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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-K
 
(Mark One)
 
☒	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:  0-21660
 
PAPA JOHN’S INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Delaware	 	61-1203323	
(State or other jurisdiction of	 	(I.R.S. Employer	
incorporation or organization)	 	Identification No.)	

2002 Papa Johns Boulevard	 	 	
Louisville, Kentucky	 	40299-2367	
(Address of principal executive offices)	 	(Zip Code)	
 
(502) 261-7272
(Registrant’s telephone number, including area code)

 
Securities registered pursuant to Section 12(b) of the Act:
 
(Title of Each Class)	 	(Name of each exchange on which registered)	
Common Stock, $0.01 par value	 	The NASDAQ Stock Market LLC	
 
Securities registered pursuant to Section 12(g) of the 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 ☒  No ☐
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☒
 
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.  Yes ☒  No ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.  ☒
 
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.
 
Large accelerated filer ☒	 	Accelerated filer ☐	
Non-accelerated filer ☐	 	Smaller reporting company ☐	
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐  No ☒
 
The aggregate market value of the common stock held by non-affiliates of the Registrant, computed by reference to the closing sale price on The NASDAQ Stock Market as of the last business day of the Registrant’s most recently completed second fiscal quarter, June 26, 2016, was $1,783,791,775.
 
As of February 14, 2017, there were 36,755,723 shares of the Registrant’s common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of Part III of this annual report are incorporated by reference to the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held April 27, 2017.

 

 
Table of Contents
TABLE OF CONTENTS

 	    	 	    	Page	 	
 	 	 	 	 	 	
PART I 	 	 	 	 	 	
Item 1. 	 	Business	 	3 	 	
Item 1A. 	 	Risk Factors	 	12 	 	
Item 1B. 	 	Unresolved Staff Comments	 	18 	 	
Item 2. 	 	Properties	 	18 	 	
Item 3. 	 	Legal Proceedings	 	21 	 	
Item 4. 	 	Mine Safety Disclosures	 	21 	 	
 	 	 	 	 	 	
PART II 	 	 	 	 	 	
Item 5. 	 	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	 	23 	 	
Item 6. 	 	Selected Financial Data	 	25 	 	
Item 7. 	 	Management’s Discussion and Analysis of Financial Condition and Results of Operations	 	27 	 	
Item 7A. 	 	Quantitative and Qualitative Disclosures About Market Risk	 	46 	 	
Item 8. 	 	Financial Statements and Supplementary Data	 	48 	 	
Item 9. 	 	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	 	79 	 	
Item 9A. 	 	Controls and Procedures	 	79 	 	
Item 9B. 	 	Other Information	 	81 	 	
 	 	 	 	 	 	
PART III 	 	 	 	 	 	
Item 10. 	 	Directors, Executive Officers and Corporate Governance	 	82 	 	
Item 11. 	 	Executive Compensation	 	82 	 	
Item 12. 	 	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	 	82 	 	
Item 13. 	 	Certain Relationships and Related Transactions, and Director Independence	 	82 	 	
Item 14. 	 	Principal Accounting Fees and Services	 	83 	 	
 	 	 	 	 	 	
PART IV 	 	 	 	 	 	
Item 15. 	 	Exhibits, Financial Statement Schedules	 	83 	 	

 
 
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PART I
 
Item 1.  Business
 
General
 
Papa John’s International, Inc., a Delaware corporation (referred to as the “Company”, “Papa John’s” or in the first person notations of “we”, “us” and “our”) operates and franchises pizza delivery and carryout restaurants and, in certain international markets, dine-in and delivery restaurants under the trademark “Papa John’s”.  Papa John’s began operations in 1984.  At December 25, 2016, there were 5,097 Papa John’s restaurants in operation, consisting of 744 Company-owned and 4,353 franchised restaurants operating domestically in all 50 states and in 45 countries and territories. Our Company-owned restaurants include 222 restaurants operated under five joint venture arrangements and 42 units in Beijing and North China.
 
Papa John’s has defined five reportable segments: domestic Company-owned restaurants, North America commissaries (Quality Control Centers), North America franchising, international operations, and “all other” business units. North America is defined as the United States and Canada. Domestic is defined as the contiguous United States. International franchisees are defined as all franchise operations outside of the United States and Canada. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 20” of “Notes to Consolidated Financial Statements” for financial information about our segments.
 
All of our periodic and current reports filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge, through our website located at www.papajohns.com, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports. Those documents are available through our website as soon as reasonably practicable after we electronically file them with the SEC. We also make available free of charge on our website our Corporate Governance Guidelines, Board Committee Charters, and our Code of Ethics, which applies to Papa John’s directors, officers and employees. Printed copies of such documents are also available free of charge upon written request to Investor Relations, Papa John’s International, Inc., P.O. Box 99900, Louisville, KY 40269-0900. You may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. This information is also available at www.sec.gov. The references to these website addresses do not constitute incorporation by reference of the information contained on the websites, which should not be considered part of this document.
 
Strategy
 
Our goal is to build the strongest brand loyalty in the pizza industry by delivering on our “Better Ingredients. Better Pizza.” promise. Recognized as a trusted brand and quality leader in the domestic pizza category, our objective is to build our brand on a global basis by executing the key elements of our strategy. 
 
High-Quality Menu Offerings. Our menu strategy focuses on the quality of our ingredients.  Domestic Papa John’s restaurants offer high-quality pizza along with side items, including breadsticks, cheesesticks, chicken poppers and wings, dessert items and canned or bottled beverages. Papa John’s traditional crust pizza is prepared using fresh dough (never frozen). We also introduced a fresh dough pan crust in 2016; this is the first new crust offered in 10 years.  Papa John’s pizzas are made from a proprietary blend of wheat flour, real cheese made from mozzarella, fresh-packed pizza sauce made from vine-ripened tomatoes (not from concentrate) and a proprietary mix of savory spices, and a choice of high-quality meat and vegetable toppings. Our traditional crust pizza is delivered with a container of our special garlic sauce and a pepperoncini pepper. In addition to our fresh dough pizzas, we offer a par-baked thin crust. Each is served with a pepperoncini pepper.  We have a continuing “clean label” initiative to remove unwanted ingredients from our product offerings, such as synthetic colors, artificial flavors and preservatives, announcing in 2016 that we had removed an additional fourteen unwanted ingredients across our entire food menu during the year.

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We also offer limited time pizzas on a regular basis and expect to continue to test new product offerings both domestically and internationally. The new products can become a part of the permanent menu if they meet certain internally established guidelines.
 
All ingredients and toppings can be purchased by our Company-owned and franchised restaurants from our North American Quality Control Center (“QC Center”) system, which delivers to individual restaurants twice weekly. To ensure consistent food quality, each domestic franchisee is required to purchase dough and pizza sauce from our QC Centers and to purchase all other supplies from our QC Centers or other approved suppliers. Internationally, the menu may be more diverse than in our domestic operations to meet local tastes and customs. Most QC Centers outside the U.S. are operated by franchisees pursuant to license agreements or by other third parties. The Company operates three international QC Centers in Mexico, the United Kingdom (“UK”), and China.  We provide significant assistance to licensed QC Centers in sourcing approved quality suppliers. All of the QC Centers are required to meet food safety and quality standards and to be in compliance with all applicable laws.
 
Efficient Operating System. We believe our operating and distribution systems, restaurant layout and designated delivery areas result in lower restaurant operating costs and improved food quality, and promote superior customer service. Our QC Center system takes advantage of volume purchasing of food and supplies and provides consistency and efficiencies of scale in fresh dough production. This eliminates the need for each restaurant to order food from multiple vendors and commit substantial labor and other resources to dough preparation.
 
Commitment to Team Member Training and Development. We are committed to the development and motivation of our team members through training programs, incentive and recognition programs and opportunities for advancement. Team member training programs are conducted for Company-owned restaurant team members, and operational training is offered to our franchisees. We offer performance-based financial incentives to corporate team members and restaurant managers.
 
Marketing. Our domestic marketing strategy consists of both national and local components. Our national strategy includes national advertising via television, print, direct mail, digital, mobile marketing and social media channels. Our digital marketing activities have increased significantly over the past several years in response to increasing consumer use of online and mobile web technology. Local advertising programs include television, radio, print, direct mail, store-to-door flyers, digital, mobile marketing and local social media channels. See “Marketing Programs” below which describes more local marketing programs.
 
In international markets, our marketing focuses on reaching customers who live or work within a small radius of a Papa John’s restaurant. Our international markets use a combination of advertising strategies, including television, radio, print, digital, mobile marketing and local social media depending on the size of the local market.
 
Technology. We use technology to both enhance the customer experience and improve efficiencies in our Company-owned and franchised restaurants. Our proprietary digital ordering platform processes over half of domestic restaurant sales and allows customers to order online. In 2016, we also launched ordering on Apple TV.  Our alternative payment technologies include VISA checkout, PayPal, Google Hands Free and Venmo PayShare.  Our Papa Rewards® program is a customer loyalty program designed to increase customer loyalty and frequency of digital ordering, enhanced in 2016 through redemption offerings including sides and desserts in addition to pizza. We have internally developed and continue to upgrade our domestic proprietary point-of-sale technology, which we refer to as “FOCUS”.  We believe the FOCUS system facilitates fast and accurate order-taking and pricing and is an easy tool for restaurant operators to learn and use. The FOCUS system is also integrated with our digital ordering solutions in all domestic traditional Papa John’s restaurants, enabling Papa John’s to offer nationwide digital ordering to our customers.
 
Strong Franchise System. We are committed to developing and maintaining a strong franchise system by attracting experienced operators, supporting them to expand and grow their business and monitoring their compliance with our high standards. We seek to attract franchisees with experience in restaurant or retail operations and with the financial resources and management capability to open single or multiple locations. While each Papa John’s franchisee manages and operates its own restaurants and business, we devote significant resources to providing franchisees with assistance in restaurant operations, training, marketing, site selection and restaurant design.
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Our strategy for global unit growth focuses on our strong unit economics model. We strive to eliminate barriers to expansion in existing international markets, and identify new market opportunities. Our growth strategy varies based on the maturity and penetration of the market and other factors in specific domestic and international markets, with overall unit growth expected to come increasingly from international markets.
 
Restaurant Sales and Investment Costs
 
We are committed to maintaining strong restaurant unit economics. In 2016, the 694 domestic Company-owned restaurants included in the full year’s comparable restaurant base generated average annual unit sales of $1.16 million. Our North American franchise restaurants, which included 2,363 restaurants in 2016, generated average annual unit sales of $883,000. North American franchise restaurant sales are lower than Company-owned restaurants as a higher percentage of our Company-owned restaurants are located in more heavily penetrated markets.
 
With few exceptions, domestic restaurants do not offer a dine-in area, which reduces our restaurant capital investment. The average cash investment for the 12 domestic traditional Company-owned restaurants opened during 2016, exclusive of land, was approximately $339,000 per unit, compared to the $319,000 investment for the 11 domestic traditional units opened in 2015, excluding tenant allowances that we received. Over the past few years we have experienced an increase in the cost of our new restaurants primarily as a result of building larger units to accommodate increased sales, an increase in the cost of certain equipment as a result of technology enhancements, and increased costs to comply with applicable regulations.
 
We define a “traditional” domestic Papa John’s restaurant as a delivery and carryout unit that services a defined trade area. We consider the location of a traditional restaurant to be important and therefore devote significant resources to the investigation and evaluation of potential sites. The site selection process includes a review of trade area demographics, target population density and competitive factors.  A member of our development team inspects each potential domestic Company-owned restaurant location and substantially all franchised restaurant locations before a site is approved. Papa John’s restaurants are typically located in strip shopping centers or freestanding buildings that provide visibility, curb appeal and accessibility. Our restaurant design can be configured to fit a wide variety of building shapes and sizes, which increases the number of suitable locations for our Company-owned and franchised restaurants. A typical traditional domestic Papa John’s restaurant averages 1,100 to 1,500 square feet with visible exterior signage.
 
“Non-traditional” Papa John’s restaurants generally do not provide delivery service but rather provide walk-up or carry out service to a captive customer group within a designated facility, such as a food court at an airport, university or military base or an event-driven service at facilities such as sports stadiums or entertainment venues. Non-traditional units are designed to fit the unique requirements of the venue and may not offer the full range of menu items available in our traditional restaurants.
 
All of our international restaurants are franchised, except for 42 Company-owned restaurants in Beijing and North China. Generally, our international Papa John’s restaurants are slightly smaller than our domestic restaurants and average between 900 and 1,400 square feet; however, in order to meet certain local customer preferences, some international restaurants have been opened in larger spaces to accommodate both dine-in and restaurant-based delivery service, typically with 35 to 140 seats.
 
Development
 
A total of 343 Papa John’s restaurants were opened during 2016, consisting of 13 Company-owned and 330 franchised restaurants (104 in North America and 226 internationally), while 139 Papa John’s restaurants closed during 2016, consisting of four Company-owned (one in North America and three internationally) and 135 franchised restaurants (63 in North America and 72 internationally), representing net global unit growth of 204 restaurants.
 
Although most of our domestic Company-owned markets are well-penetrated, our Company-owned growth strategy is to continue to open domestic restaurants in existing markets as appropriate, thereby increasing consumer awareness and enabling us to take advantage of operational and marketing efficiencies. Our experience in developing markets indicates
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that market penetration through the opening of multiple restaurants in a particular market results in increased average restaurant sales in that market over time. We have co-developed domestic markets with some franchisees or divided markets among franchisees and will continue to utilize market co-development in the future, where appropriate.
Of the total 3,441 North American restaurants open as of December 25, 2016, 702 or 20% were Company-owned (including 222 units owned in joint venture arrangements with franchisees in which the Company has a majority ownership position). Operating Company-owned restaurants allows us to improve operations, training, marketing and quality standards for the benefit of the entire system.  From time to time, we evaluate the purchase or sale of units in significant markets, which could change the percentage of Company-owned units.
 
Of the 1,656 international restaurants open as of December 25, 2016, 42 or 2.5% were Company-owned (all of which are located in Beijing and North China).  We plan to sell the Company-owned China restaurants and the China QC Center in the next 12 months. Accordingly, as of December 25, 2016, the Company’s China operations, including these restaurants and the QC Center, are classified as held for sale in the accompanying consolidated financial statements.
 
QC Center System and Supply Chain Management
 
Our North American QC Center system is currently comprised of 10 full-service regional production and distribution centers in the U.S. which supply pizza sauce and dough, food products, paper products, smallwares and cleaning supplies twice weekly to each traditional restaurant it serves. Additionally, we have one QC Center in Canada that produces and distributes dough.  This system enables us to monitor and control product quality and consistency, while lowering food and other costs. We evaluate the QC Center system capacity in relation to existing restaurants’ volumes and planned restaurant growth, and facilities are developed or upgraded as operational or economic conditions warrant. In 2017, we plan to complete construction of and open an additional North American full-service QC Center in Georgia.
 
We currently own full-service international QC Centers in Milton Keynes, United Kingdom, Mexico City, Mexico, and Beijing, China. Other international QC Centers are licensed to franchisees or non-franchisee third parties and are generally located in the markets where our franchisees have restaurants.
 
We set quality standards for all products used in Papa John’s restaurants and designate approved outside suppliers of food and paper products that meet our quality standards.  To ensure product quality and consistency, all domestic Papa John’s restaurants are required to purchase pizza sauce and dough from QC Centers. Franchisees may purchase other goods directly from our QC Centers or other approved suppliers. National purchasing agreements with most of our suppliers generally result in volume discounts to us, allowing us to sell products to our restaurants at prices we believe are below those generally available to restaurants in the marketplace. Within our North American QC Center system, products are primarily distributed to restaurants by leased refrigerated trucks operated by us.
 
Marketing Programs
 
Our local restaurant-level marketing programs target consumers within the delivery area of each restaurant through the use of local television, radio, print materials, targeted direct mail, store-to-door flyers, digital display advertising, email marketing, text messages and local social media. Local marketing efforts also include a variety of community-oriented activities within schools, sports venues and other organizations supported with some of the same advertising vehicles mentioned above.
 
Domestic Company-owned and franchised Papa John’s restaurants within a defined market may be required to join an area advertising cooperative (“Co-op”). Each member restaurant contributes a percentage of sales to the Co-op for market-wide programs, such as television, radio, digital and print advertising, and sports sponsorships. The rate of contribution and uses of the monies collected are determined by a majority vote of the Co-op’s members. The contribution rate for Co-ops generally may not be below 2% of sales without approval from Papa John’s.
 
The restaurant-level and Co-op marketing efforts are supported by media, print, digital and electronic advertising materials that are produced by Papa John’s Marketing Fund, Inc. (“PJMF”). PJMF is an unconsolidated nonstock corporation designed to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating domestic restaurants. PJMF produces and buys air time for Papa John’s national television
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commercials, buys digital media such as banner advertising, paid search-engine advertising, mobile marketing, social media advertising and marketing, text messaging, and email.  It also engages in other brand-building activities, such as consumer research and public relations activities. Domestic Company-owned and franchised Papa John’s restaurants are required to contribute a certain minimum percentage of sales to PJMF.  The contribution rate to PJMF can be set at up to 3% of sales, if approved by the governing board of PJMF, and beyond that level if approved by a supermajority of domestic restaurants. The domestic franchise system approved a new contribution rate of 4.25% effective in the fourth quarter of 2016. The new rate is an increase of 0.25% from the 4.0% contribution rate that had been in place since 2011.  The rate will increase an additional 0.25% in annual increments until the rate reaches 5.0% of sales in 2019.
 
Our proprietary domestic digital ordering platform allows customers to order online, including “plan ahead ordering,” Apple TV ordering and Spanish-language ordering capability.  Digital payment platforms include VISA Checkout, PayPal, Google Hands Free and Venmo PayShare.  We provide enhanced mobile web ordering for our customers, including Papa John’s iPhone® and Android® applications. Our Papa Rewards® program is a customer loyalty program designed to increase loyalty and frequency; we offer this program domestically and in the UK. We receive a percentage-based fee from North American franchisees for online sales, in addition to royalties, to defray development and operating costs associated with our digital ordering platform.  We believe continued innovation and investment in the design and functionality of our online and mobile platforms is critical to the success of our brand.
 
Our domestic restaurants offer customers the opportunity to purchase reloadable gift cards, sold as either a plastic gift card purchased in our restaurants, or an online digital card. Gift cards are sold to consumers on our website, through third-party retailers, and in bulk to business entities and organizations. We continue to explore other gift card distribution opportunities. Gift cards may be redeemed for delivery, carryout, and digital orders and are accepted at all Papa John’s traditional domestic restaurants.
 
We provide both Company-owned and franchised restaurants with pre-approved marketing materials and catalogs for the purchase of promotional items. We also provide direct marketing services to Company-owned and domestic franchised restaurants using customer information gathered by our proprietary point-of-sale technology (see “Company Operations —  Domestic Point-of-Sale Technology ”). In addition, we provide database tools, templates and training for operators to facilitate local email marketing and text messaging through our approved tools.
 
In international markets, our marketing focuses on customers who live or work within a small radius of a Papa John’s restaurant. Certain markets can effectively use television and radio as part of their marketing strategies. The majority of the marketing efforts include using print materials such as flyers, newspaper inserts, in-store marketing materials, and to a growing extent, digital marketing such as display, search engine marketing, social media, mobile marketing, email, and text messaging. Local marketing efforts, such as sponsoring or participating in community events, sporting events and school programs, are also used to build customer awareness.
 
Company Operations
 
Domestic Restaurant Personnel.  A typical Papa John’s Company-owned domestic restaurant employs a restaurant manager and approximately 20 to 25 hourly team members, many of whom work part-time. The manager is responsible for the day-to-day operation of the restaurant and maintaining Company-established operating standards. We seek to hire experienced restaurant managers and staff and provide comprehensive training programs in areas such as operations and managerial skills. We also employ directors of operations who are responsible for overseeing an average of seven Company-owned restaurants. Senior management and corporate staff also support the field teams in many areas, including, but not limited to, quality assurance, food safety, training, marketing and technology. We seek to motivate and retain personnel by providing opportunities for advancement and performance-based financial incentives.
 
Training and Education. The Global Operations Support and Training department is responsible for creating tools and materials for the operational training and development of both corporate and franchise team members. We believe training is very important to delivering consistent operational execution. Operations personnel complete our management training program and ongoing development programs, including multi-unit training, in which instruction is given on all aspects of our systems and operations.
 
