBITDA in accordance with its revolving credit facility. Consolidated Total Leverage Ratio is defined as the ratio of Consolidated Total Indebtedness divided by Consolidated EBITDA. Consolidated Total Indebtedness is generally defined as total indebtedness reflected on our balance sheet plus outstanding letters of credit. Consolidated EBITDA is defined as earnings before interest expense, taxes, depreciation and amortization, other expenses (income), net, and stock-based compensation expense for the four immediately preceding fiscal quarters.
Set forth below is the calculation of Consolidated Total Leverage Ratio as of December 25, 2016 and December 27, 2015 and the reconciliations of Consolidated Total Indebtedness and Consolidated EBITDA to their most comparable GAAP measures: current debt maturities and long-term debt, for Consolidated Indebtedness, and net income, for Consolidated EBITDA.

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52 weeks ended
(Dollars in millions)
12/25/2016
 
12/27/2015
Current debt maturities
$
0.5

 
$
0.3

Long-term debt
159.3

 
112.3

Total indebtedness
159.8

 
112.6

Plus: outstanding letters of credit
0.1

 
0.1

Consolidated Total Indebtedness
$
159.9

 
$
112.7

 
 
 
 
Net income
$
42.8

 
$
44.1

Interest expense, net
4.6

 
3.7

Income tax expense
27.1

 
26.5

Depreciation and amortization
10.1

 
9.7

Other expenses (income), net
4.1

 

Stock-based compensation expense
6.8

 
6.7

Consolidated EBITDA
$
95.5

 
$
90.7

 
 
 
 
Consolidated Total Leverage Ratio
1.7
 
1.2

Forward-Looking Statements

Forward-Looking Statement: Certain statements in this Annual Report on Form 10-K contain “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management’s current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties. Examples of such statements in this Annual Report on Form 10-K include discussions regarding the Company’s planned implementation of its strategic plan, expectations regarding future growth, planned share repurchases, projections and expectations regarding same-store sales for fiscal 2017 and beyond, expected capital expenditures, guidance for new restaurant openings and closures, effective income tax rate, and the Company’s anticipated 2017 and long-term performance, including projections regarding general and administrative expenses, net earnings per diluted share, and similar statements of belief or expectation regarding future events. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: competition from other restaurant concepts and food retailers, disruptions in the financial markets, the loss of franchisees and other business partners, labor shortages or increased labor costs, increased costs of our principal food products, changes in consumer preferences and demographic trends, as well as concerns about health or food quality, instances of avian flu or other food-borne illnesses, general economic conditions, the loss of senior management and the inability to attract and retain additional qualified management personnel, limitations on our business under our credit facility, our ability to comply with the repayment requirements, covenants, tests and restrictions contained in our credit facility, failure of our franchisees, a decline in the number of franchised units, a decline in our ability to franchise new units, slowed expansion into new markets, unexpected and adverse fluctuations in quarterly results, increased government regulation, the reliability of our information technology systems and network security, effects of volatile gasoline prices, supply and delivery shortages or interruptions, cyber security risks, currency, economic and political factors that affect our international operations, inadequate protection of our intellectual property and liabilities for environmental contamination, uncertainties as to the timing of the proposed transaction with RBI, uncertainties as to the percentage of the Company’s shareholders tendering shares in the proposed transaction with RBI, the possibility that competing offers will be made, the possibility that various closing conditions for the proposed transaction with RBI may not be satisfied or waived, the effects of disruption caused by the proposed transaction with RBI making it more difficult to maintain relationships with employees, franchisees, vendors and other business partners, the risk that shareholder litigation in connection with the proposed transaction with RBI may result in significant costs of defense, indemnification and liability, the risk that the transaction with RBI may not be completed and the other risk factors detailed in this Annual Report on Form 10-K and other documents we file with the Securities and Exchange Commission. Therefore, you should not place undue reliance on any forward-looking statements.