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North America Point-of-Sale Technology. Our proprietary point-of-sale technology, “FOCUS”, is in place in all North America traditional Papa John’s restaurants. We believe this technology facilitates fast and accurate order-taking and pricing, and allows the restaurant manager to better monitor and control food and labor costs, including food inventory management and order placement from the North American QC Centers. The system allows us to obtain restaurant operating information, providing us with timely access to sales and customer information. The FOCUS system is also integrated with our digital ordering solutions in all North American traditional Papa John’s restaurants.
 
Domestic Hours of Operation.  Our domestic restaurants are open seven days a week, typically from 11:00 a.m. to 12:30 a.m. Monday through Thursday, 11:00 a.m. to 1:30 a.m. on Friday and Saturday and 12:00 noon to 11:30 p.m. on Sunday. Carry out hours are generally more limited for late night, for security purposes.
 
Franchise Program
 
General. We continue to attract franchisees with significant restaurant and retail experience. We consider our franchisees to be a vital part of our system’s continued growth and believe our relationship with our franchisees is good. As of December 25, 2016, there were 4,353 franchised Papa John’s restaurants operating in all 50 states and 45 countries and territories.  During 2016, our franchisees opened an additional 330 (104 North America and 226 internationally) restaurants, which includes the opening of Papa John’s restaurants in six new countries.  As of December 25, 2016, we have development agreements with our franchisees for approximately 220 additional North America restaurants, the majority of which are committed to open over the next two to three years, and agreements for approximately 1,080 additional international franchised restaurants, the majority of which are scheduled to open over the next six years. There can be no assurance that all of these restaurants will be opened or that the development schedule set forth in the development agreements will be achieved.
 
Approval. Franchisees are approved on the basis of the applicant’s business background, restaurant operating experience and financial resources. We seek franchisees to enter into development agreements for single or multiple restaurants. We require each franchisee to complete our training program or to hire a full-time operator who completes the training and has either an equity interest or the right to acquire an equity interest in the franchise operation. For most non-traditional operations and for operations outside the United States, we will allow an approved operator bonus plan to substitute for the equity interest.
 
North America Development and Franchise Agreements. We enter into development agreements with our franchisees in North America for the opening of a specified number of restaurants within a defined period of time and specified geographic area. Our standard domestic development agreement includes a fee of $25,000 before consideration of any incentives. The franchise agreement is generally executed once a franchisee secures a location. Our current standard franchise agreement requires the franchisee to pay a royalty fee of 5% of sales, and the majority of our existing franchised restaurants have a 5% royalty rate in effect.
 
Over the past several years, we have offered various development incentive programs for domestic franchisees to accelerate unit openings. Such incentives included the following for 2016 traditional openings: (1) waiver of the standard one-time $25,000 franchise fee if the unit opens on time in accordance with the agreed-upon development schedule, or a reduced fee of $5,000 if the unit opens late; (2) the waiver of some or all of the 5% royalty fee for a period of time; (3) a credit for a portion of the purchase of certain leased equipment; and (4) a credit to be applied toward a future food purchase, under certain circumstances. We believe development incentive programs have accelerated unit openings and expect they will continue to do so in 2017.
 
Substantially all existing franchise agreements have an initial 10-year term with a 10-year renewal option. We have the right to terminate a franchise agreement for a variety of reasons, including a franchisee’s failure to make payments when due or failure to adhere to our operational policies and standards. Many state franchise laws limit our ability as a franchisor to terminate or refuse to renew a franchise.
 
We provide assistance to Papa John’s franchisees in selecting sites, developing restaurants and evaluating the physical specifications for typical restaurants. We provide layout and design services and recommendations for subcontractors, signage installers and telephone systems to Papa John’s franchisees. Our franchisees can purchase complete new store
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equipment packages through an approved third-party supplier. We sell replacement smallwares and related items to our franchisees. Each franchisee is responsible for selecting the location for its restaurants but must obtain our approval of the restaurant design and location based on traffic accessibility and visibility of the site and targeted demographic factors, including population density, income, age and traffic.
 
Domestic Franchise Support Initiatives. From time to time, we offer discretionary support initiatives to our domestic franchisees, including:
 
 	·	 	Performance-based incentives;	

 	·	 	Targeted royalty relief and local marketing support to assist certain identified franchisees or markets;	

 	·	 	Restaurant opening incentives; and	

 	·	 	Reduced-cost direct mail campaigns from Preferred Marketing Solutions (“Preferred,” our wholly owned print and promotions subsidiary).	
 
In 2017, we plan to offer some or all of these domestic franchise support initiatives.
 
International Development and Franchise Agreements.  We opened our first franchised restaurant outside the United States in 1998. We define “international” as all markets outside the United States and Canada. In international markets, we have either a development agreement or a master franchise agreement with a franchisee for the opening of a specified number of restaurants within a defined period of time and specified geographic area. Under a master franchise agreement, the franchisee has the right to sub-franchise a portion of the development to one or more sub-franchisees approved by us. Under our current standard international development or master franchise agreement, the franchisee is required to pay total fees of $25,000 per restaurant: $5,000 at the time of signing the agreement and $20,000 when the restaurant opens or on the agreed-upon development date, whichever comes first. Additionally, under our current standard master franchise agreement, the master franchisee is required to pay $15,000 for each sub-franchised restaurant — $5,000 at the time of signing the agreement and $10,000 when the restaurant opens or on the agreed-upon development date, whichever comes first.
 
Our current standard international master franchise and development agreements provide for payment to us of a royalty fee of 5% of sales. For international markets with sub-franchise agreements, the effective sub-franchise royalty received by the Company is generally 3% of sales and the master franchisee generally receives a royalty of 2% of sales. The remaining terms applicable to the operation of individual restaurants are substantially equivalent to the terms of our domestic franchise agreement. From time to time, development agreements will be negotiated at other-than-standard terms for fees and royalties, and we may offer various development and royalty incentives to help drive net unit growth and results.
 
Non-traditional Restaurant Development. We had 240 non-traditional domestic restaurants at December 25, 2016. Non-traditional restaurants generally cover venues or areas not originally targeted for traditional unit development, and our franchised non-traditional restaurants have terms differing from the standard agreements.
 
Franchisee Loans. Selected domestic and international franchisees have borrowed funds from us, principally for the purchase of restaurants from us or other franchisees or for construction and development of new restaurants. Loans made to franchisees can bear interest at fixed or floating rates and in most cases are secured by the fixtures, equipment and signage of the restaurant and/or are guaranteed by the franchise owners. At December 25, 2016, net loans outstanding totaled $13.6 million. See “Note 11” of “Notes to Consolidated Financial Statements” for additional information.
 
Domestic Franchise Training and Support. Our domestic field support structure consists of franchise business directors, each of whom is responsible for serving an average of 130 franchised units. Our franchise business directors maintain open communication with the franchise community, relaying operating and marketing information and new initiatives between franchisees and us.
 
Every franchisee is required to have a principal operator approved by us who satisfactorily completes our required training program. Principal operators for traditional restaurants are required to devote their full business time and efforts to the operation of the franchisee’s traditional restaurants. Each franchised restaurant manager is also required to complete our
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Company-certified management operations training program. Ongoing compliance with training is monitored by the Global Operations Support and Training team. Multi-unit franchisees are encouraged to appoint training store general managers or hire a full-time training coordinator certified to deliver Company-approved operational training programs.
 
International Franchise Operations Support. We employ or contract with international business directors who are responsible for supporting one or more franchisees. The international business directors usually report to regional vice presidents. Senior management and corporate staff also support the international field teams in many areas, including but not limited to food safety, quality assurance, marketing, technology, operations training and financial analysis.
 
Franchise Operations. All franchisees are required to operate their Papa John’s restaurants in compliance with our policies, standards and specifications, including matters such as menu items, ingredients, and restaurant design. Franchisees have full discretion in human resource practices, and generally have full discretion to determine the prices to be charged to customers, but we have the authority to set maximum price points for nationally advertised promotions.
 
Franchise Advisory Council. We have a Franchise Advisory Council (“FAC”) that consists of Company and franchisee representatives of domestic restaurants. We also have a franchise advisory council in the United Kingdom (“UK FAC”). The FAC and UK FAC and subcommittees hold regular meetings to discuss new product and marketing ideas, operations, growth and other business issues. From time to time, certain domestic franchisees have also formed a separate franchise association for the purpose of communicating and addressing issues, needs and opportunities among its members.
 
We currently communicate with, and receive input from, our franchisees in several forms, including through the FAC, UK FAC, annual operations conferences, system communications, national conference calls, various regional meetings conducted with franchisees throughout the year and ongoing communications from franchise business directors and international business directors in the field. Monthly webcasts are also conducted by the Company to discuss current operational, marketing or other issues affecting the domestic franchisees’ business. We are committed to communicating with our franchisees and receiving input from them.
 
Industry and Competition
 
The United States Quick Service Restaurant pizza (“QSR Pizza”) industry is mature and highly competitive with respect to price, service, location, food quality and product innovation. There are well-established competitors with substantially greater financial and other resources than Papa John’s. The category is largely fragmented and competitors include international, national and regional chains, as well as a large number of local independent pizza operators, any of which can utilize a growing number of food delivery services.  Some of our competitors have been in existence for substantially longer periods than Papa John’s and can have higher levels of restaurant penetration and stronger, more developed brand awareness in markets where we compete. According to industry sources, domestic QSR Pizza category sales, which includes dine-in, carry out and delivery, totaled approximately $34.9 billion in 2016, or an increase of 1% from the prior year.
 
With respect to the sale of franchises, we compete with many franchisors of restaurants and other business concepts. There is also active competition for management personnel and attractive commercial real estate sites suitable for Papa John’s restaurants.
 
Government Regulation
 
We, along with our franchisees, are subject to various federal, state, local and international laws affecting the operation of our respective businesses, including laws and regulations related to the preparation and sale of food, including food safety and menu labeling. Each Papa John’s restaurant is subject to licensing and regulation by a number of governmental authorities, which include zoning, health, safety, sanitation, building and fire agencies in the state or municipality in which the restaurant is located. Difficulties in obtaining, or the failure to obtain, required licenses or approvals could delay or prevent the opening of a new restaurant in a particular area. Our QC Centers are licensed and subject to regulation by state and local health and fire codes, and the operation of our trucks is subject to federal and state transportation regulations. We are also subject to federal and state environmental regulations. In addition, our domestic operations are subject to
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various federal and state laws governing such matters as minimum wage requirements, benefits, working conditions, citizenship requirements, and overtime.
 
We are subject to Federal Trade Commission (“FTC”) regulation and various state laws regulating the offer and sale of franchises. The laws of several states also regulate substantive aspects of the franchisor-franchisee relationship. The FTC requires us to furnish to prospective franchisees a franchise disclosure document containing prescribed information. State laws that regulate the franchisor-franchisee relationship presently exist in a significant number of states, and bills have been introduced in Congress from time to time that would provide for federal regulation of the U.S. franchisor-franchisee relationship in certain respects if such bills were enacted. The state laws often limit, among other things, the duration and scope of non-competition provisions and the ability of a franchisor to terminate or refuse to renew a franchise. Some foreign countries also have disclosure requirements and other laws regulating franchising and the franchisor-franchisee relationship. National, state and local government regulations or initiatives, including health care legislation, “living wage,” legislation imposing “joint employer liability” or other current or proposed regulations and increases in minimum wage rates affect Papa John’s as well as others within the restaurant industry. As we expand internationally, we are also subject to applicable laws in each jurisdiction.
 
We are increasingly subject to laws and regulations that require us to disclose calorie content and other specific content of our food, including fat, trans fat, and salt content. A provision of the Patient Protection and Affordable Care Act of 2010 (ACA) requires us and many restaurant companies to disclose calorie information on restaurant menus. The Food and Drug Administration issued final rules to implement this provision beginning in May 2017, which will require restaurants to post the number of calories for most items on menus or menu boards and to make other nutritional information available. A number of states, counties and cities in which we do business have also enacted menu labeling laws. Government regulation of nutrition disclosure and advertising could result in increased costs of compliance and could also impact consumer habits in a way that adversely impacts sales at our restaurants. For further information regarding governmental regulation, see Item 1A, Risk Factors.
 
Trademarks, Copyrights and Domain Names
 
Our intellectual property rights are a significant part of our business. We have registered and continue to maintain federal registrations through the United States Patent and Trademark Office (the “USPTO”) for the marks PAPA JOHN’S, PIZZA PAPA JOHN’S & Design (our logo), BETTER INGREDIENTS. BETTER PIZZA., PIZZA PAPA JOHN’S BETTER INGREDIENTS. BETTER PIZZA. & Design, and PAPA REWARDS.  We also own federal registrations through the USPTO for several ancillary marks, principally advertising slogans. Moreover, we have registrations for and/or have applied for PIZZA PAPA JOHN’S & Design in more than 100 foreign countries and the European Community, in addition to international registrations for PAPA JOHN’S and PIZZA PAPA JOHN’S BETTER INGREDIENTS. BETTER PIZZA. & Design in various foreign countries.  From time to time, we are made aware of the use by other persons in certain geographical areas of names and marks that are the same as or substantially similar to our marks. It is our policy to pursue registration of our marks whenever possible and to vigorously oppose any infringement of our marks.
 
We hold copyrights in authored works used in our business, including advertisements, packaging, training, and promotional materials. In addition, we have registered and maintain Internet domain names, including “papajohns.com,” and approximately 75 country code domains patterned as papajohns.cc, with “.cc” representing a specific country code.
 
Employees
 
As of December 25, 2016, we employed approximately 23,100 persons, of whom approximately 20,100 were restaurant team members, approximately 900 were restaurant management personnel, approximately 800 were corporate personnel and approximately 1,300 were QC Center and Preferred personnel. Most restaurant team members work part-time and are paid on an hourly basis. None of our team members are covered by a collective bargaining agreement. We consider our team member relations to be good.
 
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Item 1A. Risk Factors
 
We are subject to various risks that could have a negative effect on our business, financial condition and results of operations. These risks could cause actual operating results to differ from those expressed in certain “forward looking statements” contained in this Form 10-K as well as in other Company communications. Before you invest in our securities, you should carefully consider these risk factors together with all other information included in this Form 10-K and our other publicly filed documents.
 
Our profitability may suffer as a result of competition in our industry.
 
The QSR Pizza industry is mature and highly competitive. Competition is based on price, service, location, food quality, brand recognition and loyalty, product innovation, effectiveness of marketing and promotional activity, use of technology, and the ability to identify and satisfy consumer preferences. From time to time, we may need to reduce the prices for some of our products to respond to competitive and customer pressures, which may adversely affect our profitability. When commodity and other costs increase, we may be limited in our ability to increase prices. With the significant level of competition and the pace of innovation, we may be required to increase investment spending in several areas including marketing and technology, which can decrease profitability.
 
In addition to competition with our larger and more established competitors who have substantially greater financial and other resources than we do, we face competition from new competitors and concepts such as fast casual pizza concepts. We also face competitive pressures from food delivery concepts using new delivery technologies, some of which may have more effective marketing.  The emergence or growth of new competitors may make it difficult for us to maintain or increase our market share and could negatively impact our sales and our system-wide restaurant operations.
 
One of our competitive strengths is our “Better Ingredients. Better Pizza.” brand promise. This means that we may use ingredients that cost more than the ingredients some of our competitors may use. Because of our investment in higher-quality ingredients and our focus on a “clean label”, we could have lower profit margins than some of our competitors if we are not able to establish or maintain premium pricing for our products.
 
Changes in consumer preferences or discretionary consumer spending could adversely impact our results.
 
Changes in consumer preferences and trends (for example, changes in consumer perceptions of certain ingredients that could cause consumers to avoid pizza or some of its ingredients in favor of foods that are perceived as more healthful, lower-calorie or otherwise based on their ingredients or nutritional content) or preferences for a dining experience such as fast casual pizza concepts, could adversely affect our restaurant business. Also, our success depends to a significant extent on numerous factors affecting consumer confidence and discretionary consumer income and spending, such as general economic conditions and the level of employment. Any factors that could cause consumers to spend less on food or shift to lower-priced products could reduce sales or inhibit our ability to maintain or increase pricing, which could materially adversely affect our results of operations.
 
Food safety and quality concerns may negatively impact our business and profitability.
 
Incidents or reports of food- or water-borne illness or other food safety issues, investigations or other actions by food safety regulators, food contamination or tampering, employee hygiene and cleanliness failures, improper franchisee or employee conduct, or presence of communicable disease at our restaurants (Company-owned and franchised), QC Centers, or suppliers could lead to product liability or other claims. If we were to experience any such incidents or reports, our brand and reputation could be negatively impacted. This could result in a significant decrease in customer traffic and could negatively impact our revenues and profits. Similar incidents or reports occurring at quick service restaurants unrelated to us could likewise create negative publicity, which could negatively impact consumer behavior towards us.
 
We rely on our domestic and international suppliers, as do our franchisees, to provide quality ingredients and to comply with applicable laws and industry standards. A failure of one of our domestic or international suppliers to meet our quality standards, or meet domestic or international food industry standards, could result in a disruption in our supply chain and negatively impact our brand and our results.
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Our results depend upon our ability to differentiate our brand and our reputation for quality. Damage to our brand or reputation could negatively impact our business and financial results .  Our brand has been highly rated in U.S. surveys, and we strive to build the value of our brand as we develop international markets. The value of our brand and demand for our products could be damaged by any incidents that harm consumer perceptions of the Company and our brand. As a result of the impact of social media, the value of our brand and the demand for our products could be quickly and seriously damaged due to the widespread publicity that can be associated with one or more of these incidents. 
 
We may not be able to effectively market our products or maintain key marketing partnerships.
 
The success of our business depends on the effectiveness of our marketing and promotional plans. We may not be able to effectively execute our national or local marketing plans, particularly if lower sales result in reduced levels of funds from PJMF. Our marketing strategy utilizes relationships with well-known sporting events, athletes, celebrity personalities and our brand spokesman to market our products. Our business could suffer if we are not able to maintain key marketing relationships and sponsorships, or if we are unable to do so at a reasonable cost, and could require additional investments in alternative marketing strategies. Actions taken by persons or marketing partners endorsing our products that harm their reputations could also cause harm to our brand.
 
Changes in privacy laws could adversely affect our ability to market our products effectively.
 
We rely on a variety of direct marketing techniques, including email, text messages and postal mailings. Any future restrictions in federal, state or foreign laws regarding marketing and solicitation or international data protection laws that govern these activities could adversely affect the continuing effectiveness of email, text messages and postal mailing techniques and could force changes in our marketing strategies. If this occurs, we may need to develop alternative marketing strategies, which could impact the amount and timing of our revenues.
 
We may not be able to execute our strategy or achieve our planned growth targets, which could negatively impact our business and our financial results.
 
Our growth strategy depends on our and our franchisees’ ability to open new restaurants and to operate them on a profitable basis. We expect substantially all of our international unit growth and much of our domestic unit growth to be franchised units. Accordingly, our profitability increasingly depends upon royalty revenues from franchisees. If our franchisees are not able to operate their businesses successfully under our franchised business model, our results could suffer. Additionally, we may fail to attract new qualified franchisees or existing franchisees may close underperforming locations. Planned growth targets and the ability to operate new and existing restaurants profitably are affected by economic, regulatory and competitive conditions and consumer buying habits. Increased commodity or operating costs, including, but not limited to, employee compensation and benefits or insurance costs, could slow the rate of new store openings or increase the number of store closings. Our business is susceptible to adverse changes in local, national and global economic conditions, which could make it difficult for us to meet our growth targets. Additionally, we or our franchisees may face challenges securing financing, finding suitable store locations at acceptable terms or securing required domestic or foreign government permits and approvals.  If we do not meet our growth targets or the expectations of the market for net restaurant openings or our other strategic objectives, our stock price could decline.
 
Our franchisees remain dependent on the availability of financing to remodel or renovate existing locations, upgrade systems and enhance technology, or construct and open new restaurants. From time to time, the Company may provide financing to certain franchisees and prospective franchisees in order to mitigate store closings, allow new units to open, or complete required upgrades. If we are unable or unwilling to provide such financing, which is a function of, among other things, a franchisee’s credit worthiness, the number of new restaurant openings may be slower than expected and our results of operations may be adversely impacted. To the extent we provide financing to franchisees in domestic and international markets, our results could be negatively impacted by negative performance of these franchisee loans.
 
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We may be adversely impacted by increases in the cost of food ingredients and other costs.
 
We are exposed to fluctuations in commodities. An increase in the cost or sustained high levels of the cost of cheese or other commodities could adversely affect the profitability of our system-wide restaurant operations, particularly if we are unable to increase the selling price of our products to offset increased costs. Cheese, representing our largest food cost, and other commodities can be subject to significant cost fluctuations due to weather, availability, global demand and other factors that are beyond our control. Additionally, increases in labor, mileage, insurance, fuel, and other costs could adversely affect the profitability of our restaurant and QC Center businesses. Most of the factors affecting costs in our system-wide restaurant operations are beyond our control, and we may not be able to adequately mitigate these costs or pass along these costs to our customers or franchisees, given the significant competitive pricing pressures.
 
Our dependence on a sole supplier or a limited number of suppliers for some ingredients could result in disruptions to our business.
 
Domestic restaurants purchase substantially all food and related products from our QC Centers. We are dependent on Leprino Foods Dairy Products Company (“Leprino”) as our sole supplier for cheese, one of our key ingredients. Leprino, one of the major pizza category suppliers of cheese in the United States, currently supplies all of our cheese domestically and substantially all of our cheese internationally. While we have no other sole sources of supply for key ingredients, we do source other key ingredients from a limited number of suppliers. Alternative sources of supply of cheese or other key ingredients may not be available on a timely basis or may not be available on terms as favorable to us as under our current arrangements.
 
Our Company-owned and franchised restaurants could also be harmed by a prolonged disruption in the supply of products from or to our QC Centers due to weather, climate change, natural disasters, crop disease, food safety incidents, labor dispute or interruption of service by carriers. In particular, adverse weather or crop disease affecting the California tomato crop could disrupt the supply of pizza sauce to our and our franchisees’ restaurants. Insolvency of key suppliers could also cause similar business interruptions and negatively impact our business.
 
Natural disasters or other catastrophic events may disrupt our operations or supply chain.
 
The occurrence of a natural disaster, epidemic, cyber-attack or other catastrophic event may result in the closure of our restaurants (Company-owned or franchised), our corporate office, any of our QC Centers or the facilities of our suppliers, any of which could materially adversely affect our results of operations.
 
Changes in purchasing practices by our domestic franchisees could harm our commissary business.
 
Although our domestic franchisees currently purchase substantially all food products from our QC Centers, they are only required to purchase from our QC Centers pizza sauce, dough and other items we may designate as proprietary or integral to our system. Any changes in purchasing practices by domestic franchisees, such as seeking alternative approved suppliers of ingredients or other food products, could adversely affect the financial results of our QC Centers and the Company.
 
Our current insurance may not be adequate and we may experience claims in excess of our reserves.
 
Our insurance programs for workers’ compensation, owned and non-owned automobiles, general liability, property and team member health insurance coverage are funded by the Company up to certain retention levels, generally ranging from $100,000 to $1 million. These insurance programs or our program for cyber insurance may not be adequate to protect us, and it may be difficult or impossible to obtain additional coverage or maintain current coverage at a reasonable cost. We also have experienced increasing claims volatility and higher related costs for workers’ compensation, owned and non-owned automobiles and health claims. We estimate loss reserves based on historical trends, actuarial assumptions and other data available to us, but we may not be able to accurately estimate reserves. If we experience claims in excess of our projections, our business could be negatively impacted, and our franchisees could be similarly impacted by higher claims experience.
 
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Our international operations are subject to increased risks and other factors that may make it more difficult to achieve or maintain profitability or meet planned growth rates.
 
Our international operations could be negatively impacted by volatility and instability in international economic, political, security or health conditions in the countries in which the Company or our franchisees operate, especially in emerging markets. In addition, there are risks associated with differing business and social cultures and consumer preferences. We may face limited availability for restaurant locations, higher location costs and difficulties in franchisee selection and financing. We may be subject to difficulties in sourcing and importing high-quality ingredients (and ensuring food safety) in a cost-effective manner, hiring and retaining qualified team members, marketing effectively and adequately investing in information technology, especially in emerging markets.
 
Our international operations are also subject to additional risk factors, including import and export controls, compliance with anti-corruption and other foreign laws, changes in tax laws, difficulties enforcing intellectual property and contract rights in foreign jurisdictions, and the imposition of increased or new tariffs or trade barriers. We intend to continue to expand internationally, which would make the risks related to our international operations more significant over time.
 
Our international results, which are substantially franchised, depend heavily on the operating capabilities and financial strength of our franchisees, particularly due to the fact that our international revenues are concentrated among a small number of countries, including the UK, the GCC, Russia, and China. Any changes in the ability of our franchisees to run their stores profitably in accordance with our operating procedures, or to effectively sub franchise stores, could result in brand damage, a higher number of restaurant closures and a reduction in the number of new restaurant openings.  Our international Company-owned store presence is currently limited to our stores in China, which are classified as held for sale. We may find it difficult to find a suitable buyer for our Company-owned stores in China in a timely fashion, or a new franchisee could develop the market more slowly than we anticipate, which could delay our growth in this market.
 
Foreign currency or interest rate risks could adversely affect our financial results.
 
Sales made by our franchisees in international markets are denominated in their local currencies, and fluctuations in the U.S. dollar occur relative to the local currencies. Accordingly, changes in currency exchange rates will cause our revenues and operating results to fluctuate, which occurred in 2016 due to the volatility of the Russian Ruble and British Pound. We have not historically hedged our exposure to foreign currency fluctuations. Our international revenues and earnings may be adversely impacted as the U.S. dollar rises against foreign currencies, because the local currency will translate into fewer U.S. dollars. Additionally, the value of certain assets or loans denominated in local currencies may deteriorate. Other items denominated in U.S dollars including product imports or loans may also become more expensive, putting pressure on franchisees’ cash flows.
 
Under our revolving credit facility, we are exposed to variable interest rates. A significant increase in interest rates or total borrowings could adversely affect our profitability. Additionally, rising interest rates could impact our franchisees and their ability to open new restaurants or operate existing restaurants profitably.
 
Increasingly complex laws and regulations could adversely affect our business.
 
We operate in an increasingly complex regulatory environment, and the cost of regulatory compliance is increasing. Our failure, or the failure of any of our franchisees, to comply with applicable U.S. and international labor, health care, food, health and safety, consumer protection, anti-bribery and corruption, competition, environmental and other laws, may result in civil and criminal liability, damages, fines and penalties. Enforcement of existing laws and regulations, changes in legal requirements, and/or evolving interpretations of existing regulatory requirements may result in increased compliance costs and create other obligations, financial or otherwise, that could adversely affect our business, financial condition or operating results. Increased regulatory scrutiny of food matters and product marketing claims, and increased litigation and enforcement actions, may increase compliance and legal costs and create other obligations that could adversely affect our business, financial condition or operating results. Governments may also impose requirements and restrictions that impact our business. For example, some local government agencies have implemented ordinances that restrict the sale of certain food or drink products.
 
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Compliance with new or additional government laws or regulations, including menu labeling requirements, could increase costs and be harmful to system-wide restaurant sales. Non-compliance with laws or government regulations could result in enforcement actions or investigations and could have an adverse impact on our financial performance and our reputation.
 
Changes in employment and labor laws, including health care legislation and minimum wage increases, could increase costs for our system-wide operations.
 
We are subject to federal, state and foreign laws governing such matters as minimum wage requirements, overtime compensation, benefits, working conditions, citizenship requirements and discrimination and family and medical leave. Labor costs and labor-related benefits are primary components in the cost of operation of our restaurants and QC Centers.  Labor shortages, increased employee turnover and health care mandates could increase our system-wide labor costs.
 
A significant number of hourly personnel are paid at rates closely related to the federal and state minimum wage requirements. Accordingly, the enactment of additional state or local minimum wage increases above federal wage rates or regulations related to exempt employees could increase labor costs for our domestic system-wide operations. Additionally, social media may be used to foster negative perceptions of employment in our industry and promote strikes or boycotts.
 
The Affordable Care Act, enacted in 2010, requires employers such as us to provide health insurance for all qualifying employees in the United States or pay penalties for not providing coverage. We, like other industry competitors, are complying with the law and are providing more extensive health benefits to employees than we had previously provided, and are subsidizing a larger portion of their insurance premiums. These additional costs, or costs related to future healthcare regulation, could negatively impact our operational results. In addition, our franchisees subject to the ACA or future healthcare legislation could face additional cost pressures from compliance with the legislation, which could reduce their future expansion of units.
 
Failure to retain the services of our Founder, John Schnatter, as Chief Executive Officer, Chairman and brand spokesman, or to successfully execute succession planning, could harm our Company and brand.
 
John H. Schnatter, our Founder, Chairman and Chief Executive Officer, does not serve under an employment agreement, and we do not maintain key man life insurance on Mr. Schnatter. We also depend on the continued availability of Mr. Schnatter’s image and his services as spokesman in our advertising and promotion materials. While we have entered into a license agreement with Mr. Schnatter related to the use of certain intellectual property related to his name, likeness and image, our business and brand may be harmed if Mr. Schnatter’s services were not available to the Company for any reason or the reputation of Mr. Schnatter were negatively impacted. In addition, failure to effectively execute succession planning with respect to Mr. Schnatter and other senior leaders, or managing any related organizational change, could harm our Company and brand.
 
The concentration of stock ownership with Mr. Schnatter may influence the outcome of certain matters requiring stockholder approval .
 
The concentration of stock ownership by our Founder, Chairman and Chief Executive Officer allows him to substantially influence the outcome of certain matters requiring stockholder approval. As of December 25, 2016, he beneficially owned approximately 26% of our outstanding common stock. As a result, he may be able to substantially influence the strategic direction of the Company and the outcome of matters requiring approval by our stockholders.
 
We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to invest in or adapt to technological developments or industry trends could harm our business.
 
We rely heavily on information systems, including digital ordering solutions, through which over half of our domestic sales originate. We also rely heavily on point-of-sale processing in our Company-owned and franchised restaurants for data collection and payment systems for the collection of cash, credit and debit card transactions, and other processes and procedures. Our ability to efficiently and effectively manage our business depends on the reliability and capacity of these technology systems. In addition, we anticipate that consumers will continue to have more options to place orders digitally,
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both domestically and internationally. Our failure to adequately invest in new technology, adapt to technological developments and industry trends, particularly our digital ordering capabilities, could result in a loss of customers and related market share. Additionally, we are in an environment where the technology life cycle is short, which requires continued reinvestment in technology and increases the risk that our technology may not be customer centric or could become obsolete, inefficient or otherwise incompatible with other systems.
 
We rely on our international franchisees to maintain their own point-of-sale and online ordering systems, which are often purchased from third-party vendors, potentially exposing international franchisees to more operational risk, including cyber and data privacy risks.
 
Disruptions of our critical business or information technology systems could harm our ability to compete and conduct our business.
 
Our critical business and information technology systems could be damaged or interrupted by power loss, various technological failures, user errors, sabotage or acts of God. In particular, we may experience occasional interruptions of our digital ordering solutions, which make online ordering unavailable or slow to respond, negatively impacting sales and the experience of our customers. If our digital ordering solutions do not perform with adequate speed, our customers may be less inclined to return to our digital ordering solutions.
 
Part of our technology infrastructure, such as our FOCUS point-of-sale system, is specifically designed for us and our operational systems, which could cause unexpected costs, delays or inefficiencies when infrastructure upgrades are needed or prolonged and widespread technological difficulties occur. Significant portions of our technology infrastructure, particularly in our digital ordering solutions, are provided by third parties, and the performance of these systems is largely beyond our control. Failure of our third-party systems, and backup systems, to adequately perform, particularly as our online sales grow, could harm our business and the satisfaction of our customers. Such third-party systems could be disrupted either through system failure or if third party vendor patents and contractual agreements do not afford us protection against similar technology. In addition, we may not have or be able to obtain adequate protection or insurance to mitigate the risks of these events or compensate for losses related to these events, which could damage our business and reputation and be expensive and difficult to remedy or repair.
 
Failure to maintain the integrity of internal or customer data could result in damage to our reputation, loss of sales, and/or subject us to litigation, penalties or significant costs.
 
We are subject to a number of privacy and data protection laws and regulations. Our business requires the collection and retention of large volumes of internal and customer data, including credit card data and other personally identifiable information of our employees and customers housed in the various information systems we use. Constantly changing information security threats, particularly persistent cyber security threats, pose risks to the security of our systems and networks, and the confidentiality, availability and integrity of our data and the availability and integrity of our critical business functions.  As techniques used in cyber-attacks evolve, we may not be able to timely detect threats or anticipate and implement adequate security measures. The integrity and protection of the customer, employee, franchisee and Company data are critical to us. Our information technology systems and databases, and those provided by our third party vendors, including international vendors, have been, and will continue to be subject to computer viruses, malware attacks, unauthorized user attempts, phishing and denial of service and other malicious attacks. The failure to prevent fraud or security breaches or to adequately invest in data security could harm our business and revenues due to the reputational damage to our brand. Such a breach could also result in litigation, regulatory actions, penalties, and other significant costs to us and have a material adverse effect on our financial results. These costs could be significant and well in excess of our cyber insurance coverage.
 
We have been and will continue to be subject to various types of investigations and litigation, including collective and class action litigation, which could subject us to significant damages or other remedies.
 
We are subject to the risk of investigations and litigation from various parties, including vendors, customers, franchisees, state and federal agencies, stockholders and employees. From time to time, we are involved in a number of lawsuits, claims, investigations, and proceedings consisting of intellectual property, employment, consumer, personal injury,
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commercial and other matters arising in the ordinary course of business. We have been subject to claims in cases containing collective and class action allegations. Plaintiffs in these types of lawsuits often seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss and defense costs relating to such lawsuits may not be accurately estimated. Litigation trends involving the relationship between franchisors and franchisees, personal injury claims, employment law and intellectual property may increase our cost of doing business. We evaluate all of the claims and proceedings involving us to assess the expected outcome, and where possible, we estimate the amount of potential losses to us. In many cases, particularly collective and class action cases, we may not be able to estimate the amount of potential losses and/or our estimates may prove to be insufficient. These assessments are made by management based on the information available at the time made and require the use of a significant amount of judgment, and actual outcomes or losses may materially differ. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, such litigation may be expensive to defend and may divert resources away from our operations and negatively impact earnings. Further, we may not be able to obtain adequate insurance to protect us from these types of litigation matters or extraordinary business losses.
 
We may not be able to adequately protect our intellectual property rights, which could negatively affect our results of operations.
 
We depend on the Papa John’s brand name and rely on a combination of trademarks, service marks, copyrights, and similar intellectual property rights to protect and promote our brand. We believe the success of our business depends on our continued ability to exclusively use our existing marks to increase brand awareness and further develop our brand, both domestically and abroad. We may not be able to adequately protect our intellectual property rights, and we may be required to pursue litigation to prevent consumer confusion and preserve our brand’s high-quality reputation. Litigation could result in high costs and diversion of resources, which could negatively affect our results of operations, regardless of the outcome.
 
We may be subject to impairment charges.
 
Impairment charges are possible due to the nature and timing of decisions we make about underperforming assets or markets, or if previously opened or acquired restaurants perform below our expectations. This could result in a decrease in our reported asset value and reduction in our net income.
 
The United Kingdom’s departure from the European Union could have a negative impact on our business and financial results.
 
The June 2016 referendum by United Kingdom voters known as “Brexit” has resulted in a lower valuation of the British Pound in comparison to the U.S. Dollar, and resulted in significant currency exchange   rate fluctuations. While the future impact and other implications of Brexit on our operations in the European Union remain unclear, it has the potential to increase currency volatility, disrupt trade with changes in tariffs and regulations, impede the free movement of goods needed in our operations, and otherwise create global economic uncertainty and negatively impact consumer sentiment.
 
As of December 25, 2016, six of our 45 international country operations are included in the European Union.
 
Item 1B.  Unresolved Staff Comments
 
None.

Item 2.  Properties
 
As of December 25, 2016, there were 5,097 Papa John’s restaurants system-wide. The following tables provide the locations of our restaurants. We define “North America” as the United States and Canada and “domestic” as the contiguous United States.
 
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North America Restaurants:
 	 	 	 	 	 	 	 	
 	    	Company	    	Franchised	    	Total	 	
Alabama	 	 —	 	81	 	81	 	
Alaska	 	 —	 	11	 	11	 	
Arizona	 	 —	 	80	 	80	 	
Arkansas	 	 —	 	26	 	26	 	
California	 	 —	 	215	 	215	 	
Colorado	 	32	 	21	 	53	 	
Connecticut	 	 —	 	17	 	17	 	
Delaware	 	 —	 	17	 	17	 	
District of Columbia	 	 —	 	10	 	10	 	
Florida	 	66	 	222	 	288	 	
Georgia	 	99	 	61	 	160	 	
Hawaii	 	 —	 	14	 	14	 	
Idaho	 	 —	 	12	 	12	 	
Illinois	 	8	 	101	 	109	 	
Indiana	 	42	 	91	 	133	 	
Iowa	 	 —	 	24	 	24	 	
Kansas	 	16	 	19	 	35	 	
Kentucky	 	45	 	69	 	114	 	
Louisiana	 	 —	 	60	 	60	 	
Maine	 	 —	 	5	 	5	 	
Maryland	 	60	 	43	 	103	 	
Massachusetts	 	 —	 	22	 	22	 	
Michigan	 	 —	 	53	 	53	 	
Minnesota	 	33	 	16	 	49	 	
Mississippi	 	 —	 	30	 	30	 	
Missouri	 	42	 	34	 	76	 	
Montana	 	 —	 	9	 	9	 	
Nebraska	 	 —	 	17	 	17	 	
Nevada	 	 —	 	21	 	21	 	
New Hampshire	 	 —	 	4	 	4	 	
New Jersey	 	 —	 	63	 	63	 	
New Mexico	 	 —	 	18	 	18	 	
New York	 	 —	 	100	 	100	 	
North Carolina	 	100	 	87	 	187	 	
North Dakota	 	 —	 	7	 	7	 	
Ohio	 	 —	 	166	 	166	 	
Oklahoma	 	 —	 	34	 	34	 	
Oregon	 	 —	 	15	 	15	 	
Pennsylvania	 	 —	 	95	 	95	 	
Rhode Island	 	 —	 	5	 	5	 	
South Carolina	 	9	 	67	 	76	 	
South Dakota	 	 —	 	13	 	13	 	
Tennessee	 	31	 	81	 	112	 	
Texas	 	93	 	204	 	297	 	
Utah	 	 —	 	34	 	34	 	
Vermont	 	 —	 	1	 	1	 	
Virginia	 	26	 	120	 	146	 	
Washington	 	 —	 	55	 	55	 	
West Virginia	 	 —	 	21	 	21	 	
Wisconsin	 	 —	 	28	 	28	 	
Wyoming	 	 —	 	10	 	10	 	
Total U.S. Papa John’s Restaurants	 	702	 	2,629	 	3,331	 	
Canada	 	 —	 	110	 	110	 	
Total North America Papa John’s Restaurants	 	702	 	2,739	 	3,441	 	
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International Restaurants:

 	 	 	 	 	 	 	 	
 	    	Company	    	Franchised	    	Total	 	
Azerbaijan	    	 —	    	4	    	4	 	
Bahrain	 	 —	 	22	 	22	 	
Belarus	 	 —	 	7	 	7	 	
Bolivia	 	 —	 	3	 	3	 	
Cayman Islands	 	 —	 	2	 	2	 	
Chile	 	 —	 	52	 	52	 	
China	 	42	 	186	 	228	 	
Colombia	 	 —	 	32	 	32	 	
Costa Rica	 	 —	 	23	 	23	 	
Cyprus	 	 —	 	8	 	8	 	
Dominican Republic	 	 —	 	14	 	14	 	
Ecuador	 	 —	 	16	 	16	 	
Egypt	 	 —	 	41	 	41	 	
El Salvador	 	 —	 	21	 	21	 	
France	 	 —	 	1	 	1	 	
Guam	 	 —	 	3	 	3	 	
Guatemala	 	 —	 	10	 	10	 	
India	 	 —	 	66	 	66	 	
Iraq	 	 —	 	2	 	2	 	
Ireland	 	 —	 	69	 	69	 	
Israel	 	 —	 	1	 	1	 	
Jordan	 	 —	 	10	 	10	 	
South Korea	 	 —	 	116	 	116	 	
Kuwait	 	 —	 	35	 	35	 	
Malaysia	 	 —	 	1	 	1	 	
Mexico	 	 —	 	99	 	99	 	
Netherlands	 	 —	 	2	 	2	 	
Nicaragua	 	 —	 	4	 	4	 	
Oman	 	 —	 	10	 	10	 	
Panama	 	 —	 	12	 	12	 	
Peru	 	 —	 	38	 	38	 	
Philippines	 	 —	 	20	 	20	 	
Puerto Rico	 	 —	 	26	 	26	 	
Qatar	 	 —	 	23	 	23	 	
Russia	 	 —	 	94	 	94	 	
Saudi Arabia	 	 —	 	45	 	45	 	
Singapore	 	 —	 	2	 	2	 	
Spain	 	 —	 	15	 	15	 	
Trinidad	 	 —	 	6	 	6	 	
Tunisia	 	 —	 	2	 	2	 	
Turkey	 	 —	 	33	 	33	 	
United Arab Emirates	 	 —	 	46	 	46	 	
United Kingdom	 	 —	 	353	 	353	 	
Venezuela	 	 —	 	39	 	39	 	
Total International Papa John’s Restaurants	 	42	 	1,614	 	1,656	 	
 
Note: Company-owned Papa John’s restaurants include restaurants owned by majority-owned subsidiaries. There were 222 such restaurants at December 25, 2016 (32 in Colorado, 35 in Maryland, 33 in Minnesota, 93 in Texas, 26 in Virginia, and 3 in Georgia).
 