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Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in certain commodity prices, foreign currency exchange rates and interest rates. All of these market risks arise in the normal course of business, as we do not engage in speculative trading activities. The following analysis provides quantitative information regarding these risks.
Commodity Market Risk.   We are exposed to market risk from changes in poultry and other commodity prices. Chicken is the principal raw material for our operations, constituting approximately 45% of our combined “Restaurant food, beverages and packaging” costs. These costs are significantly affected by fluctuations in the cost of chicken, which can result from a number of factors, including increases in the cost of grain, disease, declining market supply of fast-food sized chickens and other factors that affect availability, and greater international demand for domestic chicken products. We are affected by fluctuations in the cost of other commodities including shortening, wheat, gas and utility price fluctuations. Our ability to recover increased costs through higher pricing is limited by the competitive environment in which we operate.
In order to ensure favorable pricing for fresh chicken purchases and to maintain an adequate supply of fresh chicken for the Popeyes system, Supply Management Services, Inc. (a not-for-profit purchasing cooperative of which we are a member) has entered into chicken purchasing contracts with chicken suppliers. The contracts, which pertain to the vast majority of our system-wide purchases are “cost-plus” contracts that utilize prices based upon the cost of certain feed grains plus certain agreed upon non-feed and processing costs. In order to stabilize pricing for the Popeyes system, Supply Management Services, Inc. enters into commodity pricing agreements for certain commodities including corn, soy, and wheat which impact the price of poultry and other food costs.
Foreign Currency Exchange Rate Risk.   We are exposed to foreign currency exchange risk from the potential changes in foreign currency rates that directly impact our royalty revenues and cash flows from our international franchise operations. In 2016 , franchise revenues from these foreign currency based operations represented approximately 7.4% of our total franchise revenues. For each of 2016 , 2015 , and 2014 , foreign-sourced revenues represented approximately 4.3%, 4.7% and 4.7%, of our total revenues, respectively. All other things being equal, for the fiscal year ended December 25, 2016 , operating profit would have decreased by approximately $1.1 million if all foreign currencies had uniformly weakened 10% relative to the U.S. Dollar.
As of December 25, 2016 , approximately $1.5 million of our accounts receivable were denominated in foreign currencies. Our international franchised operations are in 25 foreign countries with approximately 43% of our revenues from international royalties originating from restaurants in Canada and Turkey.
Interest Rate Risk.   Our net exposure to interest rate risk consists of our borrowings under our 2016 Credit Facility. Borrowings made pursuant to that facility include interest rates that are benchmarked to U.S. and European short-term floating interest rates. As of December 25, 2016 , the balances outstanding under our 2016 Credit Facility, totaled $155.5 million. The impact on our annual results of operations of a hypothetical one-point interest rate change on the outstanding balances under our 2016 Credit Facility would be approximately $0.7 million after the effects of its interest rate swap agreements.
Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our Consolidated Financial Statements can be found beginning on page  40 of this Annual Report, and the relevant portions of those statements and the accompanying notes are hereby incorporated by reference into this Item 8.
 
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A.  CONTROLS AND PROCEDURES
(a)  Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures of a registrant designed to ensure that information required to be disclosed by the registrant in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to a registrant’s management, including its principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosures.
(b)  Our Evaluation of the Company’s Disclosure Controls and Procedures
We evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 25, 2016 , as required by Rule 13a-15(b) and 15d-15(b) of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).
Based on management’s assessment, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 25, 2016 to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms

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and accumulated and communicated to the Company’s management, including its principal executive and principal financial officers as appropriate to allow timely decisions regarding required disclosures.
(c)  Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 25, 2016 , using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) . This evaluation was carried out under the supervision and with the participation of our management, including our CEO and CFO. Based on this assessment, management concluded that as of December 25, 2016 , the Company’s internal control over financial reporting is effective.
PricewaterhouseCoopers, LLP, our independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 25, 2016 . This report can be found on Page 39 of this Annual Report.
(d)  Changes in Internal Control Over Financial Reporting
During the fourth quarter of 2016 , there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.  OTHER INFORMATION
None.

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PART III.
Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding our directors, executive officers, audit committee and our audit committee financial expert required by this Item 10 will be included in our definitive Proxy Statement for the 2017 Annual Meeting of Shareholders and such disclosure is incorporated herein by reference.
The following table sets forth the name, age (as of the date of this filing) and position of our current executive officers:
Name
 
Age
 
Position
Cheryl A. Bachelder
 
60

 
Chief Executive Officer
William P. Matt
 
56

 
Chief Financial Officer
John K. Merkin
 
51

 
Chief Operating Officer - U.S.
Richard H. Lynch
 
62

 
Chief Brand Officer
Harold M. Cohen
 
53

 
General Counsel, Chief Administrative Officer and Corporate Secretary
Andrew Skehan
 
56

 
President - International
Cheryl A. Bachelder, age 60, has served as our Chief Executive Officer since November 2007. She has served as a member of the Board of Directors since November 2006. Ms. Bachelder also serves on the Procter & Gamble APFI Advisory Board, since 2009, as well as the Board of Directors for Pier 1 Imports, since November 2012. She also served on the True Value Corporation Board of Directors from 2006 – 2013, and the National Restaurant Association Board from May 2009 – December 2012. Ms. Bachelder served as the President and Chief Concept Officer of KFC Corporation in Louisville, Kentucky from January 2001 to September 2003.
William P. Matt , age 56, has served as our Chief Financial Officer since August 2014. From January 2013 until July of 2014 Mr. Matt served as the Chief Operating Officer of La Senza Global, a division of L Brands, Inc. From May 2008 to December 2012, Mr. Matt served as the Chief Administrative Officer of Victoria Secret Direct, a division of Limited Brands International. From January 2004 to April 2008, Mr. Matt served as the Chief Financial Officer of Victoria Secret Direct. From July 2000 to December 2003, Mr. Matt served as the Chief Financial Officer of L Brands Real Estate and Store Design and Construction group. Prior to working at L Brands, Mr. Matt spent ten years working at KFC Corporation.
John K. Merkin, age 51 , has served as Chief Operating Officer since March 2015. Prior to joining Popeyes, Mr. Merkin worked at DineEquity, Inc./IHOP Restaurants as Senior Vice President, Operations and led franchise development and operations for the IHOP brand internationally. From 1986 to 2009, Mr. Merkin held various positions with Intercontinental Hotels Group (IHG).
Richard H. Lynch, age 62, was appointed as Chief Brand Officer in January 2014. From January 2012 to January 2014, Mr. Lynch served as Chief Global Brand Officer. From March 2008 to January 2012, Mr. Lynch served as our Chief Marketing Officer following his consultancy as interim CMO. Mr. Lynch served as Principal of Go LLC, a marketing consulting firm specializing in restaurant and food retail from July 2003 to February 2008, where he developed brand strategy and innovation plans for concepts including Burger King, Ruby Tuesday, and Buffalo Wild Wings. From November 1982 to June 2003, Mr. Lynch served as Executive Vice President at Campbell Mithun Advertising where he led the development of strategy and positioning for brands such as Domino’s Pizza, Martha Stewart Everyday and Betty Crocker.
Harold M. Cohen, age 53, has served as our Corporate Secretary and General Counsel since September 2005. Mr. Cohen has served as our Chief Administrative Officer since May 2008. Mr. Cohen has been General Counsel of Popeyes, formerly a division of AFC Enterprises, Inc., since January 2005. He also has served as Vice President of the Company since July 2000. From April 2001 to December 2004, he served as Deputy General Counsel of the Company. From August 1995 to June 2000, he was Corporate Counsel for the Company.
Andrew Skehan, age 56, was appointed our President - International in February 2015. From August 2011 until February 2015, Mr. Skehan served as Chief Operating Officer – International. From October 2009 until August 2011, Mr. Skehan was Chief Operating Officer – International for Wendy’s/Arby’s Group in Atlanta, Georgia. From April 2007 until December 2008, he was President – Europe, Africa and Middle East for Quiznos Restaurants in Denver, Colorado. From April 1999 until December 2006, Mr. Skehan served as Chief Marketing Officer and subsequently Chief Operating Officer for Churchill Downs Inc. in Louisville, Kentucky.