Most Papa John’s Company-owned restaurants are located in leased space. The initial term of most domestic restaurant leases is generally five years with most leases providing for one or more options to renew for at least one additional term.
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Generally, the leases are triple net leases, which require us to pay all or a portion of the cost of insurance, taxes and utilities. In connection with the 2016 sale of our Phoenix market, we also remain contingently liable for payment under 42 lease arrangements.
 
Eight of our 11 North America QC Centers are located in leased space.  We are party to a lease for a twelfth QC Center that is under construction and will open in 2017 in Georgia. Our remaining three locations are in buildings we own. Additionally, our corporate headquarters and our printing operations located in Louisville, KY are in buildings owned by us.
 
Our international leases include our Company-owned restaurant sites in Beijing and North China.  At December 25, 2016, we also leased and subleased to franchisees in the United Kingdom 286 of the 353 franchised Papa John’s restaurant sites. The initial lease terms on the franchised sites in the United Kingdom are generally 10 to 15 years. The initial lease terms of the franchisee subleases are generally five to ten years. We also lease our QC Centers and office space in Beijing, China, and Mexico City, Mexico. Additionally, we own a full-service QC Center in the United Kingdom.
 
Item 3.  Legal Proceedings
 
The Company is involved in a number of lawsuits, claims, investigations and proceedings, consisting of intellectual property, employment, consumer, commercial and other matters arising in the ordinary course of business. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 450, “Contingencies,” the Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company’s consolidated financial statements. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.  See “Note 17” of “Notes to Consolidated Financial Statements” for additional information.
 
Item 4.  Mine Safety Disclosures
 
None.
 
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EXECUTIVE OFFICERS OF THE REGISTRANT
 
Set forth below are the current executive officers of Papa John’s:

Name	    	Age (a)	    	Position	    	First Elected
Executive Officer	 	
 	 	 	 	 	 	 	 	
John H. Schnatter	 	55	 	Founder, Chairman and Chief Executive Officer	 	1985	 	
 	 	 	 	 	 	 	 	
Steve M. Ritchie	 	42	 	President and Chief Operating Officer	 	2012	 	
 	 	 	 	 	 	 	 	
Timothy C. O’Hern	 	53	 	Senior Vice President and Chief Development Officer	 	2005	 	
 	 	 	 	 	 	 	 	
Lance F. Tucker	 	47	 	Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer	 	2011	 	

 	(a)	 	Ages are as of January 1, 2017.	
 
John H. Schnatter created the Papa John’s concept and started operations in 1984. He currently serves as Founder, Chairman and Chief Executive Officer. He previously served as Interim Chief Executive Officer from December 2008 to April 2009, Executive Chairman of the Company from 2005 until May 2007, as Chairman of the Board and Chief Executive Officer from 1990 until 2005, and as President from 1985 to 1990, from 2001 until 2005 and from 2014 to 2015.
 
Steve M. Ritchie was appointed President and Chief Operating Officer in July 2015 after serving as Senior Vice President and Chief Operating Officer since May 2014. Mr. Ritchie has served as a Senior Vice President since May 2013 and in various capacities of increasing responsibility over Global Operations & Global Operations Support and Training since July 2010. Since 2006, he also has served as a franchise owner and operator of multiple units in the Company’s Midwest Division.
 
Timothy C. O’Hern was appointed Senior Vice President and Chief Development Officer in July 2012. He previously served as Senior Vice President, Development since June 2009, a position he previously held from 2005 until 2007. From 2002 until 2005 and from 2007 until 2009, he managed the operations of a Papa John’s franchisee in which he has an ownership interest. Prior to his departure from Papa John’s in 2002, Mr. O’Hern held various positions, including Vice President of Global Development from February 2001 to 2002, Vice President of U.S. Development from March 1997 to February 2001, Director of Franchise Development from December 1996 to March 1997 and Construction Manager from November 1995 to December 1996. He has been a franchisee since 1993.
 
Lance F. Tucker was appointed Chief Administrative Officer in July 2012 and Chief Financial Officer and Treasurer in February 2011. Mr. Tucker previously held the positions of Chief of Staff and Senior Vice President, Strategic Planning from June 2010 to February 2011, after serving as Chief of Staff and Vice President, Strategic Planning since June 2009. Mr. Tucker was previously employed by the Company from 1994 to 1999 working in its finance department. From 2003 to 2009, Mr. Tucker served as Chief Financial Officer of Evergreen Real Estate, a company owned by John Schnatter. Mr. Tucker is a licensed Certified Public Accountant.
 
There are no family relationships between any of the directors or executive officers of the Company.
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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 Select Market tier of The NASDAQ Stock Market under the symbol PZZA. As of February 14, 2017, there were 803 record holders of common stock. However, there are significantly more beneficial owners of our common stock than there are record holders. The following table sets forth, for the quarters indicated, the high and low sales prices of our common stock, as reported by The NASDAQ Stock Market, and dividends declared per common share:

 	    	 	 	    	 	 	    	Dividend	 	
 	 	 	 	 	 	 	 	Declared Per	 	
2016	 	High	 	Low	 	Share	 	
First Quarter	 	$	61.22	 	$	44.47	 	$	0.175	 	
Second Quarter	 	 	67.99	 	 	53.23	 	 	0.175	 	
Third Quarter	 	 	82.55	 	 	65.51	 	 	0.200	 	
Fourth Quarter	 	 	90.49	 	 	73.60	 	 	0.200	 	

 	    	 	 	    	 	 	    	Dividend	 	
 	 	 	 	 	 	 	 	Declared Per	 	
2015	 	High	 	Low	 	Share	 	
First Quarter	 	$	65.96	 	$	55.15	 	$	0.140	 	
Second Quarter	 	 	76.38	 	 	60.06	 	 	0.140	 	
Third Quarter	 	 	79.40	 	 	63.96	 	 	0.175	 	
Fourth Quarter	 	 	74.52	 	 	53.65	 	 	0.175	 	

Our Board of Directors declared a quarterly dividend of $0.20 per share on January 26, 2017 that was payable on February 17, 2017 to shareholders of record at the close of business on February 6, 2017.
 
We anticipate continuing the payment of quarterly cash dividends. The actual amount of such dividends is subject to declaration by our Board of Directors and will depend upon future earnings, results of operations, capital requirements, our financial condition and other relevant factors. There can be no assurance that the Company will continue to pay quarterly cash dividends.
 
Our Board of Directors has authorized the repurchase of up to $1.575 billion of common stock under a share repurchase program that began December 9, 1999, and expires February 28, 2018. This includes $50 million authorized in December 2016. In fiscal 2016, a total of 2.1 million shares with an aggregate cost of $122.4 million and an average price of $57.03 per share were repurchased under this program. Subsequent to year-end, we acquired an additional 86,801 shares at an aggregate cost of $7.4 million. Approximately $129.9 million remained available under the Company’s share repurchase program as of February 14, 2017 .
 
The following table summarizes our repurchase activity by fiscal period during the fourth quarter ended December 25, 2016 (in thousands, except per share amounts):

 	 	    	 	    	 	 	    	Total Number	    	Maximum Dollar	 	
 	 	 	Total	 	Average	 	of Shares Purchased	 	Value of Shares	 	
 	 	 	Number	 	Price	 	as Part of Publicly	 	that May Yet Be	 	
 	 	 	of Shares	 	Paid per	 	Announced Plans	 	Purchased Under the	 	
Fiscal Period	 	    	Purchased	    	Share	    	or Programs	    	Plans or Programs	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
09/26/2016 - 10/23/2016	 	 	51	 	$	78.57	 	109,493	 	$	146,296	 	
10/24/2016 - 11/20/2016	 	 	50	 	$	79.29	 	109,543	 	$	142,296	 	
11/21/2016 - 12/25/2016	 	 	57	 	$	87.31	 	109,600	 	$	137,300	 	
 
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Our share repurchase authorization increased by $50 million to $1.575 billion in December 2016. For presentation purposes, the maximum dollar value of shares that may be purchased was adjusted retroactively to September 26, 2016.
 
The Company utilizes a written trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, from time to time to facilitate the repurchase of shares of our common stock under this share repurchase program. There can be no assurance that we will repurchase shares of our common stock either through a Rule 10b5-1 trading plan or otherwise.
 
Stock Performance Graph
 
The following performance graph compares the cumulative shareholder return of the Company’s common stock for the five-year period between December 25, 2011 and December 25, 2016 to (i) the NASDAQ Stock Market (U.S.) Index and (ii) a group of the Company’s peers consisting of U.S. companies listed on NASDAQ with standard industry classification (SIC) codes 5800-5899 (eating and drinking places).  Management believes the companies included in this peer group appropriately reflect the scope of the Company’s operations and match the competitive market in which the Company operates. The graph assumes the value of the investments in the Company’s common stock and in each index was $100 on December 25, 2011, and that all dividends were reinvested.

 

 
 
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Item 6.  Selected Financial Data
 
The selected financial data presented for each of the fiscal years in the five-year period ended December 25, 2016, were derived from our audited consolidated financial statements. The selected financial data below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Consolidated Financial Statements” and Notes thereto included in Item 7 and Item 8, respectively, of this Form 10-K.

 	 	Year Ended(1)	 	
 	    	Dec. 25,	    	Dec. 27,	    	Dec. 28,	    	Dec. 30,	    	Dec. 25,	 	
(In thousands, except per share data)	 	2016	 	2015	 	2014	 	2013	 	2012	 	
 	 	 	52 weeks	 	 	52 weeks	 	 	52 weeks	 	 	52 weeks	 	 	53 weeks	 	
Income Statement Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurant sales	 	$	815,931	 	$	756,307	 	$	701,854	 	$	635,317	 	$	592,203	 	
North America franchise royalties and fees (2)	 	 	102,980	 	 	96,056	 	 	90,169	 	 	82,873	 	 	80,373	 	
North America commissary and other sales	 	 	681,606	 	 	680,321	 	 	703,671	 	 	632,192	 	 	597,147	 	
International (3)	 	 	113,103	 	 	104,691	 	 	102,455	 	 	88,640	 	 	72,930	 	
Total revenues	 	 	1,713,620	 	 	1,637,375	 	 	1,598,149	 	 	1,439,022	 	 	1,342,653	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Refranchising and impairment gains/(losses), net	 	 	10,222	 	 	 —	 	 	(979)	 	 	 —	 	 	 —	 	
Operating income	 	 	164,523	 	 	136,307	 	 	117,630	 	 	106,503	 	 	99,807	 	
Legal settlement	 	 	898	 	 	(12,278)	 	 	 —	 	 	 —	 	 	 —	 	
Investment income	 	 	785	 	 	794	 	 	702	 	 	589	 	 	750	 	
Interest expense	 	 	(7,397)	 	 	(5,676)	 	 	(4,077)	 	 	(983)	 	 	(2,162)	 	
Income before income taxes	 	 	158,809	 	 	119,147	 	 	114,255	 	 	106,109	 	 	98,395	 	
Income tax expense	 	 	49,717	 	 	37,183	 	 	36,558	 	 	33,130	 	 	32,393	 	
Net income before attribution to noncontrolling interests	 	 	109,092	 	 	81,964	 	 	77,697	 	 	72,979	 	 	66,002	 	
Income attributable to noncontrolling interests (4)	 	 	(6,272)	 	 	(6,282)	 	 	(4,382)	 	 	(3,442)	 	 	(4,342)	 	
Net income attributable to the Company	 	$	102,820	 	$	75,682	 	$	73,315	 	$	69,537	 	$	61,660	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income attributable to common shareholders	 	$	102,967	 	$	75,422	 	$	72,869	 	$	68,497	 	$	61,660	 	
Basic earnings per common share	 	$	2.76	 	$	1.91	 	$	1.78	 	$	1.58	 	$	1.31	 	
Diluted earnings per common share	 	$	2.74	 	$	1.89	 	$	1.75	 	$	1.55	 	$	1.29	 	
Basic weighted average common shares outstanding	 	 	37,253	 	 	39,458	 	 	40,960	 	 	43,387	 	 	46,916	 	
Diluted weighted average common shares outstanding	 	 	37,608	 	 	40,000	 	 	41,718	 	 	44,243	 	 	47,810	 	
Dividends declared per common share	 	$	0.75	 	$	0.63	 	$	0.53	 	$	0.25	 	$	 —	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance Sheet Data	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	512,565	 	$	494,058	 	$	504,555	 	$	464,291	 	$	438,408	 	
Total debt	 	 	300,575	 	 	256,000	 	 	230,451	 	 	157,900	 	 	88,258	 	
Mandatorily redeemable noncontrolling interests (5)	 	 	 —	 	 	 —	 	 	 —	 	 	10,786	 	 	11,837	 	
Redeemable noncontrolling interests	 	 	8,461	 	 	8,363	 	 	8,555	 	 	7,024	 	 	6,380	 	
Total stockholders’ equity	 	 	9,801	 	 	42,206	 	 	98,715	 	 	138,184	 	 	181,514	 	
 
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 	(1)	 	We operate on a 52-53 week fiscal year ending on the last Sunday of December of each year. The 2012 fiscal year consisted of 53 weeks and all other years above consisted of 52 weeks. The additional week resulted in additional revenues of approximately $21.5 million and additional income before income taxes of approximately $4.1 million, or $0.05 per diluted share for 2012.	

 	(2)	 	North America franchise royalties were derived from franchised restaurant sales of $2.20 billion in 2016, $2.13 billion in 2015, $2.04 billion in 2014, $1.91 billion in 2013 and $1.85 billion in 2012 ($1.82 billion on a 52 week basis).	

 	(3)	 	Includes international royalties and fees, restaurant sales for international Company-owned restaurants, and international commissary revenues.  International royalties were derived from franchised restaurant sales of $648.9 million in 2016, $592.7 million in 2015, $553.0 million in 2014, $460.0 million in 2013 and $388.4 million in 2012 ($379.4 million on a 52 week basis). Restaurant sales for international Company-owned restaurants were $14.5 million in 2016, $19.3 million in 2015, $23.7 million in 2014, $22.7 million in 2013 and $16.2 million in 2012.	

 	(4)	 	Represents the noncontrolling interests’ allocation of income for our joint venture arrangements.	

 	(5)	 	Represents the redemption value of a mandatorily redeemable noncontrolling interest. Upon removal of the redemption feature through a contractual amendment during 2014, the noncontrolling interest was reclassified from other long-term liabilities to stockholders’ equity in the consolidated balance sheet.	
 
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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Introduction
 
Papa John’s International, Inc. (referred to as the “Company,” “Papa John’s” or in the first person notations of “we,” “us” and “our”) began operations in 1984. At December 25, 2016, there were 5,097 Papa John’s restaurants in operation, consisting of 744 Company-owned and 4,353 franchised restaurants. Our revenues are derived from retail sales of pizza and other food and beverage products to the general public by Company-owned restaurants, franchise royalties, and sales of franchise and development rights. Additionally, approximately 42% to 46% of our North America revenues in each of the last three years were derived from sales to franchisees of various items including food and paper products, printing and promotional items, risk management services and information systems equipment, and software and related services. We also derive revenues from the operation of three international QC centers.  We believe that in addition to supporting both Company and franchised profitability and growth, these activities contribute to product quality and consistency throughout the Papa John’s system.
 
New unit openings in 2016 were 343 as compared to 357 in 2015 and 388 in 2014 and unit closings in 2016 were 139 as compared to 127 in 2015 and 153 in 2014. Our expansion strategy is to cluster restaurants in targeted markets, thereby increasing consumer awareness and enabling us to take advantage of operational, distribution and advertising efficiencies.
 
We continue to generate strong sales in our domestic Company-owned restaurants in a very competitive environment. Average annual Company-owned sales for our most recent domestic comparable restaurant base were $1.16 million for 2016, compared to $1.12 million for 2015 and $1.06 million for 2014. Average sales volumes in new markets are generally lower than in those markets in which we have established a significant market position. The comparable sales for domestic Company-owned restaurants increased 4.4% in 2016, 5.9% in 2015 and 8.2% in 2014. “Comparable sales” represents sales generated by restaurants open for the entire twelve-month period reported.
 
We are pleased with the ongoing growth in both our North America and international franchise restaurant sales. The comparable sales for North America franchised units increased 3.1% in 2016, 3.6% in 2015 and 6.2% in 2014.  The comparable sales for International franchised units increased 6.0% in 2016, 6.9% in 2015 and 7.4% in 2014.
 
We strive to obtain high-quality restaurant sites with good access and visibility, and to enhance the appearance and quality of our restaurants. We believe these factors improve our image and brand awareness. The average cash investment for the 12 domestic traditional Company-owned restaurants opened during 2016 was approximately $339,000, exclusive of land and any tenant improvement allowances we received, compared to the $319,000 investment for the 11 domestic traditional units opened in 2015. Over the past few years we have experienced an increase in the cost of our new restaurants primarily as a result of building larger units to accommodate increased sales, an increase in the cost of certain equipment as a result of technology enhancements, and increased costs to comply with local regulations.
 
Planned Sale of China Company-owned Operations
 
In September 2015, the Company decided to refranchise the China Company-owned market and is planning a sale of its existing China operations, consisting of 42 Company-owned restaurants and a commissary. We expect to sell the business during 2017; upon completion of the sale, the Company will not have any Company-owned international restaurants. We have classified the assets as held for sale within the consolidated balance sheet. Upon the classification of these assets to held for sale in 2015, no loss was recognized as their fair value exceeded their carrying value.
In the fourth quarter of 2016, due to the length of time the China operations had been on the market, we determined that the fair value no longer exceeded the carrying value of the associated assets. As a result of our impairment analysis, we recorded an impairment loss of $1.4 million for the period ended December 25, 2016.  This amount is included in refranchising and impairment gains/(losses), net in the consolidated statements of income.  This charge includes the write-off of all goodwill associated with the assets held for sale, an impairment loss for stores we expect to close in 2017, and a valuation allowance on the remaining assets held for sale.
 
The Company-owned China operations incurred losses before income taxes of $2.3 million in 2016, $1.2 million in 2015, and $3.4 million in 2014, which are recorded in our International segment. The loss in 2016 included the impairment
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charge of $1.4 million noted above.  The loss in 2014 includes an impairment charge of $1.0 million for eleven Company-owned restaurants in China.  We do not expect the sale of our China operations to have a significant impact on our financial results in 2017.
 
See “Note 7” of “Notes to Consolidated Financial Statements” for additional information.
 
Critical Accounting Policies and Estimates
 
The results of operations are based on our consolidated financial statements, which were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The preparation of consolidated financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the consolidated financial statements. The Company’s significant accounting policies are more fully described in “Note 2” of “Notes to Consolidated Financial Statements.” Significant changes in assumptions and/or conditions in our critical accounting policies could materially impact the operating results. We have identified the following accounting policies and related judgments as critical to understanding the results of our operations:
 
Allowance for Doubtful Accounts and Notes Receivable
 
We establish reserves for uncollectible accounts and notes receivable based on overall receivable aging levels and a specific evaluation of accounts and notes for franchisees and other customers with known financial difficulties. Balances are charged off against the allowance after recovery efforts have ceased.
 