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We have adopted an Honor Code that applies to our directors and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Honor Code is available on our website at www.investor.popeyes.com. Copies will be furnished upon request. You may mail your requests to the following address: Attn: Office of General Counsel, 400 Perimeter Center Terrace, Suite 1000, Atlanta GA, 30346. If we make any amendments to the Honor Code other than technical, administrative, or other non-substantive amendments, or grant any waivers from the Honor Code, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website or in a report on Form 8-K filed with the SEC.
Item 11.  EXECUTIVE COMPENSATION
Information regarding executive compensation required by this Item 11 will be included in our definitive Proxy Statement for the 2017 Annual Meeting of Shareholders and such disclosure is incorporated herein by reference.
 
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding security ownership of certain beneficial owners and management and related stockholder matters required by this Item 12 will be included in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders and such disclosure is incorporated herein by reference.
 
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions and director independence required by this Item 13 will be included in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders and such disclosure is incorporated herein by reference.
Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company’s independent registered public accounting firm is PricewaterhouseCoopers LLP. Information regarding principal accountant fees and services required by this Item 14 will be included in our definitive Proxy Statement for the 2017 Annual Meeting of Shareholders and such disclosure is incorporated herein by reference.

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Table of Contents

PART IV.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)  Financial Statements
The following consolidated financial statements appear beginning on Page  40 of the report:
 
 
Pages
Report of Independent Registered Public Accounting Firm
 
39
Consolidated Balance Sheets as of December 25, 2016 and December 27, 2015
 
40
Consolidated Statements of Operations for Fiscal Years 2016, 2015, and 2014
 
41
Consolidated Statements of Comprehensive Income for Fiscal Years 2016, 2015, and 2014
 
42
Consolidated Statements of Changes in Shareholders’ Equity for Fiscal Years 2016, 2015, and 2014
 
43
Consolidated Statements of Cash Flows for Fiscal Years 2016, 2015, and 2014
 
44
Notes to the Consolidated Financial Statements
 
45
We have omitted all other schedules because the conditions requiring their filing do not exist or because the required information appears in our Consolidated Financial Statements, including the notes to those statements.
(b)  Exhibits
Exhibit
Number
 
Description
 
 
2.1(z)
 
Asset Purchase Agreement among Popeyes Louisiana Kitchen, Inc. (the “Company”) (f/k/a AFC Enterprises, Inc.) and Wagstaff Management Corporation, Wagstaff Minnesota, Inc., Wagstaff Properties Minnesota, LLC, D&D Property Investments, LLC, Wagstaff Properties, LLC, and D&D Food Management, Inc., dated October 11, 2012. (Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.)
 
 
3.1(c)
 
Articles of Incorporation of the Company, as amended, dated June 24, 2002.
 
 
3.1(j)
 
Articles of Amendment of Articles of Incorporation of the Company, dated January 17, 2014.
 
 
 
3.2(u)
 
Amended and Restated Bylaws of the Company, as amended effective April 11, 2008.
 
 
 
3.2(j)
 
Amendment No. 2 to Amended and Restated Bylaws of the Company, dated January 17, 2014.
 
 
 
4.1***
 
Form of the Company’s common stock certificate.
 
 
10.1(e)
 
Form of Popeyes Development Agreement, as amended.
 
 
10.2(e)
 
Form of Popeyes Franchise Agreement.
 
 
10.3(a)
 
Formula Agreement dated July 2, 1979 among Alvin C. Copeland, Gilbert E. Copeland, Mary L. Copeland, Catherine Copeland, Russell J. Jones, A. Copeland Enterprises, Inc. and Popeyes Famous Fried Chicken, Inc., as amended to date.
 
 
10.4(a)
 
Supply Agreement dated March 21, 1989 between New Orleans Spice Company, Inc. and Biscuit Investments, Inc.
 
 
10.5(a)
 
Recipe Royalty Agreement dated March 21, 1989 by and among Alvin C. Copeland, New Orleans Spice Company, Inc. and Biscuit Investments, Inc.
 
 
10.6(d)
 
Licensing Agreement dated March 11, 1976 between King Features Syndicate Division of The Hearst Corporation and A. Copeland Enterprises, Inc. as amended through November 29, 2009.
 
 
10.7(a)
 
Assignment and Amendment dated January 1, 1981 between A. Copeland Enterprises, Inc., Popeyes Famous Fried Chicken, Inc. and King Features Syndicate Division of The Hearst Corporation.
 
 
10.8(a)
 
Letter Agreement dated September 17, 1981 between King Features Syndicate Division of The Hearst Corporation, A. Copeland Enterprises, Inc. and Popeyes Famous Fried Chicken, Inc.

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Exhibit
Number
 
Description
10.9(a)
 
License Agreement dated December 19, 1985 by and between King Features Syndicate, Inc., The Hearst Corporation, Popeyes, Inc. and A. Copeland Enterprises, Inc.
 
 
10.10(a)
 
Letter Agreement dated July 20, 1987 by and between King Features Syndicate, Division of The Hearst Corporation, Popeyes, Inc. and A. Copeland Enterprises, Inc.
 
 
10.11(m)
 
Amendment dated January 1, 2002 by and between Hearst Holdings, Inc., King Features Syndicate Division and the Company
 
 
10.12(a)
 
1992 Stock Option Plan of the Company, effective as of November 5, 1992, as amended to date.*
 
 
10.13(a)
 
1996 Nonqualified Performance Stock Option Plan - Executive of the Company, effective as of April 11, 1996.*
 
 
10.14(a)
 
1996 Nonqualified Performance Stock Option Plan - General of the Company, effective as of April 11, 1996.*
 
 
10.15(a)
 
1996 Nonqualified Stock Option Plan of AFC Enterprises, Inc. effective as of April 11, 1996.*
 
 
10.16(a)
 
Form of Nonqualified Stock Option Agreement - General between the Company and stock option participants.*
 
 
10.17(a)
 
Form of Nonqualified Stock Option Agreement - Executive between the Company and certain key executives.*
 
 
10.18(a)
 
1996 Employee Stock Bonus Plan - Executive of the Company effective as of April 11, 1996.*
 
 
10.19(a)
 
1996 Employee Stock Bonus Plan - General of the Company effective as of April 11, 1996.*
 
 
10.20(a)
 
Form of Stock Bonus Agreement - Executive between the Company and certain executive officers.*
 
 
10.21(a)
 
Form of Stock Bonus Agreement - General between the Company and certain executive officers.*
 
 
10.22(a)
 
Form of Secured Promissory Note issued by certain members of management.*
 
 
10.23(a)
 
Form of Stock Pledge Agreement between the Company and certain members of management.*
 
 
10.24(a)
 
Settlement Agreement between Alvin C. Copeland, Diversified Foods and Seasonings, Inc., Flavorite Laboratories, Inc. and the Company dated May 29, 1997.
 
 
10.25(a)
 
Indemnification Agreement dated April 11, 1996 by and between the Company and John M. Roth.*
 
 
10.26(a)
 
Indemnification Agreement dated May 1, 1996 by and between the Company and Kelvin J. Pennington.*
 
 
10.27(a)
 
Indemnification Agreement dated April 11, 1996 by and between the Company and Frank J. Belatti.*
 
 
10.28(e)
 
Substitute Nonqualified Stock Option Plan, effective March 17, 1998.*
 
 
10.29(f)
 
Indemnification Agreement dated May 16, 2001 by and between the Company and Victor Arias Jr.*
 
 
10.30(f)
 
Indemnification Agreement dated May 16, 2001 by and between the Company and Carolyn Hogan Byrd.*
 
 
10.31(f)
 
Indemnification Agreement dated August 9, 2001 by and between the Company and R. William Ide, III.*
 
 
10.32(g)
 
AFC Enterprises, Inc. Employee Stock Purchase Plan.*
 
 
10.33(g)
 
AFC Enterprises, Inc. 2002 Incentive Stock Plan.*
 
 
10.34(d)
 
AFC Enterprises, Inc. Annual Executive Bonus Program.*
 
 
10.36(o)
 
Indemnity Agreement dated October 14, 2004 by and between the Company and Supply Management Services, Inc.
 
 
10.37(o)
 
Indemnity Agreement dated February 5, 2004 by and between the Company, Cajun Operating Company and Supply Management Services, Inc.

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Exhibit
Number
 
Description
10.38(v)
 
Credit Agreement, dated as of December 18, 2013, by and among the Company, the guarantor named therein, the lenders named therein and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender.
 