Noncontrolling Interests
 
The Company has five joint ventures in which there are noncontrolling interests. Consolidated net income is required to be reported separately at amounts attributable to both the parent and the noncontrolling interest. Additionally, disclosures are required to clearly identify and distinguish between the interests of the parent company and the interests of the noncontrolling owners, including a disclosure on the face of the consolidated statements of income attributable to the noncontrolling interest holder.
 
The following summarizes the redemption feature, location and related accounting within the consolidated balance sheets for these joint venture arrangements:

Type of Joint Venture Arrangement	    	Location within the  Balance Sheets	    	Recorded Value	
 	 	 	 	 	
Joint venture with no redemption feature	 	Permanent equity	 	Carrying value	
Option to require the Company to purchase the noncontrolling interest - currently redeemable	 	Temporary equity	 	Redemption value*	
Option to require the Company to purchase the noncontrolling interest - not currently redeemable	 	Temporary equity	 	Carrying value	
 	 	 	 	 	
*The change in redemption value is recorded as an adjustment to “Redeemable noncontrolling interests” and “Retained earnings” in the consolidated balance sheets.
 
See “Note 6” of “Notes to Consolidated Financial Statements” for additional information.
 
Stock Based Compensation
 
Compensation expense for equity grants is estimated on the grant date, net of projected forfeitures and is recognized over the vesting period (generally in equal installments over three years). Restricted stock is valued based on the market price of the Company’s shares on the date of grant. Stock options are valued using a Black-Scholes option pricing model.
 
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Our specific assumptions for estimating the fair value of options include the following:

 	    	2016	    	2015	    	2014	 	
 	 	 	 	 	 	 	 	
Assumptions (weighted average):	 	 	 	 	 	 	 	
Risk-free interest rate	 	1.3	%  	1.6	%  	1.8	%	
Expected dividend yield	 	1.2	%  	0.9	%  	1.0	%	
Expected volatility	 	27.4	%  	28.5	%  	35.7	%	
Expected term (in years)	 	5.5	 	5.5	 	6.0	 	
 
The risk-free interest rate for the periods within the contractual life of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield was estimated as the annual dividend divided by the market price of the Company’s shares on the date of grant. Expected volatility was estimated by using the Company’s historical share price volatility for a period similar to the expected life of the option. See “Note 18” of “Notes to Consolidated Financial Statements” for additional information.
 
Intangible Assets — Goodwill
 
We evaluate goodwill annually in the fourth quarter or whenever we identify certain triggering events or circumstances that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Such tests are completed separately with respect to the goodwill of each of our reporting units, which includes our domestic Company-owned restaurants, China and the United Kingdom (“PJUK”) operations.  We may perform a qualitative assessment or move directly to the quantitative assessment for any reporting unit in any period if we believe that it is more efficient or if impairment indicators exist.
 
We elected to perform a qualitative assessment for our domestic Company-owned restaurants, China and PJUK reporting units in 2016. As a result of our qualitative analyses, we determined that it was more-likely-than-not that the fair values of our reporting units were greater than their carrying amounts.  This assessment excluded the goodwill allocated to assets held for sale in 2016 as it was separately evaluated.  Subsequent to completing our goodwill impairment tests, no indicators of impairment were identified.  See “Note 8” of “Notes to Consolidated Financial Statements” for additional information.
 
Insurance Reserves
 
Our insurance programs for workers’ compensation, owned and non-owned automobiles, general liability, property, and health insurance coverage provided to our employees are funded by the Company up to certain retention levels. Retention limits generally range from $100,000 to $1.0 million per occurrence.
 
Losses are accrued based upon undiscounted estimates of the aggregate retained liability for claims incurred using certain third-party actuarial projections and our claims loss experience. The estimated insurance claims losses could be significantly affected should the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves recorded by the Company. See “Note 12” of “Notes to Consolidated Financial Statements” for additional information.
 
Deferred Income Tax Accounts and Tax Reserves
 
Papa John’s is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining Papa John’s provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred.
 
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities, and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Deferred tax assets are also recognized for the estimated future effects of tax attribute carryforwards (e.g., net operating losses, capital losses, and foreign tax credits). The effect on deferred taxes of changes in tax rates is recognized in the period in which the new tax rate is enacted. Valuation allowances are established when necessary on a jurisdictional
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basis to reduce deferred tax assets to the amounts we expect to realize. As of December 25, 2016, we had a net deferred income tax liability of approximately $9.3 million.
 
Tax authorities periodically audit the Company. We record reserves and related interest and penalties for identified exposures as income tax expense. We evaluate these issues and adjust for events, such as statute of limitations expirations, court rulings or audit settlements, which may impact our ultimate payment for such exposures. We recognized a decrease in income tax expense of $729,000 in 2016, and increases in income tax expense of $731,000 in 2015 and $117,000 in 2014 associated with the finalization of certain income tax matters. See “Note 15” of “Notes to Consolidated Financial Statements” for additional information.
 
Fiscal Year
 
Our fiscal year ends on the last Sunday in December of each year. All fiscal years presented in the accompanying consolidated financial statements consist of 52 weeks.
 
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Items Impacting Comparability; Non-GAAP Measures
 
The following table reconciles our GAAP financial results to the adjusted (non-GAAP) financial results, excluding a refranchising gain, impairment loss and a legal settlement (“Special Items”). Refranchising gain includes a gain in 2016 from the sale of the 42 restaurant Phoenix Company–owned market to a franchisee.  Impairment loss includes a charge in 2016 related to our Company-owned stores in China that are for sale.  The legal settlement represents a charge in 2015 for a collective and class action litigation,  Perrin v. Papa John’s International, Inc. and Papa John’s USA, Inc .  The settlement amount was finalized and paid in 2016 and the expense was adjusted in 2016 accordingly. We present these non-GAAP measures because we believe the Special Items impact the comparability of our results of operations. For additional information about the refranchising gain and impairment charge, see “Note 7” of “Notes to Consolidated Financial Statements.” For additional information about the legal settlement, see “Note 17” of “Notes to Consolidated Financial Statements.”
 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended	 	
 	 	December 25,	 	December 27,	    	December 28,	 	
(In thousands, except per share amounts)	    	2016	    	2015	    	2014	 	
 	 	 	 	 	 	 	 	 	 	 	
GAAP Income before income taxes	 	$	158,809	 	$	119,147	 	$	114,255	 	
Refranchising gain	 	 	(11,572)	 	 	 —	 	 	 —	 	
Impairment loss on assets held for sale	 	 	1,350	 	 	 —	 	 	 —	 	
Legal settlement	 	 	(898)	 	 	12,278	 	 	 —	 	
Income before income taxes, as adjusted	 	$	147,689	 	$	131,425	 	$	114,255	 	
 	 	 	 	 	 	 	 	 	 	 	
GAAP Net income	 	$	102,820	 	$	75,682	 	$	73,315	 	
Refranchising gain	 	 	(7,308)	 	 	 —	 	 	 —	 	
Impairment loss on assets held for sale	 	 	853	 	 	 —	 	 	 —	 	
Legal settlement	 	 	(567)	 	 	7,986	 	 	—	 	
Net income, as adjusted	 	$	95,798	 	$	83,668	 	$	73,315	 	
 	 	 	 	 	 	 	 	 	 	 	
GAAP Diluted earnings per share	 	$	2.74	 	$	1.89	 	$	1.75	 	
Refranchising gain	 	 	(0.19)	 	 	 —	 	 	 —	 	
Impairment loss on assets held for sale	 	 	0.02	 	 	 —	 	 	 —	 	
Legal settlement	 	 	(0.02)	 	 	0.20	 	 	—	 	
Diluted earnings per share, as adjusted	 	$	2.55	 	$	2.09	 	$	1.75	 	
 
The non-GAAP results shown above and within this document, which exclude Special Items referenced in the preceding paragraph, should not be construed as a substitute for or a better indicator of the Company’s performance than the Company’s GAAP results. Management believes presenting certain financial information without the Special Items is important for purposes of comparison to prior year results. In addition, management uses this metric to evaluate the Company’s underlying operating performance, to analyze trends, and to determine compensation. See “Results of Operations” for further analysis regarding the impact of the Special Items.
 
In addition, we present free cash flow in this report, which is a non-GAAP measure. We define free cash flow as net cash provided by operating activities (from the consolidated statements of cash flows) less the purchases of property and equipment. We view free cash flow as an important measure because it is one factor that management uses in determining the amount of cash available for discretionary investment. 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. Free cash flow should not be construed as a substitute for or a better indicator of our performance than the Company’s GAAP measures. See “Liquidity and Capital Resources” for a reconciliation of free cash flow to the most directly comparable GAAP measure.
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The presentation of the non-GAAP measures in this report is made alongside the most directly comparable GAAP measures.
 
Percentage Relationships and Restaurant Data and Unit Progression
 
The following tables set forth the percentage relationship to total revenues, unless otherwise indicated, of certain income statement data, and certain restaurant data for the years indicated:

 	 	Year Ended(1)	 	
 	    	Dec. 25,	    	Dec. 27,	    	Dec. 28,	 	
 	 	2016	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	
Income Statement Data:	 	 	 	 	 	 	 	
Revenues:	 	 	 	 	 	 	 	
Domestic Company-owned restaurant sales	 	47.6	%  	46.2	%  	43.9	%	
North America franchise royalties and fees	 	6.0	 	5.9	 	5.7	 	
North America commissary and other sales	 	39.8	 	41.5	 	44.0	 	
International	 	6.6	 	6.4	 	6.4	 	
Total revenues	 	100.0	 	100.0	 	100.0	 	
Costs and expenses:	 	 	 	 	 	 	 	
Operating costs (excluding depreciation and amortization shown separately below):	 	 	 	 	 	 	 	
Domestic Company-owned restaurant operating expense (2)	 	79.9	 	79.9	 	81.5	 	
North America commissary and other operating expense (3)	 	92.6	 	92.5	 	93.2	 	
International operating expense (4)	 	63.2	 	60.7	 	62.2	 	
General and administrative expenses	 	9.6	 	10.0	 	9.2	 	
Depreciation and amortization	 	2.4	 	2.5	 	2.5	 	
Total costs and expenses	 	91.0	 	91.7	 	92.5	 	
Refranchising and impairment gains/(losses), net	 	0.6	 	 —	 	(0.1)	 	
Operating income	 	9.6	 	8.3	 	7.4	 	
Legal settlement	 	0.1	 	(0.7)	 	 —	 	
Net interest expense	 	(0.4)	 	(0.3)	 	(0.2)	 	
Income before income taxes	 	9.3	 	7.3	 	7.2	 	
Income tax expense	 	2.9	 	2.3	 	2.3	 	
Net income before attribution to noncontrolling interests	 	6.4	 	5.0	 	4.9	 	
Income attributable to noncontrolling interests	 	(0.4)	 	(0.4)	 	(0.3)	 	
Net income attributable to the Company	 	6.0	%  	4.6	%  	4.6	%	
 
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 	    	Year Ended (1)	 	
 	    	Dec. 25,	 	Dec. 27,	 	Dec. 28,	 	
 	 	2016	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	 	
Restaurant Data:	 	 	 	 	 	 	 	 	 	 	
Percentage increase in comparable domestic Company-owned restaurant sales (5)	 	 	4.4	%	 	5.9	%	 	8.2	%	
Number of domestic Company-owned restaurants included in the most recent full year’s comparable restaurant base	 	 	694	 	 	667	 	 	646	 	
Average sales for domestic Company-owned restaurants included in the most recent comparable restaurant base	 	$	1,156,000	 	$	1,116,000	 	$	1,064,000	 	
 	 	 	 	 	 	 	 	 	 	 	
Papa John’s Restaurant Progression:	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned:	 	 	 	 	 	 	 	 	 	 	
Beginning of period	 	 	707	 	 	686	 	 	665	 	
Opened	 	 	13	 	 	16	 	 	12	 	
Closed	 	 	(1)	 	 	(2)	 	 	(4)	 	
Acquired from franchisees	 	 	25	 	 	7	 	 	13	 	
Sold to franchisees	 	 	(42)	 	 	 —	 	 	 —	 	
End of period	 	 	702	 	 	707	 	 	686	 	
International Company-owned:	 	 	 	 	 	 	 	 	 	 	
Beginning of period	 	 	45	 	 	49	 	 	58	 	
Opened	 	 	 —	 	 	 —	 	 	2	 	
Closed	 	 	(3)	 	 	(4)	 	 	(7)	 	
Sold to franchisees	 	 	 —	 	 	 —	 	 	(4)	 	
End of period	 	 	42	 	 	45	 	 	49	 	
North America franchised:	 	 	 	 	 	 	 	 	 	 	
Beginning of period	 	 	2,681	 	 	2,654	 	 	2,621	 	
Opened	 	 	104	 	 	106	 	 	132	 	
Closed	 	 	(63)	 	 	(72)	 	 	(86)	 	
Acquired from Company	 	 	42	 	 	 —	 	 	 —	 	
Sold to Company	 	 	(25)	 	 	(7)	 	 	(13)	 	
End of period	 	 	2,739	 	 	2,681	 	 	2,654	 	
International franchised:	 	 	 	 	 	 	 	 	 	 	
Beginning of period	 	 	1,460	 	 	1,274	 	 	1,084	 	
Opened	 	 	226	 	 	235	 	 	242	 	
Closed	 	 	(72)	 	 	(49)	 	 	(56)	 	
Acquired from Company	 	 	 —	 	 	 —	 	 	4	 	
End of period	 	 	1,614	 	 	1,460	 	 	1,274	 	
Total restaurants - end of period	 	 	5,097	 	 	4,893	 	 	4,663	 	

 	(1)	 	We operate on a fiscal year ending on the last Sunday of December of each year.	

 	(2)	 	As a percentage of domestic Company-owned restaurant sales.	

 	(3)	 	As a percentage of North America commissary and other sales.	

 	(4)	 	As a percentage of international sales.	

 	(5)	 	Represents the change in year-over-year sales for Company-owned restaurants open throughout the periods being compared.	
 
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Results of Operations
 
Income Statement Presentation
 
We have streamlined our income statement presentation by combining certain income statement captions in the consolidated statements of income and have conformed prior year amounts to this new presentation.
 
2016 Compared to 2015
 
Discussion of Revenues.  Consolidated revenues increased $76.2 million, or 4.7%, to $1.71 billion in 2016, compared to $1.64 billion in 2015.  Revenues are summarized in the following table (dollars in thousands).

 	 	Year Ended	 	Increase	 	Increase	 	
 	    	Dec. 25,	    	Dec. 27,	    	(Decrease)	    	(Decrease)	 	
 	 	2016	 	2015	 	$	 	%  	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurant sales	 	$	815,931	 	$	756,307	 	$	59,624	 	7.9	%	
North America franchise royalties and fees	 	 	102,980	 	 	96,056	 	 	6,924	 	7.2	%	
North America commissary and other sales	 	 	681,606	 	 	680,321	 	 	1,285	 	0.2	%	
International	 	 	113,103	 	 	104,691	 	 	8,412	 	8.0	%	
Total Revenues	 	$	1,713,620	 	$	1,637,375	 	$	76,245	 	4.7	%	
 
Domestic Company-owned restaurant sales increased $59.6 million, or 7.9% in 2016, primarily due to an increase of 4.4% in comparable sales and a 4.4% increase in equivalent units. “Comparable sales” represents the change in year-over-year sales for the same base of restaurants for the same fiscal periods.  “Equivalent units” represents the number of restaurants open at the beginning of a given period, adjusted for restaurants opened, closed, acquired or sold during the period on a weighted average basis. 
 
North America franchise royalties and fees increased $6.9 million, or 7.2%, primarily due to an increase in comparable sales of 3.1%, as well as reduced levels of royalty incentives in 2016. North America franchise restaurant sales increased 3.4% to $2.2 billion primarily due to the increase in comparable sales noted above.  Franchise restaurant sales are not included in Company revenues; however, our North America royalty revenue is derived from these sales.
 
North America commissary and other sales increased $1.3 million, or 0.2% in 2016 primarily due to an increase in commissary sales associated with higher sales volumes that were partially offset by lower commodity costs.  This increase was significantly offset by the prior year’s inclusion of $9.8 million of point-of-sale system (“FOCUS”) equipment sales to franchises which had no significant margin and thus no significant impact on 2015 operating results. 
 
International revenues increased approximately $8.4 million, or 8.0% in 2016.  This increase was net of the negative impact of foreign currency exchange rates of approximately $12.2 million.   The increase was primarily due to the following:
 
 	·	 	The 2016 results include sublease rental revenue in the United Kingdom of approximately $7.3 million, which was shown net of the rental expenses in the corresponding periods of the prior year.	

 	·	 	Royalties and commissary revenues were higher due to an increase in the number of restaurants and an increase in comparable sales of 6.0% in 2016, calculated on a constant dollar basis.  International franchise restaurant sales increased 9.5% to $648.9 million in 2016. International franchise restaurant sales are not included in Company revenues; however, our international royalty revenue is derived from these sales.	

 	·	 	These increases were somewhat offset by lower China Company-owned restaurant revenues of $4.9 million, primarily due to negative comparable sales and fewer restaurants in 2016.	
 
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Costs and expenses.  The operating margin for domestic Company-owned restaurants was 20.2% in 2016 and 20.1% in 2015, and consisted of the following (dollars in thousands):

 	Year Ended	
 	December 25, 2016	 	December 27, 2015	
 	 	 	 	 	 	 	 	 	 	
Restaurant sales	$	815,931	 	 	 	$	756,307	 	 	
 	 	 	 	 	 	 	 	 	 	
Cost of sales	 	186,226	 	22.8%	 	 	178,952	 	23.7%	
Other operating expenses	 	465,310	 	57.0%	 	 	425,254	 	56.2%	
Total expenses	$	651,536	 	79.8%	 	$	604,206	 	79.9%	
 	 	 	 	 	 	 	 	 	 	
Margin	$	164,395	 	20.2%	 	$	152,101	 	20.1%	

Domestic Company-owned restaurants cost of sales were approximately 0.9% lower as a percentage of sales in 2016, primarily due to lower commodity costs, including meats, dough, and cheese.  Domestic restaurants other operating expenses were approximately 0.8% higher in 2016 as a percentage of sales primarily due to increased labor costs and higher non-owned automobile claim costs driven by significant adverse automobile claims experience.
 
The North America commissary and other operating margin was 7.4% in 2016 compared to 7.5% in 2015, and consisted of the following (dollars in thousands):

 	 	Year Ended	
 	 	December 25, 2016	 	 	December 27, 2015	
 	 	Revenues	 	Expenses	 	 	Margin $	 	Margin %	 	 	Revenues	 	Expenses	 	 	Margin $	 	Margin %	
North America commissary 	$	623,883	$	579,834	 	$	44,049	 	7.1%	 	$	615,610	$	568,527	 	$	47,083	 	7.6%	
All others	 	57,723	 	51,641	 	 	6,082	 	10.5%	 	 	64,711	 	60,896	 	 	3,815	 	5.9%	
North America commissary and other	$	681,606	$	631,475	 	$	50,131	 	7.4%	 	$	680,321	$	629,423	 	$	50,898	 	7.5%	
 
The North America commissary margin was 0.5% lower in 2016, primarily due to the reclassification of certain expenses from general and administrative to operating expenses in 2016, which had no impact on commissary income before income taxes. The “All others” margin was 4.6% higher primarily due to improved operating results at our print and promotion subsidiary and significant prior year FOCUS equipment sales to franchisees, which had high operating expenses and a minimal margin.
 
The international operating margin was 36.8% in 2016 compared to 39.3% in 2015 and consisted of the following (dollars in thousands):

 	 	Year Ended	
 	 	December 25, 2016	 	 	December 27, 2015	
 	 	Revenues	 	Expenses	 	 	Margin $ (a)	 	Margin %	 	 	Revenues	 	Expenses	 	 	Margin $ (a)	 	Margin %	
Franchise royalties and fees	$	30,040	$	 -	 	$	30,040	 	 	 	$	27,289	$	 -	 	$	27,289	 	 	
Restaurant, commissary and other	 	83,063	 	71,509	 	 	11,554	 	13.9%	 	 	77,402	 	63,506	 	 	13,896	 	18.0%	
Total international	$	113,103	$	71,509	 	$	41,594	 	36.8%	 	$	104,691	$	63,506	 	$	41,185	 	39.3%	

 	(a)	 	The negative impact of foreign currency exchange rates on income before income taxes was approximately $2.3 million in 2016 compared to $2.8 million in 2015.	
 