 
10.39(i)
 
Fourth Amendment to the 1992 Stock Option Plan of America’s Favorite Chicken Company.*
 
 
10.40(i)
 
Fifth Amendment to the America’s Favorite Chicken Company 1996 Nonqualified Performance Stock Option Plan - General.*
 
 
10.41(i)
 
Amendment No. 1 to the America’s Favorite Chicken Company 1996 Nonqualified Stock Option Plan.*
 
 
10.42(i)
 
Second Amendment to the America’s Favorite Chicken Company 1996 Nonqualified Performance Stock Option Plan - Executive.*
 
 
10.43(i)
 
Second Amendment to the AFC Enterprises, Inc. 2002 Incentive Stock Plan.*
 
 
10.44(i)
 
Indemnification Agreement between the Company and Peter Starrett dated December 1, 2000.
 
 
10.45(p)
 
Indemnification Agreement dated November 28, 2006 by and between the Company and John M. Cranor, III.*
 
 
10.46(p)
 
Indemnification Agreement dated November 28, 2006 by and between the Company and Cheryl A. Bachelder.*
 
 
10.47(q)
 
Popeyes Chicken and Biscuits 2006 Bonus Plan.*
 
 
10.48(q)
 
Employment Agreement dated as of March 14, 2007 between the Company and James W. Lyons.*
 
 
10.49(q)
 
Employment Agreement dated as of March 14, 2007 between the Company and Robert Calderin.*
 
 
10.50(r)
 
Non-Qualified Stock Option Certificate for Cheryl Bachelder (time-based vesting).*
 
 
10.51(r)
 
Non-Qualified Stock Option Certificate for Cheryl Bachelder (performance-based vesting).*
 
 
10.52(s)
 
Employment Agreement dated as of October 9, 2007 between the Company and Cheryl A. Bachelder.*
 
 
10.53(l)
 
Accelerated Stock Repurchase Agreement by and between the Company and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, London Branch dated March 12, 2008.
 
 
10.54(t)
 
Amended and Restated Employment Agreement dated as of November 12, 2008 between the Company and Harold M. Cohen.*
 
 
10.55(t)
 
Amended and Restated Employment Agreement dated as of November 12, 2008 between the Company and Henry Hope, III.*
 
 
10.56(b)
 
Employment Agreement effective as of February 4, 2008 between the Company and Richard Lynch.*
 
 
10.57(w)
 
Employment Agreement effective as of April 20, 2009 between the Company and Ralph Bower.*
 
 
10.58(k)
 
Indemnification Agreement by and between the Company and Krishnan Anand dated November 2, 2010.*
 
 
10.59(x)
 
Employment Agreement by and between the Company and Andrew Skehan, dated August 17, 2011.*
 
 
10.60(y)
 
First Amendment to the AFC Enterprises, Inc. 2006 Incentive Stock Plan.*
 
 
 
10.61(aa)
 
Promotion Letter Agreement among the Company and Ralph Bower.*
 
 
 
10.62(aa)
 
Form of Performance-Based Restricted Stock Unit Grant Certificate.*
 
 
 

Exhibit
Number
 
Description
10.63(bb)
 
Indemnification Agreement by and between the Company and Martyn R. Redgrave, dated October 9, 2013.*
10.64(n)
 
Indemnification Agreement by and between the Company and Joel K. Manby, dated September 5, 2013.*
 
 

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10.65(cc)
 
Employment Term Letter to Tony Woodard, dated May 13, 2014.*
 
 
 
10.66(cc)
 
Letter re Severance Agreement to Tony Woodard, dated May 13, 2014.*
 
 
 
10.67(cc)
 
Indemnification Agreement to Tony Woodard.*
 
 
 
10.68(dd)
 
Recipe and Formula Purchase Agreement between the Company and Diversified Foods and Seasonings, L.L.C. ("DFS"), dated June 13, 2014.
 