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The lower margin was primarily due to a decrease in restaurant, commissary and other margins of 4.1% in 2016.  This was primarily due to the gross presentation of certain sublease rental income and expenses related to our lease arrangements in the United Kingdom. These amounts were shown net in the prior year; the change in presentation had no impact on income before income taxes. In addition, we recorded a non-recurring charge of approximately $800,000 in 2016 to record these lease arrangements on a straight line basis. This lower margin was partially offset by the benefit of higher royalties and fees. 
 
General and administrative (G&A) expenses were consistent with $163.8 million, or 9.6% of revenues for 2016, compared to $163.6 million, or 10.0% for 2015.
 
Depreciation and amortization was $41.0 million, or 2.4% of revenues in 2016, as compared to $40.3 million, or 2.5% of revenues for 2015.
 
Refranchising and impairment gains/(losses),net. The refranchising and impairment gains/(losses), net includes a gain of $11.6 million from the refranchising of our 42 restaurant Company-owned Phoenix market and an impairment charge of $1.4 million related to our Company-owned stores in China that are currently for sale.  See “Note 7” of “Notes to Consolidated Financial Statements” for additional information.
 
Legal settlement. The legal settlement represents an expense of $12.3 million in 2015 for a collective and class action,  Perrin v. Papa John’s International, Inc. and Papa John’s USA, Inc.,  including approximately 19,000 drivers, which alleged delivery drivers were not reimbursed in accordance with the Fair Labor Standards Act.  The settlement amount was finalized and paid in 2016 and the expense was adjusted accordingly.  See “Note 17” of “Notes to Consolidated Financial Statements” for additional information.
 
Net interest expense. Net interest expense increased approximately $1.7 million primarily due to higher average outstanding debt balances.
 
Income tax expense.  The effective income tax rate was 31.3% in 2016 compared to 31.2% in 2015.  The 2016 rate includes increased benefits from foreign tax credits and the 2015 rate includes higher benefits from various tax deductions and credits including the U.S. federal manufacturing deduction.  See “Note 15” of “Notes to Consolidated Financial Statements” for additional information.
 
Diluted earnings per share. Diluted earnings per share (“EPS”) were $2.74 for 2016 compared to $1.89 in 2015. EPS for 2016 was positively impacted $0.19 for Special Items that included refranchising and impairment gains/(losses) and the finalization and payment of the 2015 legal settlement. EPS for 2015 was negatively impacted by $0.20 due to the 2015 legal settlement.  Excluding Special Items as noted in the “Items Impacting Comparability – Non-GAAP Measures” table, 2016 EPS was $2.55 compared to $2.09 in 2015, or a 22.0% increase.
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Discussion of Operating Results by Segment
 
The table below summarizes income before income taxes on a reporting segment basis for the full years ended December 25, 2016 and December 27, 2015, and reconciles our GAAP financial results to the non-GAAP adjusted financial results, excluding Special Items. See “Items Impacting Comparability- Non-GAAP Measures” table for more details.

 	 	Year Ended	 	
 	 	As Reported	 	 	 	 	 	Adjusted	 	As Reported	 	 	 	 	 	Adjusted	 	 	 	 	
 	    	Dec. 25,	 	Special	 	 	Dec. 25,	 	Dec. 27,	 	Special	 	 	Dec. 27,	    	Increase	 	
(In thousands)	 	2016	 	Items	 	 	2016	 	2015	 	Items	 	 	2015	 	(Decrease)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurants	 	$	75,136	 	$	(11,572)	 	$	63,564	 	$	56,452	 	$	 —	 	$	56,452	 	$	7,112	 	
North America commissaries	 	 	46,325	 	 	 —	 	 	46,325	 	 	44,721	 	 	 —	 	 	44,721	 	 	1,604	 	
North America franchising	 	 	91,669	 	 	 —	 	 	91,669	 	 	83,315	 	 	 —	 	 	83,315	 	 	8,354	 	
International	 	 	11,408	 	 	1,350	 	 	12,758	 	 	10,891	 	 	 —	 	 	10,891	 	 	1,867	 	
All others	 	 	1,467	 	 	 —	 	 	1,467	 	 	845	 	 	 —	 	 	845	 	 	622	 	
Unallocated corporate expenses	 	 	(64,791)	 	 	(898)	 	 	(65,689)	 	 	(75,896)	 	 	12,278	 	 	(63,618)	 	 	(2,071)	 	
Elimination of intersegment profits	 	 	(2,405)	 	 	 —	 	 	(2,405)	 	 	(1,181)	 	 	 —	 	 	(1,181)	 	 	(1,224)	 	
Total income before income taxes (a)	 	$	158,809	 	$	(11,120)	 	$	147,689	 	$	119,147	 	$	12,278	 	$	131,425	 	$	16,264	 	
 
Our 2016 income before income taxes increased $39.7 million, or $33.3%.  Excluding the impact of Special Items in both 2016 and 2015, adjusted income before income taxes increased $16.3 million, or 12.4%.  Changes in adjusted income before income taxes for 2016 in comparison to 2015 are summarized on a segment basis as follows:
 
 	·	 	Domestic Company-owned Restaurants Segment. Domestic Company-owned restaurants income before income taxes increased approximately $7.1 million primarily due to a 4.4% increase in comparable sales, a 4.4% increase in equivalent units and lower commodity costs.  The market price for cheese averaged $1.57 per pound in 2016, compared to $1.61 per pound in the prior year.  These increases were partially offset by higher non-owned automobile claim costs and increased labor costs. 	

 	·	 	North America Commissaries Segment. North America commissaries income before income taxes increased approximately $1.6 million primarily due to higher sales volumes.	

 	·	 	North America Franchising Segment. North America franchising income before income taxes increased approximately $8.4 million primarily due to higher royalties attributable to the 3.1% increase in comparable sales and lower sales and development incentives.	

 	·	 	International Segment. International income before income taxes increased approximately $1.9 million primarily due to higher royalties from an increase in units and an increase in comparable sales of 6.0%. This increase was significantly offset by the negative impact from foreign currency exchange rates of approximately $2.3 million and a non-recurring charge of $800,000 to record our United Kingdom lease arrangements on a straight-line basis.	

 	·	 	All Others Segment. The “All others” segment, increased approximately $600,000 due to improved operating results for our online and mobile ordering business, with higher digital sales as well as improved operating results for our wholly-owned print and promotions subsidiary, Preferred Marketing Solutions.  These increases were partially offset by the cost of an additional discounted direct mail campaign that was offered to our domestic franchise restaurants in 2016.	

 	·	 	Unallocated Corporate Expenses. Unallocated corporate expenses increased approximately $2.1 million primarily due to higher salaries and benefits, higher interest costs due to an increase in outstanding debt and increases in management incentive costs from higher annual operating results.  These increases were partially offset by a decrease in medical claims costs.	

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2015 Compared to 2014
 
Discussion of Revenues.  Consolidated revenues increased $39.2 million, or 2.5%, to $1.64 billion in 2015, compared to $1.60 billion in 2014.  Revenues are summarized in the following table.

 	 	Year Ended	 	Increase	 	Increase	 	 	
 	    	Dec. 27,	    	Dec. 28,	    	(decrease)	 	(decrease)	 	 	
(In thousands)	 	2015	 	2014	 	$	    	%  	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurant sales	 	$	756,307	 	$	701,854	 	$	54,453	 	7.8	%	 	
North America franchise royalties and fees	 	 	96,056	 	 	90,169	 	 	5,887	 	6.5	%	 	
North America commissary and other sales	 	 	680,321	 	 	703,671	 	 	(23,350)	 	(3.3)	%	 	
International	 	 	104,691	 	 	102,455	 	 	2,236	 	2.2	%	 	
Total Revenues	 	$	1,637,375	 	$	1,598,149	 	$	39,226	 	2.5	%	 	
 
Domestic Company-owned restaurant sales increased $54.5 million, or 7.8%, primarily due to an increase of 5.9% in comparable sales and a 2.7% increase in equivalent units.
 
North America franchise royalties and fees increased $5.9 million, or 6.5%, primarily due to an increase in comparable sales of 3.6%, an increase of 1.0% in equivalent units and lower royalty incentives. North America franchise restaurant sales increased 4.2% to $2.13 billion primarily due to the increase in comparable sales noted above.  Franchise restaurant sales are not included in Company revenues; however, our North America royalty revenue is derived from these sales.
 
North America commissary and other sales decreased $23.4 million, or 3.3%, primarily due to lower commissary revenues associated with lower cheese prices, partially offset by increases in restaurant sales volume. Pricing for cheese is based on a fixed dollar markup; when cheese prices decrease, revenues decrease with no overall impact on the related dollar margin. In addition, other sales decreased approximately $9.5 million due to lower FOCUS equipment sales, as anticipated.  The higher levels of FOCUS equipment sales in 2014 had no significant impact on operating results.
 
International revenues increased approximately $2.2 million, or 2.2%.  This increase was net of the negative impact of foreign currency exchange rate of approximately $7.5 million.  The increase of $2.2 million was primarily due to the following:
 
 	·	 	Royalties were higher due to an increase in the number of restaurants and an increase in comparable sales of 6.9% in 2015, calculated on a constant dollar basis. Commissary revenues were higher due to an increase in the number of restaurants and an increase in comparable sales.  International franchise restaurant sales increased 7.2% to $592.7 million in 2015.  The increase is primarily due to the increase in the number of restaurants and comparable sales as noted above. International franchise restaurant sales are not included in Company revenues; however, our international royalty revenue is derived from these sales.	

 	·	 	These increases were somewhat offset by lower sales at China Company-owned restaurants due to the disposition of eleven restaurants in 2014 and negative comparable sales.	
 
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Costs and expenses.  The operating margin for domestic Company-owned restaurants was 20.1% in 2015, compared to 18.5% in 2014, and consisted of the following (dollars in thousands):

 	Year Ended	
 	December 27, 2015	 	December 28, 2014	
 	 	 	 	 	 	 	 	 	 	
Restaurant sales	$	756,307	 	 	 	$	701,854	 	 	
 	 	 	 	 	 	 	 	 	 	
Cost of sales	 	178,952	 	23.7%	 	 	175,733	 	25.0%	
Other operating expenses	 	425,254	 	56.2%	 	 	396,325	 	56.5%	
Total expenses	$	604,206	 	79.9%	 	$	572,058	 	81.5%	
 	 	 	 	 	 	 	 	 	 	
Margin	$	152,101	 	20.1%	 	$	129,796	 	18.5%	

Domestic Company-owned restaurants cost of sales were approximately 1.3% lower as a percentage of revenues in 2015 primarily due to lower commodity costs, primarily cheese.  Domestic restaurants other operating expenses were approximately 0.3% lower primarily due to the benefit of higher sales and lower mileage reimbursement due to lower gas prices. This was partially offset by higher salaries and benefits due to an increase in performance-based bonuses paid to general managers and minimum wage increases.
 
The North America commissary and other margin was 7.5% in 2015 compared to 6.8% in 2014, and consisted of the following (dollars in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Year Ended	
 	 	December 27, 2015	 	 	December 28, 2014	
 	 	Revenues	 	Expenses	 	 	Margin $	 	Margin %	 	 	Revenues	 	Expenses	 	 	Margin $	 	Margin %	
North America commissary 	$	615,610	$	568,527	 	$	47,083	 	7.6%	 	$	629,492	$	584,921	 	$	44,571	 	7.1%	
All others	 	64,711	 	60,896	 	 	3,815	 	5.9%	 	 	74,179	 	71,068	 	 	3,111	 	4.2%	
North America commissary and other	$	680,321	$	629,423	 	$	50,898	 	7.5%	 	$	703,671	$	655,989	 	$	47,682	 	6.8%	
 
North America commissary margin was 0.5% higher in 2015 as compared to 2014, primarily due to lower cheese costs, which have a fixed-dollar markup.  As cheese prices are lower, food cost as a percentage of sales is lower. This was partially offset by an increase in operating expenses primarily due to incremental automobile insurance claims costs of $1.5 million and higher labor, including in house distribution.  Additionally, commissary revenues were lower due to lower cheese prices, which increase overall commissary operating expenses as a percentage of sales.  The “All others” margin was 1.7% higher in 2015 compared to 2014.  This increase was primarily due to the decreasing number of franchise FOCUS system sales in 2015. Focus sales had very high operating expenses and a minimal margin.
 
The international operating margins were 39.3% in 2015 and 37.8% in 2014.  The higher margins were primarily due to the benefit of higher commissary sales volumes. The international operating margins consisted of the following (dollars in thousands):  

 	 	Year Ended	
 	 	December 27, 2015	 	 	December 28, 2014	
 	 	Revenues	 	Expenses	 	 	Margin $	 	Margin %	 	 	Revenues	 	Expenses	 	 	Margin $	 	Margin %	
Franchise royalties and fees	$	27,289	$	 -	 	$	27,289	 	 	 	$	25,730	$	 -	 	$	25,730	 	 	
Restaurant, commissary and other	 	77,402	 	63,506	 	 	13,896	 	18.0%	 	 	76,725	 	63,718	 	 	13,007	 	17.0%	
Total international	$	104,691	$	63,506	 	$	41,185	 	39.3%	 	$	102,455	$	63,718	 	$	38,737	 	37.8%	
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General and administrative (“G&A”) expenses were $163.6 million, or 10.0% of revenues for 2015, as compared to $147.8 million, or 9.2% of revenues for 2014. The increase of $15.8 million was primarily due to the following:
 
 	·	 	Corporate G&A costs increased primarily due to increases in salaries and benefits, including an increase in medical claims costs, and management incentive compensation costs due to higher annual operating results.  This increase was partially offset by lower provisions for uncollectible accounts and notes receivable.	

 	·	 	Domestic Company-owned restaurant supervisor bonuses increased due to higher sales and higher operating profits.	

 	·	 	International G&A costs increased primarily due to incremental advertising spending and other international support costs.	
 
Depreciation and amortization was $40.3 million, or 2.5% of revenues for 2015, as compared to $40.0 million, or 2.5% of revenues for 2014.
 
Refranchising and impairment gains/(losses), net. The refranchising and impairment gains/(losses) include an impairment charge of $1.0 million in 2014 related to 11 Company-owned restaurants in China.
 
Legal settlement. The 2015 legal settlement represents a pre-tax expense of $12.3 million for a collective and class action,  Perrin v. Papa John’s International, Inc. and Papa John’s USA, Inc.,  including approximately 19,000 drivers, which alleged delivery drivers were not reimbursed in accordance with the Fair Labor Standards Act.  See “Note 17” of “Notes to Consolidated Financial Statements” for additional information.
 
Net interest expense. Net interest expense increased approximately $1.5 million primarily due to a higher average outstanding debt balance and a higher effective interest rate.
 
Income tax expense.  Our effective income tax rate was 31.2% in 2015 compared to 32.0% in 2014. The 2015 rate includes increased benefits from various tax deductions and credits including the U.S. federal manufacturing deduction. See “Note 15” of “Notes to Consolidated Financial Statements” for additional information.
 
Diluted earnings per share.  Diluted earnings per share were $1.89 in 2015 compared to $1.75 in 2014, or an increase of $0.14, or 8.0%.  Diluted earnings per share were $2.09 in 2015 excluding the $0.20 legal settlement, an increase of $0.34, or 19.4% versus 2014.

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Discussion of Operating Results by Segment
 
Our income before income taxes totaled $119.1 million in 2015, as compared to $114.3 million in 2014, an increase of approximately $4.9 million. Excluding the previously discussed legal settlement, income before income taxes was $131.4 million in 2015, or an increase of 15.0%. Income before income taxes is summarized in the following table on a reporting segment basis. Alongside the GAAP income before income taxes data, we have included “adjusted” income before income taxes for 2015 to exclude the legal settlement. We believe this non-GAAP measure is important for purposes of comparing to prior year results.

 	 	Year Ended	
 	 	As Reported	 	 	 	Adjusted	 	 	 	 	 	
 	    	Dec. 25,	 	Legal	 	Dec. 25,	 	Dec. 27,	    	Increase	
(In thousands)	 	2015	 	Settlement	 	2015	 	2014	 	(Decrease)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurants	 	$	56,452	 	$	 —	 	$	56,452	 	$	40,969	 	$	15,483	
North America commissaries	 	 	44,721	 	 	 —	 	 	44,721	 	 	39,317	 	 	5,404	
North America franchising	 	 	83,315	 	 	 —	 	 	83,315	 	 	77,009	 	 	6,306	
International	 	 	10,891	 	 	 —	 	 	10,891	 	 	7,250	 	 	3,641	
All others	 	 	845	 	 	 —	 	 	845	 	 	(9)	 	 	854	
Unallocated corporate expenses	 	 	(75,896)	 	 	12,278	 	 	(63,618)	 	 	(49,440)	 	 	(14,178)	
Elimination of intersegment profits	 	 	(1,181)	 	 	 -	 	 	(1,181)	 	 	(841)	 	 	(340)	
Total income before income taxes (a)	 	$	119,147	 	$	12,278	 	$	131,425	 	$	114,255	 	$	17,170	

 
Changes in income before income taxes for 2015 in comparison to 2014 are summarized on a segment basis as follows:
 
 	·	 	Domestic Company-owned Restaurants Segment. Domestic Company-owned restaurants income before income taxes increased $15.5 million primarily due to higher profits from the 5.9% increase in comparable sales and lower commodity costs. These increases were partially offset by higher depreciation expense of $1.1 million associated with FOCUS equipment. The market price for cheese averaged $1.61 per pound in 2015, compared to $2.12 per pound in the prior year.	

 	·	 	North America Commissaries Segment. North America commissaries’ income before income taxes increased $5.4 million primarily due to incremental profits from higher restaurant volumes and a higher margin, partially offset by incremental insurance expense from higher automobile claims costs of approximately $1.5 million.	

 	·	 	North America Franchising Segment. North America franchising income before income taxes increased $6.3 million primarily due to higher royalties from increases of 3.6% and 1.0% in comparable sales and equivalent units, respectively, and lower royalty incentives.	

 	·	 	International Segment. International income before income taxes increased approximately $3.6 million primarily due to an increase in units and comparable sales of 6.9%, which resulted in both higher royalties and an increase of approximately $2.4 million in United Kingdom results. Additionally, our Company-owned China results improved approximately $2.2 million (losses of approximately $1.2 million in 2015 and $3.4 million in 2014). The improvement in China Company-owned results was primarily due to lower non-operating costs of $1.5 million for impairment, disposition and depreciation. The international segment improvement was partially offset by the negative impact of foreign currency exchange rates of approximately $2.8 million.	

 	·	 	All Others Segment. The “All others” reporting segment, which primarily includes our online and mobile ordering business and our wholly-owned print and promotions subsidiary, Preferred Marketing Solutions, increased approximately $900,000 primarily due to lower infrastructure costs to support our digital ordering business.	

 	·	 	Unallocated Corporate Expenses. Unallocated corporate expenses increased approximately $14.2 million, excluding the legal settlement, primarily due to higher salaries and benefits, including an increase in medical claims costs, as well as increased interest costs associated with higher levels of debt and a higher effective interest rate. In addition, management incentive compensation costs increased in 2015 due to higher annual operating results.	
 
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Liquidity and Capital Resources
 
Debt
 
Our debt is comprised entirely of an unsecured revolving line of credit (“Credit Facility”) with outstanding balances of $300.6 million as of December 25, 2016 and $256.0 million as of December 27, 2015. On June 8, 2016, we exercised our option to increase the amount available under our Credit Facility to $500 million from the previous $400 million availability.  The increase in the outstanding debt balance in 2016 was primarily due to borrowings to fund share repurchases and pay dividends.
 
The interest rate charged on outstanding balances is LIBOR plus 75 to 175 basis points. The commitment fee on the unused balance ranges from 15 to 25 basis points. The increment over LIBOR and the commitment fee are determined quarterly based upon the ratio of total indebtedness to earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined by the Credit Facility. The remaining availability under the Credit Facility, reduced for outstanding letters of credit, was approximately $172.6 million as of December 25, 2016.
 