 
 
10.69(dd)
 
Supply Agreement between the Company and DFS, dated June 13, 2014.†
 
 
 
10.70(dd)
 
Separation Agreement and General Release between the Company and H. Melville Hope, III.*
 
 
 
10.71(dd)
 
Independent Contractor Agreement between the Company and H. Melville Hope, III.*
 
 
 
10.72(ee)
 
Employment Agreement, dated August 21, 2014, between the Company and William P. Matt.*
 
 
 
10.73(ee)
 
Letter, dated August 21, 2014, from the Company to William P. Matt regarding relocation benefits.*
 
 
 
10.74(ee)
 
Indemnification Agreement dated August 21, 2014, by and between the Company and William P. Matt.*
 
 
 
10.75(ff)
 
Indemnification Agreement dated January 29, 2015, by and between the Company and S. Kirk Kinsell.*
 
 
 
10.76(gg)
 
Popeyes Louisiana Kitchen, Inc. 2015 Incentive Plan.*
 
 
 
10.77(hh)
 
Employment Agreement, dated March 13, 2015, between the Company and John K. Merkin.*
 
 
 
10.78(ii)
 
Indemnification Agreement, dated August 17, 2015, between the Company and John K. Merkin.*
 
 
 
10.79(ii)
 
Indemnification Agreement, dated November 2, 2015, between the Company and Lizanne Thomas.*
 
 
 
10.80(jj)
 
Amended and Restated Credit Agreement, dated as of January 22, 2016, by and among the Company, as the Borrower, the guarantor named therein, the lenders named therein and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender.
 
 
 
10.81(kk)
 
Indemnification Agreement, dated January 28, 2016, by and between the Company and Candace S. Matthews.*
 
 
 
10.82(ll)
 
Employment Agreement dated as of February 22, 2016, between the Company and Cheryl Bachelder.*
 
 
 
10.83(ll)
 
Employment Agreement dated as of February 22, 2016, between the Company and Richard H. Lynch.*
 
 
 
10.84(mm)
 
Employment Agreement dated as of May 24, 2016, between the Company and Andrew Skehan.*
 
 
 
10.85(mm)
 
Employment Agreement dated as of May 24, 2016, between the Company and William P. Matt.*
 
 
 
10.86(mm)
 
Employment Agreement dated as of May 24, 2016, between the Company and Harold M. Cohen.*
 
 
 
10.87(mm)
 
Employment Agreement dated as of May 24, 2016, between the Company and John K. Merkin.*
 
 
 
11.1**
 
Statement regarding computation of per share earnings.
 
 
23.1
 
 
Consent of PricewaterhouseCoopers LLP.
 
 
31.1
 
 
Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
 
 
Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
 
 
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
 
 
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101
 
 
The following financial information for the Company, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statement of Changes in Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Unaudited Condensed Consolidated Financial Statements.
 

33

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Certain portions of this exhibit have been granted confidential treatment.
*
Management contract, compensatory plan or arrangement required to be filed as an exhibit.
**
Data required by FASB authoritative guidance for Earnings per Share, is provided in Note 19 to our Consolidated Financial Statements in this Annual Report.
 