We use interest rate swaps to hedge against the effects of potential interest rate increases on borrowings under our Credit Facility. As of December 25, 2016, we have the following interest rate swap agreements, including three forward starting swaps for $125 million that become effective in 2018 upon expiration of the two existing swaps for $125 million:

Effective Dates	    	Floating Rate Debt 	    	Fixed Rates	 	
July 30, 2013 through April 30, 2018	 	$	75 million	 	1.42	%	
December 30, 2014 through April 30, 2018	 	$	50 million	 	1.36	%	
April 30, 2018 through April 30, 2023	 	$	55 million	 	2.33	%	
April 30, 2018 through April 30, 2023	 	$	35 million	 	2.36	%	
April 30, 2018 through April 30, 2023	 	$	35 million	 	2.34	%	
 
Our Credit Facility contains affirmative and negative covenants, including the following financial covenants:

 	    	 	    	Actual Ratio for the	 	
 	 	 	 	Year Ended	 	
 	 	Permitted Ratio	 	December 25, 2016	 	
Leverage Ratio	 	Not to exceed 3.0 to 1.0	 	1.5 to 1.0	 	
 	 	 	 	 	 	
Interest Coverage Ratio	 	Not less than 3.5 to 1.0	 	4.8 to 1.0	 	
 
Our leverage ratio is defined as outstanding debt divided by consolidated EBITDA for the most recent four fiscal quarters. Our interest coverage ratio is defined as the sum of consolidated EBITDA and consolidated rental expense for the most recent four fiscal quarters divided by the sum of consolidated interest expense and consolidated rental expense for the most recent four fiscal quarters. We were in compliance with all covenants as of December 25, 2016.
 
Cash Flows
 
Cash flow provided by operating activities was $144.1 million for 2016 as compared to $160.3 million in 2015. The decrease of approximately $16.3 million was primarily due to the payment of $11.6 million for the previously mentioned legal settlement and other unfavorable changes in working capital items, partially offset by higher net income.

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The Company’s free cash flow for the last three years was as follows (in thousands):

 	 	Year Ended	 	
 	 	Dec. 25,	    	Dec. 27,	    	Dec. 28,	 	
 	 	2016	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by operating activities	 	$	144,057	 	$	160,312	 	$	122,632	 	
Purchases of property and equipment	 	 	(55,554)	 	 	(38,972)	 	 	(48,655)	 	
Free cash flow (a)	 	$	88,503	 	$	121,340	 	$	73,977	 	

 	(a)	 	Free cash flow, a non-GAAP measure, is defined as net cash provided by operating activities (from the consolidated statements of cash flows) less the purchases of property and equipment. We view free cash flow as an important measure because it is one factor that management uses in determining the amount of cash available for discretionary investment. 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. Free cash flow should not be construed as a substitute for or a better indicator of our performance than the Company’s GAAP measures.	
 
Cash flow used in investing activities was $46.3 million in 2016 as compared to $39.0 million for the same period in 2015, or an increase of $7.3 million. The increase in cash flow used in investing activities was primarily due to construction costs for our new North America commissary in Georgia, which will open in 2017, and initiatives within our online and mobile ordering business. 
 
We require capital for share repurchases and the payment of cash dividends. The following is a summary of our common share repurchases for the last three years (in thousands, except average price per share):

 	    	Number of	    	Dollar	    	Average	 	
Fiscal 	 	Shares	 	Amount	 	Price Per	 	
Year	 	Repurchased	 	Repurchased	 	Share	 	
2014	 	2,562	 	$	117,400	 	$	45.82	 	
2015	 	1,845	 	$	119,793	 	$	64.93	 	
2016	 	2,145	 	$	122,381	 	$	57.03	 	
 
Subsequent to December 25, 2016, we acquired an additional 86,801 shares at an aggregate cost of $7.4 million. Approximately $129.9 million remained available under the Company’s share repurchase program as of February 14, 2017.
 
We paid cash dividends of $27.9 million in 2016 ($0.75 per share), $24.8 million in 2015 ($0.63 per share) and $21.7 million in 2014 ($0.53 per share). Additionally, on January 26, 2017, our Board of Directors declared a first quarter 2017 cash dividend of $0.20 per share, or approximately $7.4 million. The dividend was paid on February 17, 2017 to shareholders of record as of the close of business on February 6, 2017. The declaration and payment of any future dividends will be at the discretion of the Board of Directors, subject to the Company’s financial results, cash requirements, and other factors deemed relevant by the Board of Directors.
 
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Contractual Obligations
 
Contractual obligations and payments as of December 25, 2016 due by year are as follows (in thousands):

 	 	Payments Due by Period	 	
 	    	Less than	    	 	 	    	 	 	    	After 5	    	 	 	 	
 	 	1 Year	 	1-3 Years	 	3-5 Years	 	Years	 	Total	 	
Contractual Obligations:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revolving credit facility (1)	 	$	 —	 	$	300,575	 	$	 —	 	$	 —	 	$	300,575	 	
Interest payments (2)	 	 	6,829	 	 	15,635	 	 	16,031	 	 	10,687	 	 	49,182	 	
Total debt	 	 	6,829	 	 	316,210	 	 	16,031	 	 	10,687	 	 	349,757	 	
Operating leases (3)	 	 	40,978	 	 	67,550	 	 	38,921	 	 	54,413	 	 	201,862	 	
Total contractual obligations	 	$	47,807	 	$	383,760	 	$	54,952	 	$	65,100	 	$	551,619	 	

 	(1)	 	We utilize interest rate swaps to hedge against $125 million of our variable rate debt. At December 25, 2016, we had an interest rate swap liability recorded in other current and other long-term liabilities in the consolidated balance sheet.	

 	(2)	 	Interest payments assume an outstanding debt balance of $300.6 million. Interest payments are calculated based on LIBOR plus the applicable margin in effect at December 25, 2016, and considers the interest rate swap agreements in effect. The actual interest rates on our variable rate debt and the amount of our indebtedness could vary from those used to compute the above interest payments. See “Note 9” of “Notes to Consolidated Financial Statements” for additional information concerning our debt and credit arrangements.	

 	(3)	 	See “Note 17” of “Notes to Consolidated Financial Statements” for additional information.	
 
The above table does not include the following:
 
 	·	 	Unrecognized tax benefits of $4.8 million since we are not able to make reasonable estimates of the period of cash settlement with respect to the taxing authority.	

 	·	 	Redeemable noncontrolling interests of $8.5 million as we are not able to predict the timing of the redemptions.	
 
Off-Balance Sheet Arrangements
 
The off-balance sheet arrangements that are reasonably likely to have a current or future effect on the Company’s financial condition are operating leases of Company-owned restaurant sites, QC Centers, office space and transportation equipment.  We also guarantee leases for certain Papa John’s North America franchisees who have purchased restaurants that were previously Company-owned.  We are contingently liable on these leases. These leases have varying terms, the latest of which expires in 2022. As of December 25, 2016, the estimated maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was approximately $4.1 million.
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We have certain other commercial commitments where payment is contingent upon the occurrence of certain events. Such commitments include the following by year (in thousands):

 	 	Amount of Commitment Expiration Per Period	 	
 	    	Less than	    	1-3	    	3-5	    	After	    	    	 	 	
 	 	1 Year	 	Years	 	Years	 	5 Years	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other Commercial Commitments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Standby letters of credit	 	$	26,855	 	$	 —	 	$	 —	 	$	 —	 	$	26,855	 	
 
We are party to standby letters of credit with off-balance sheet risk associated with our insurance programs. See “Notes 9, 12 and 17” of “Notes to Consolidated Financial Statements” for additional information related to contractual and other commitments.
 
Forward-Looking Statements
 
Certain matters discussed in this report, including information within Management’s Discussion and Analysis of Financial Condition and Results of Operations, constitute forward-looking statements within the meaning of the federal securities laws. Generally, the use of words such as “expect,” “intend”, “estimate,” “believe,” “anticipate,” “will,” “forecast,” “plan,” “project,” or similar words identify forward-looking statements that we intend to be included within the safe harbor protections provided by the federal securities laws. Such forward-looking statements may relate to projections or guidance concerning business performance, revenue, earnings, contingent liabilities, resolution of litigation, commodity costs, profit margins, unit growth, unit level performance, capital expenditures, and other financial and operational measures. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. The risks, uncertainties and assumptions that are involved in our forward-looking statements include, but are not limited to:
 
 	·	 	aggressive changes in pricing or other marketing or promotional strategies by competitors, which may adversely affect sales and profitability; and new product and concept developments by food industry competitors;	

 	·	 	changes in consumer preferences or consumer buying habits, including changes in general economic conditions or other factors that may affect consumer confidence and discretionary spending; 	

 	·	 	the adverse impact on the Company or our results caused by product recalls, food quality or safety issues, incidences of foodborne illness, food contamination and other general public health concerns about our Company-owned or franchised restaurants or others in the restaurant industry;	

 	·	 	failure to maintain our brand strength, quality reputation and consumer enthusiasm for our better ingredients marketing and advertising strategy;	

 	·	 	the ability of the Company and its franchisees to meet planned growth targets and operate new and existing restaurants profitably, including difficulties finding qualified franchisees, store level employees or suitable sites;	

 	·	 	increases in food costs or sustained higher other operating costs. This could include increased employee compensation, benefits, insurance, tax rates, new regulatory requirements or increasing compliance costs;	

 	·	 	increases in insurance claims and related costs for programs funded by the Company up to certain retention limits, including medical, owned and non-owned automobiles, workers’ compensation, general liability and property;	

 	·	 	disruption of our supply chain or commissary operations which could be caused by our sole source of supply of cheese or limited source of suppliers for other key ingredients or more generally due to weather, natural disasters including drought, disease, geopolitical or other disruptions beyond our control;	

 	·	 	increased risks associated with our international operations, including economic and political conditions, instability or uncertainty in our international markets, especially emerging markets, fluctuations in currency exchange rates, and difficulty in meeting planned sales targets and new store growth;	

 	·	 	the impact of current or future claims and litigation, including labor and employment-related claims;	

 	·	 	current or proposed legislation impacting our business;	
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 	·	 	failure to effectively execute succession planning, and our reliance on the multiple roles of our Founder, chairman and chief executive officer, who also serves as our brand spokesperson;	

 	·	 	disruption of critical business or information technology systems, or those of our suppliers, and risks associated with systems failures and data privacy and security breaches, including theft of confidential Company, employee and customer information, including payment cards; and	

 	·	 	changes in accounting principles generally accepted in the United States or “GAAP,” including new standards for accounting for share-based compensation that may result in changes to our net income.  Based on recent share prices, the impact of the 2017 adoption of this guidance would be favorable in 2017.	
 
These and other risk factors are discussed in detail in “Part I. Item 1A. — Risk Factors” of this Annual Report on Form 10-K. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.
 
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
 
Interest Rate Risk
 
Our debt is comprised entirely of an unsecured revolving line of credit with outstanding balances of $300.6 million as of December 25, 2016 and $256.0 million as of December 27, 2015 and a maturity date of October 31, 2019. On June 8, 2016, we exercised our option under the Credit Facility to increase the amount available to $500 million from the previous $400 million availability.  The interest rate charged on the outstanding balances is LIBOR plus 75 to 175 basis points. The commitment fee on the unused balance ranges from 15 to 25 basis points.
 
We attempt to minimize interest risk exposure by fixing our rate through the utilization of interest rate swaps, which are derivative financial instruments. Our swaps are entered into with financial institutions and have reset dates and critical terms that match those of our existing debt and the anticipated critical terms of future debt. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract.
 
As of December 25, 2016, we have the following interest rate swap agreements, including three forward starting swaps executed in 2015 that become effective in 2018 upon expiration of the two existing swaps for $125 million:

Effective Dates	    	Floating Rate Debt 	    	Fixed Rates	 	
July 30, 2013 through April 30, 2018	 	$	75 million	 	1.42	%	
December 30, 2014 through April 30, 2018	 	$	50 million	 	1.36	%	
April 30, 2018 through April 30, 2023	 	$	55 million	 	2.33	%	
April 30, 2018 through April 30, 2023	 	$	35 million	 	2.36	%	
April 30, 2018 through April 30, 2023	 	$	35 million	 	2.34	%	
 
The weighted average interest rate on the revolving line of credit, including the impact of the interest rate swap agreements, was 2.1% for the year ended December 25, 2016. An increase in the present interest rate of 100 basis points on the line of credit balance outstanding as of December 25, 2016, including the impact of the interest rate swaps, would increase annual interest expense by $1.8 million.
 
Foreign Currency Exchange Rate Risk
 
We are exposed to foreign currency exchange rate fluctuations from our operations outside of the United States, which can adversely impact our revenues, net income and cash flows. Our international operations principally consist of Company-owned restaurants in China, distribution sales to franchised Papa John’s restaurants located in the United Kingdom, Mexico, China and Canada and our franchise sales and support activities, which derive revenues from sales of franchise and development rights and the collection of royalties from our international franchisees. Approximately 6.6% of our 2016 revenues and 6.4% of our revenues for 2015 and 2014 were derived from these operations.
 
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The recent referendum by United Kingdom voters known as Brexit has resulted in a lower valuation of the British Pound in comparison to the US Dollar. The future impact of Brexit on our franchise operations included in the European Union could also include but may not be limited to additional currency volatility and future trade, tariff, and regulatory changes.  As of December 25, 2016, six of our 45 international country operations are included in the European Union.
 
We have not historically hedged our exposure to foreign currency fluctuations. Foreign currency exchange rate fluctuations had a negative impact on our revenues of approximately $12.2 million for 2016 compared to $7.5 million for 2015. Foreign currency exchange rates had a negative impact on our income before income taxes of $2.3 million for 2016 and $2.8 million for 2015.  An additional 10% adverse change in the foreign currency rates for our international markets would result in an additional negative impact on annual revenue and income before income taxes of $9.6 million  and $2.0 million, respectively.
 
Commodity Price Risk
 
In the ordinary course of business, the food and paper products we purchase, including cheese (our largest food cost), are subject to seasonal fluctuations, weather, availability, demand and other factors that are beyond our control. We have pricing agreements with some of our vendors, including forward pricing agreements for a portion of our cheese purchases for our domestic Company-owned restaurants, which are accounted for as normal purchases; however, we still remain exposed to on-going commodity volatility.
 
The following table presents the actual average block price for cheese by quarter in 2016, 2015 and 2014. Also presented is the projected 2017 average block price by quarter (based on the February 14, 2017 Chicago Mercantile Exchange cheese futures prices for 2017:

 	    	2017	    	2016	    	2015	    	2014	 	
 	 	Projected	 	Block	 	Block	 	Block	 	
 	 	Market	 	Price	 	Price	 	Price	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Quarter 1	 	$	1.700	 	$	1.473	 	$	1.538	 	$	2.212	 	
Quarter 2	 	 	1.710	 	 	1.405	 	 	1.630	 	 	2.131	 	
Quarter 3	 	 	1.767	 	 	1.691	 	 	1.684	 	 	2.141	 	
Quarter 4	 	 	1.753	 	 	1.718	 	 	1.602	 	 	1.991	 	
Full Year	 	$	1.733	 	$	1.572	 	$	1.614	 	$	2.119	 	

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Item 8.  Financial Statements and Supplementary Data
 
Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Papa John’s International, Inc. and Subsidiaries
 
We have audited the accompanying consolidated balance sheets of Papa John’s International, Inc. and Subsidiaries as of December 25, 2016 and December 27, 2015, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 25, 2016.  Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2).  These financial statements and schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Papa John’s International, Inc. and Subsidiaries at December 25, 2016 and December 27, 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 25, 2016, in conformity with U.S. generally accepted accounting principles.  Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Papa John’s International, Inc. and Subsidiaries’ internal control over financial reporting as of December 25, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 21, 2017, expressed an unqualified opinion thereon.
 
/s/ Ernst & Young LLP
 
Louisville, Kentucky
February 21, 2017
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Papa John’s International, Inc. and Subsidiaries
Consolidated Statements of Income

 	 	Year ended	
 	    	December 25,	    	December 27,	    	December 28,	
(In thousands, except per share amounts)	    	2016	 	2015	 	2014	
Revenues:	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurant sales	 	$	815,931	 	$	756,307	 	$	701,854	
North America franchise royalties and fees	 	 	102,980	 	 	96,056	 	 	90,169	
North America commissary and other sales	 	 	681,606	 	 	680,321	 	 	703,671	
International	 	 	113,103	 	 	104,691	 	 	102,455	
Total revenues	 	 	1,713,620	 	 	1,637,375	 	 	1,598,149	
Costs and expenses:	 	 	 	 	 	 	 	 	 	
Operating costs (excluding depreciation and amortization shown separately below):	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurant expenses	 	 	651,536	 	 	604,206	 	 	572,058	
North America commissary and other expenses	 	 	631,475	 	 	629,423	 	 	655,989	
International expenses	 	 	71,509	 	 	63,506	 	 	63,718	
General and administrative expenses	 	 	163,812	 	 	163,626	 	 	147,810	
Depreciation and amortization	 	 	40,987	 	 	40,307	 	 	39,965	
Total costs and expenses	 	 	1,559,319	 	 	1,501,068	 	 	1,479,540	
Refranchising and impairment gains/(losses), net	 	 	10,222	 	 	 —	 	 	(979)	
Operating income	 	 	164,523	 	 	136,307	 	 	117,630	
Legal settlement	 	 	898	 	 	(12,278)	 	 	 —	
Investment income	 	 	785	 	 	794	 	 	702	
Interest expense	 	 	(7,397)	 	 	(5,676)	 	 	(4,077)	
Income before income taxes	 	 	158,809	 	 	119,147	 	 	114,255	
Income tax expense	 	 	49,717	 	 	37,183	 	 	36,558	
Net income before attribution to noncontrolling interests	 	 	109,092	 	 	81,964	 	 	77,697	
Income attributable to noncontrolling interests	 	 	(6,272)	 	 	(6,282)	 	 	(4,382)	
Net income attributable to the Company	 	$	102,820	 	$	75,682	 	$	73,315	
 	 	 	 	 	 	 	 	 	 	
Calculation of income for earnings per share:	 	 	 	 	 	 	 	 	 	
Net income attributable to the Company	 	$	102,820	 	$	75,682	 	$	73,315	
Change in noncontrolling interest redemption value	 	 	567	 	 	65	 	 	(44)	
Net income attributable to participating securities	 	 	(420)	 	 	(325)	 	 	(402)	
Net income attributable to common shareholders	 	$	102,967	 	$	75,422	 	$	72,869	
 	 	 	 	 	 	 	 	 	 	
Basic earnings per common share	 	$	2.76	 	$	1.91	 	$	1.78	
Diluted earnings per common share	 	$	2.74	 	$	1.89	 	$	1.75	
 	 	 	 	 	 	 	 	 	 	
Basic weighted average common shares outstanding	 	 	37,253	 	 	39,458	 	 	40,960	
Diluted weighted average common shares outstanding	 	 	37,608	 	 	40,000	 	 	41,718	
 	 	 	 	 	 	 	 	 	 	
Dividends declared per common share	 	$	0.75	 	$	0.63	 	$	0.53	
 
See accompanying notes.
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Papa John’s International, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income

 	 	Year ended	 	
 	 	December 25,	    	December 27,	    	December 28,	 	
(In thousands)	 	2016	 	2015	 	2014	 	
 	 	 	 	 	 	 	 	 	 	 	
Net income before attribution to noncontrolling interests	 	$	109,092	 	$	81,964	 	$	77,697	 	
Other comprehensive (loss) income, before tax:	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustments	 	 	(7,922)	 	 	(2,133)	 	 	(2,584)	 	
Interest rate swaps (1)	 	 	1,492	 	 	(1,846)	 	 	(261)	 	
Other comprehensive loss, before tax	 	 	(6,430)	 	 	(3,979)	 	 	(2,845)	 	
Income tax effect:	 	 	 	 	 	 	 	 	 	 	
Foreign currency translation adjustments	 	 	2,931	 	 	789	 	 	956	 	
Interest rate swaps (2)	 	 	(552)	 	 	683	 	 	97	 	
Income tax effect	 	 	2,379	 	 	1,472	 	 	1,053	 	
Other comprehensive loss, net of tax	 	 	(4,051)	 	 	(2,507)	 	 	(1,792)	 	
Comprehensive income before attribution to noncontrolling interests	 	 	105,041	 	 	79,457	 	 	75,905	 	
Comprehensive loss, redeemable noncontrolling interests	 	 	(3,665)	 	 	(3,873)	 	 	(3,687)	 	
Comprehensive loss, nonredeemable noncontrolling interests	 	 	(2,607)	 	 	(2,409)	 	 	(695)	 	
Comprehensive income attributable to the Company	 	$	98,769	 	$	73,175	 	$	71,523	 	

 	(1)	 	Amounts reclassified out of accumulated other comprehensive loss (“AOCL”) into interest expense included $1,161, $1,563 and $996 for the years ended December 25, 2016, December 27, 2015 and December 28, 2014, respectively.	
 