 
***
Previously filed.
(a)
Filed as an exhibit to the Registration Statement of the Company on Form S-4/A (Registration No. 333-29731) on July 2, 1997 and incorporated by reference herein.
(b)
Filed as an exhibit to the Form 10-K of the Company for the fiscal year ended December 28, 2008 on March 11, 2009 and incorporated by reference herein.
(c)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended July 14, 2002, on August 14, 2002 and incorporated by reference herein.
(d)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended April 18, 2010 on May 26, 2010 and incorporated by reference herein.
(e)
Filed as an exhibit to the Registration Statement of the Company on Form S-1/A (Registration No. 333-52608) on January 22, 2001 and incorporated by reference herein.
(f)
Filed as an exhibit to the Registration Statement of the Company on Form S-1 (Registration No. 333-73182) on November 13, 2001 and incorporated by reference herein.
(g)
Filed as an exhibit to the Proxy Statement and Notice of 2002 Annual Shareholders Meeting of the Company on April 12, 2002 and incorporated by reference herein.
(h)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended April 17, 2005, on May 27, 2005, and incorporated by reference herein.
(i)
Filed as an Exhibit to the Form 8-K of the Company filed on January 21, 2014 and incorporated by reference herein.
(j)
Filed as an exhibit to the Form 8-K of the Company filed on November 3, 2010 and incorporated by reference herein.
(k)
Filed as an exhibit to the Form 8-K of the Company filed on March 13, 2008 and incorporated by reference herein
(l)
Filed as an exhibit to the Form 10-K of the Company for the fiscal year ended December 28, 2003, on March 29, 2004 and incorporated by reference herein.
(m)
Filed as an exhibit to the Form 8K of the Company filed on September 6, 2013 and incorporated by reference herein.
(n)
Filed as an exhibit to the Form 10-K of the Company for the fiscal year ended December 26, 2004 on March 28, 2005 and incorporated by reference herein.
(o)
Filed as an exhibit to the Form 8-K of the Company filed November 29, 2006 and incorporated by reference herein.
(p)
Filed as an exhibit to the Form 10-K of the Company for the fiscal year ended December 31, 2006 and incorporated by reference herein.
(q)
Filed as an exhibit to the Form 8-K of the Company filed November 7, 2007 and incorporated by reference herein.
(r)
Filed as an exhibit to the Form 8-K of the Company filed October 12, 2007 and incorporated by reference herein.
(s)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended October 5, 2008 on November 12, 2008 and incorporated by reference herein.
(t)
Filed an exhibit to the Form 8-K of the Company filed on April 16, 2008 and incorporated by reference herein.
(u)
Filed as an Exhibit to the Form 8-K of the Company filed on December 20, 2013 and incorporated by reference herein.
(v)
Filed as an Exhibit to the Form 8-K of the Company filed on April 21, 2009 and incorporated by reference herein.
(w)
Filed as an Exhibit to the Form 8-K of the Company filed on August 19, 2011 and incorporated by reference herein.
(x)
Filed as an Exhibit to the Proxy Statement and Notice of 2011 Annual Shareholders Meeting of the Company on April 20, 2011 and incorporated by reference herein.
(y)
Filed as Exhibit 2.1 to the Form 8-K of the Company filed on October 16, 2012 and incorporated by reference herein.
(z)
Filed as an Exhibit to the Form 10-Q of the Company for the quarter ended April 15, 2012 and incorporated by reference herein.
(aa)
Filed as an Exhibit to the Form 8-K of the Company filed on October 10, 2013 and incorporated by reference herein.
(bb)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended April 20th, 2014 and incorporated by reference
herein.
(cc)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended July 13, 2014 and incorporated by reference
herein.
(dd)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended October 5, 2014 and incorporated by reference
herein.

34

Table of Contents

(ee)
Filed as an exhibit to the Form 8-K of the Company filed January 29, 2015 and incorporated by reference herein.
(ff)
Filed as an exhibit to the Company's Definitive Proxy Statement filed on April 21, 2015 and incorporated by reference herein.
(gg)
Filed as an exhibit to the Form 10-Q/A of the Company for the quarter ended July 12, 2015 and incorporated by reference herein.
(hh)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended July 12, 2015 and incorporated by reference herein.
(ii)
Filed as any exhibit to the Form 8-K of the Company filed November 2, 2015 and incorporated by reference herein.
(jj)
Filed as an exhibit to the Form 8-K of the Company filed January 25, 2016 and incorporated by reference herein.
(kk)
Filed as an exhibit to the Form 8-K of the Company filed January 29, 2016 and incorporated by reference herein.
(ll)
Filed as an exhibit to the Form 8-K of the Company filed February 23, 2016 and incorporated by reference herein.
(mm)
Filed as an exhibit to the Form 10-Q of the Company for the quarter ended April 17, 2016 and incorporated by reference herein.


 

Item 16. Form 10-K Summary

None.

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 22nd day of February 2017.
POPEYES LOUISIANA KITCHEN, INC.
 
 
By:
 
/s/  C HERYL  A. B ACHELDER
 
 
Cheryl A. Bachelder
 
 
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
  
Title(s)
 
Date
 
 
 
/s/ CHERYL A. BACHELDER
 
Chief Executive Officer (Principal
Executive Officer)
 
 
Cheryl A. Bachelder
  
 
February 22, 2017
 
 
 
/s/ WILLIAM P. MATT
 
Chief Financial Officer (Principal Financial Officer)
 
 
William P. Matt