 	(2)	 	The income tax effects of amounts reclassified out of AOCL into interest expense were $429, $578 and $369 for the years ended December 25, 2016, December 27, 2015 and December 28, 2014, respectively.	
 
See accompanying notes.
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Papa John’s International, Inc. and Subsidiaries
Consolidated Balance Sheets

 	    	December 25,	    	December 27,	 	
(In thousands, except per share amounts)	 	2016	 	2015	 	
 	 	 	 	 	 	 	
Assets	 	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	15,563	 	$	21,006	 	
Accounts receivable (less allowance for doubtful accounts of $1,486 in 2016 and $2,447 in 2015)	 	 	59,586	 	 	63,163	 	
Accounts receivable - affiliates (no allowance for doubtful accounts in 2016 and 2015)	 	 	105	 	 	157	 	
Notes receivable (no allowance for doubtful accounts in 2016 and 2015)	 	 	3,417	 	 	7,816	 	
Income taxes receivable	 	 	2,372	 	 	272	 	
Inventories	 	 	25,132	 	 	21,564	 	
Prepaid expenses	 	 	24,105	 	 	20,372	 	
Other current assets	 	 	9,038	 	 	8,941	 	
Assets held for sale	 	 	6,257	 	 	9,299	 	
Total current assets	 	 	145,575	 	 	152,590	 	
Property and equipment, net	 	 	230,473	 	 	214,044	 	
Notes receivable, less current portion (less allowance for doubtful accounts of $2,759 in 2016 and $3,653 in 2015)	 	 	10,141	 	 	11,105	 	
Goodwill	 	 	85,529	 	 	79,657	 	
Deferred income taxes	 	 	769	 	 	2,415	 	
Other assets	 	 	40,078	 	 	34,247	 	
Total assets	 	$	512,565	 	$	494,058	 	
 	 	 	 	 	 	 	 	
Liabilities and stockholders’ equity	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	
Accounts payable	 	$	42,701	 	$	43,492	 	
Income and other taxes payable	 	 	8,540	 	 	8,527	 	
Accrued expenses and other current liabilities	 	 	76,789	 	 	80,918	 	
Total current liabilities	 	 	128,030	 	 	132,937	 	
Deferred revenue	 	 	3,313	 	 	3,190	 	
Long-term debt, net	 	 	299,820	 	 	255,146	 	
Deferred income taxes	 	 	10,047	 	 	4,610	 	
Other long-term liabilities	 	 	53,093	 	 	47,606	 	
Total liabilities	 	 	494,303	 	 	443,489	 	
 	 	 	 	 	 	 	 	
Redeemable noncontrolling interests	 	 	8,461	 	 	8,363	 	
 	 	 	 	 	 	 	 	
Stockholders’ equity:	 	 	 	 	 	 	 	
Preferred stock ($0.01 par value per share; no shares issued)	 	 	 —	 	 	 —	 	
Common stock ($0.01 par value per share; issued 44,066 at December 25, 2016 and 43,731 at December 27, 2015)	 	 	441	 	 	437	 	
Additional paid-in capital	 	 	172,573	 	 	158,348	 	
Accumulated other comprehensive loss	 	 	(5,887)	 	 	(1,836)	 	
Retained earnings	 	 	219,278	 	 	143,789	 	
Treasury stock (7,383 shares at December 25, 2016 and 5,308 shares at December 27, 2015, at cost)	 	 	(390,316)	 	 	(271,557)	 	
Total stockholders’ (deficit) equity, net of noncontrolling interests	 	 	(3,911)	 	 	29,181	 	
Noncontrolling interests in subsidiaries	 	 	13,712	 	 	13,025	 	
Total stockholders’ equity	 	 	9,801	 	 	42,206	 	
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	 	$	512,565	 	$	494,058	 	
 
See accompanying notes.
 
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Papa John’s International, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Papa John’s International, Inc.	 	 	 	 	 	 	 	
 	    	Common	    	    	 	    	    	 	    	Accumulated	    	    	 	    	    	 	    	    	 	    	    	 	 	
 	 	Stock	 	 	 	 	Additional	 	Other	 	 	 	 	 	 	 	Noncontrolling	 	Total	 	
 	 	Shares	 	Common	 	Paid-In	 	Comprehensive	 	Retained	 	Treasury	 	Interests in	 	Stockholders’	 	
(In thousands)	 	Outstanding	 	Stock	 	Capital	 	Income (Loss)	 	Earnings	 	Stock	 	Subsidiaries	 	Equity	 	
Balance at December 29, 2013	 	41,667	 	 	428	 	 	137,552	 	 	2,463	 	 	41,297	 	 	(44,066)	 	 	510	 	 	138,184	 	
Net income attributable to the Company (1)	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	73,315	 	 	 —	 	 	695	 	 	74,010	 	
Other comprehensive loss	 	 —	 	 	 —	 	 	 —	 	 	(1,792)	 	 	 —	 	 	 —	 	 	 —	 	 	(1,792)	 	
Cash dividends paid	 	 —	 	 	 —	 	 	87	 	 	 —	 	 	(21,692)	 	 	 —	 	 	 —	 	 	(21,605)	 	
Exercise of stock options	 	535	 	 	5	 	 	5,832	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	5,837	 	
Tax effect of equity awards	 	 —	 	 	 —	 	 	1,047	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	1,047	 	
Acquisition of Company common stock	 	(2,562)	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(117,400)	 	 	 —	 	 	(117,400)	 	
Stock-based compensation expense	 	 —	 	 	 —	 	 	8,712	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	8,712	 	
Issuance of restricted stock	 	133	 	 	 —	 	 	(5,443)	 	 	 —	 	 	 —	 	 	5,443	 	 	 —	 	 	 —	 	
Change in redemption value of noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(44)	 	 	 —	 	 	 —	 	 	(44)	 	
Reclassification from temporary equity to permanent equity	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	11,391	 	 	11,391	 	
Contributions from noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	1,086	 	 	1,086	 	
Distributions to noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(1,200)	 	 	(1,200)	 	
Other	 	9	 	 	—	 	 	125	 	 	—	 	 	—	 	 	364	 	 	—	 	 	489	 	
Balance at December 28, 2014	 	39,782	 	 	433	 	 	147,912	 	 	671	 	 	92,876	 	 	(155,659)	 	 	12,482	 	 	98,715	 	
Net income attributable to the Company (1)	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	75,682	 	 	 —	 	 	2,409	 	 	78,091	 	
Other comprehensive loss	 	 —	 	 	 —	 	 	 —	 	 	(2,507)	 	 	 —	 	 	 —	 	 	 —	 	 	(2,507)	 	
Cash dividends paid	 	 —	 	 	 —	 	 	100	 	 	 —	 	 	(24,834)	 	 	 —	 	 	 —	 	 	(24,734)	 	
Exercise of stock options	 	320	 	 	3	 	 	5,194	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	5,197	 	
Tax effect of equity awards	 	 —	 	 	 —	 	 	(830)	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(830)	 	
Acquisition of Company common stock	 	(1,845)	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(119,793)	 	 	 —	 	 	(119,793)	 	
Stock-based compensation expense	 	 —	 	 	 —	 	 	9,423	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	9,423	 	
Issuance of restricted stock	 	151	 	 	1	 	 	(3,232)	 	 	 —	 	 	 —	 	 	3,231	 	 	 —	 	 	 —	 	
Change in redemption value of noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	65	 	 	 —	 	 	 —	 	 	65	 	
Contributions from noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	684	 	 	684	 	
Distributions to noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(2,550)	 	 	(2,550)	 	
Other	 	15	 	 	 —	 	 	(219)	 	 	 —	 	 	 —	 	 	664	 	 	 —	 	 	445	 	
Balance at December 27, 2015	 	38,423	 	$	437	 	$	158,348	 	$	(1,836)	 	$	143,789	 	$	(271,557)	 	$	13,025	 	$	42,206	 	
 
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Papa John’s International, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (continued)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Papa John’s International, Inc.	 	 	 	 	 	 	 	
 	    	Common	    	    	 	    	    	 	    	Accumulated	    	    	 	    	    	 	    	    	 	    	    	 	 	
 	 	Stock	 	 	 	 	Additional	 	Other	 	 	 	 	 	 	 	Noncontrolling	 	Total	 	
 	 	Shares	 	Common	 	Paid-In	 	Comprehensive	 	Retained	 	Treasury	 	Interests in	 	Stockholders’	 	
(In thousands)	 	Outstanding	 	Stock	 	Capital	 	Income (Loss)	 	Earnings	 	Stock	 	Subsidiaries	 	Equity	 	
Balance at December 27, 2015	 	38,423	 	 	437	 	 	158,348	 	 	(1,836)	 	 	143,789	 	 	(271,557)	 	 	13,025	 	 	42,206	 	
Net income attributable to the Company (1)	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	102,820	 	 	 —	 	 	2,607	 	 	105,427	 	
Other comprehensive loss	 	 —	 	 	 —	 	 	 —	 	 	(4,051)	 	 	 —	 	 	 —	 	 	 —	 	 	(4,051)	 	
Cash dividends paid	 	 —	 	 	 —	 	 	119	 	 	 —	 	 	(27,898)	 	 	 —	 	 	 —	 	 	(27,779)	 	
Exercise of stock options	 	334	 	 	3	 	 	7,056	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	7,059	 	
Tax effect of equity awards	 	 —	 	 	 —	 	 	(7)	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(7)	 	
Acquisition of Company common stock	 	(2,145)	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(122,381)	 	 	 —	 	 	(122,381)	 	
Stock-based compensation expense	 	 —	 	 	 —	 	 	10,123	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	10,123	 	
Issuance of restricted stock	 	58	 	 	1	 	 	(2,975)	 	 	 —	 	 	 —	 	 	2,974	 	 	 —	 	 	 —	 	
Change in redemption value of noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	567	 	 	 —	 	 	 —	 	 	567	 	
Contributions from noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	690	 	 	690	 	
Distributions to noncontrolling interests	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	 —	 	 	(2,610)	 	 	(2,610)	 	
Other	 	13	 	 	 —	 	 	(91)	 	 	 —	 	 	 —	 	 	648	 	 	 —	 	 	557	 	
Balance at December 25, 2016	 	36,683	 	$	441	 	$	172,573	 	$	(5,887)	 	$	219,278	 	$	(390,316)	 	$	13,712	 	$	9,801	 	

 	(1)	 	Net income to the Company at December 25, 2016, December 27, 2015 and December 28, 2014 excludes $6,272, $6,282 and $4,382, respectively, allocable to the noncontrolling interests for our joint venture arrangements.	
 
At December 28, 2014, the accumulated other comprehensive income of $671 was comprised of unrealized foreign currency translation gains of $933, offset by a net unrealized loss on the interest rate swap agreement of $262.
 
At December 27, 2015, the accumulated other comprehensive loss of $1,836 was comprised of unrealized foreign currency translation loss of $411 and a net unrealized loss on the interest rate swap agreements of $1,425.
 
At December 25, 2016, the accumulated other comprehensive loss of $5,887 was comprised of unrealized foreign currency translation loss of $5,402 and a net unrealized loss on the interest rate swap agreements of $485.
 
See accompanying notes.
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Papa John’s International, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

 	 	December 25,	    	December 27,	    	December 28,	 	
(In thousands)	 	2016	 	2015	 	2014	 	
Operating activities	 	 	 	 	 	 	 	 	 	 	
Net income before attribution to noncontrolling interests	 	$	109,092	 	$	81,964	 	$	77,697	 	
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	 	 	 	 	
Provision for uncollectible accounts and notes receivable	 	 	409	 	 	1,232	 	 	1,795	 	
Depreciation and amortization	 	 	40,987	 	 	40,307	 	 	39,965	 	
Deferred income taxes	 	 	11,624	 	 	(6,246)	 	 	4,422	 	
Stock-based compensation expense	 	 	10,123	 	 	9,423	 	 	8,712	 	
Gain on refranchising	 	 	(11,572)	 	 	 —	 	 	 —	 	
Impairment loss	 	 	1,350	 	 	 —	 	 	979	 	
Other	 	 	3,337	 	 	4,633	 	 	3,759	 	
Changes in operating assets and liabilities, net of acquisitions:	 	 	 	 	 	 	 	 	 	 	
Accounts receivable	 	 	1,557	 	 	(9,179)	 	 	(5,741)	 	
Income taxes receivable	 	 	(2,100)	 	 	9,255	 	 	(9,527)	 	
Inventories	 	 	(3,639)	 	 	4,967	 	 	(2,838)	 	
Prepaid expenses	 	 	(3,826)	 	 	(2,425)	 	 	(4,394)	 	
Other current assets	 	 	616	 	 	829	 	 	(387)	 	
Other assets and liabilities	 	 	(6,269)	 	 	620	 	 	915	 	
Accounts payable	 	 	(916)	 	 	4,804	 	 	3,171	 	
Income and other taxes payable	 	 	9	 	 	(1,113)	 	 	5,233	 	
Accrued expenses and other current liabilities	 	 	(7,960)	 	 	21,201	 	 	(665)	 	
Deferred revenue	 	 	1,235	 	 	40	 	 	(464)	 	
Net cash provided by operating activities	 	 	144,057	 	 	160,312	 	 	122,632	 	
Investing activities	 	 	 	 	 	 	 	 	 	 	
Purchases of property and equipment	 	 	(55,554)	 	 	(38,972)	 	 	(48,655)	 	
Loans issued	 	 	(3,210)	 	 	(4,741)	 	 	(6,816)	 	
Repayments of loans issued	 	 	8,569	 	 	5,183	 	 	4,254	 	
Acquisitions, net of cash acquired	 	 	(13,352)	 	 	(922)	 	 	(4,773)	 	
Proceeds from divestitures of restaurants	 	 	16,844	 	 	 —	 	 	400	 	
Other	 	 	429	 	 	500	 	 	556	 	
Net cash used in investing activities	 	 	(46,274)	 	 	(38,952)	 	 	(55,034)	 	
Financing activities	 	 	 	 	 	 	 	 	 	 	
Net proceeds from issuance of long-term debt	 	 	44,575	 	 	25,549	 	 	72,551	 	
Cash dividends paid	 	 	(27,896)	 	 	(24,844)	 	 	(21,735)	 	
Excess tax benefit on equity awards	 	 	6,200	 	 	10,151	 	 	10,282	 	
Tax payments for equity award issuances	 	 	(6,024)	 	 	(10,965)	 	 	(9,235)	 	
Proceeds from exercise of stock options	 	 	7,060	 	 	5,197	 	 	5,837	 	
Acquisition of Company common stock	 	 	(122,381)	 	 	(119,793)	 	 	(117,400)	 	
Contributions from noncontrolling interest holders	 	 	690	 	 	684	 	 	1,086	 	
Distributions to noncontrolling interest holders	 	 	(5,610)	 	 	(6,550)	 	 	(2,800)	 	
Other	 	 	556	 	 	444	 	 	491	 	
Net cash used in financing activities	 	 	(102,830)	 	 	(120,127)	 	 	(60,923)	 	
Effect of exchange rate changes on cash and cash equivalents	 	 	(396)	 	 	(349)	 	 	(223)	 	
Change in cash and cash equivalents	 	 	(5,443)	 	 	884	 	 	6,452	 	
Cash and cash equivalents at beginning of period	 	 	21,006	 	 	20,122	 	 	13,670	 	
Cash and cash equivalents at end of period	 	$	15,563	 	$	21,006	 	$	20,122	 	
See accompanying notes.
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Papa John’s International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
 
1.  Description of Business
 
Papa John’s International, Inc. (referred to as the “Company,” “Papa John’s” or in the first person notations of “we,” “us” and “our”) operates and franchises pizza delivery and carryout restaurants under the trademark “Papa John’s,” currently in all 50 states and in 45 international countries and territories. Substantially all revenues are derived from retail sales of pizza and other food and beverage products to the general public by Company-owned restaurants, franchise royalties, sales of franchise and development rights, and sales to franchisees of food and paper products, printing and promotional items, risk management services, and information systems and related services used in their operations.
 
2.  Significant Accounting Policies
 
Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of Papa John’s and its subsidiaries. All intercompany balances and transactions have been eliminated.
 
Variable Interest Entity
 
Papa John’s domestic restaurants, both Company-owned and franchised, participate in Papa John’s Marketing Fund, Inc. (PJMF), a nonstock corporation designed to operate at break-even for the purpose of designing and administering advertising and promotional programs for all participating domestic restaurants. PJMF is a variable interest entity (“VIE”) as it does not have sufficient equity to fund its operations without ongoing financial support and contributions from its members. Based on the ownership and governance structure and operating procedures of PJMF, we have determined that we do not have the power to direct the most significant activities of PJMF and are therefore not the primary beneficiary. Accordingly, consolidation of PJMF is not appropriate .
 
Fiscal Year
 
Our fiscal year ends on the last Sunday in December of each year. All fiscal years presented consist of 52 weeks.
 
Use of Estimates
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items that are subject to such estimates and assumptions include allowance for doubtful accounts and notes receivable, intangible assets, online customer loyalty program obligation, insurance reserves and tax reserves. Although management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, actual results could significantly differ from these estimates.
 
Revenue Recognition
 
Retail sales from Company-owned restaurants and franchise royalties, which are based on a percentage of franchise restaurant sales, are recognized as revenues when the products are delivered to or carried out by customers. Franchise fees are recognized when a franchised restaurant begins operations, at which time we have performed our obligations related to such fees. Fees received pursuant to development agreements which grant the right to develop franchised restaurants in future periods in specific geographic areas are deferred and recognized on a pro rata basis as franchised restaurants subject to the development agreements begin operations.
 
The Company offers various incentive programs for franchisees including royalty incentives, new restaurant opening (i.e. development incentives) and other various support initiatives. Royalties, franchise fees and commissary sales are reduced to reflect any incentives earned or granted under these programs that are in the form of discounts. Direct mail advertising
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discounts are also periodically offered. North America commissary and other sales are reduced to reflect these advertising discounts. Other development incentives for opening restaurants are offered in the form of Company equipment at no cost. This equipment is amortized over the term of the agreement, which is generally three years, and is recognized in general and administrative expenses in our consolidated statements of income.
 
North America commissary and other sales are comprised of food, promotional items and supplies sold to franchised restaurants located in the United States and Canada and are recognized as revenue upon shipment of the related products to the franchisees. Fees for information services, including software maintenance fees, help desk fees and online ordering fees are recognized as revenue as such services are provided and are included in North America commissary and other sales. Insurance commissions are recognized as revenue over the term of the policy period and are included in North America commissary and other sales.
 
International revenues are comprised of Company-owned restaurant sales, royalties, franchise fees and revenues for the production and distribution of food to international franchisees. Revenues are recognized consistently with the policies applied for revenues generated in the United States.
 
Advertising and Related Costs
 
Advertising and related costs of $70.9 million, $67.2 million and $63.5 million in 2016, 2015, and 2014, respectively, include the costs of domestic Company-owned local restaurant activities such as mail coupons, door hangers and promotional items and contributions to PJMF and various local market cooperative advertising funds (“Co-op Funds”). Contributions by domestic Company-owned and franchised restaurants to PJMF and the Co-op Funds are based on an established percentage of monthly restaurant revenues. PJMF is responsible for developing and conducting marketing and advertising for the domestic Papa John’s system. The Co-op Funds are responsible for developing and conducting advertising activities in a specific market, including the placement of electronic and print materials developed by PJMF. We recognize domestic Company-owned restaurant contributions to PJMF and the Co-op Funds in which we do not have a controlling interest in the period in which the contribution accrues. The net assets of the Co-op Funds in which we possess majority voting rights, and thus control the cooperatives, are included in our consolidated balance sheets.
 
Leases
 
Lease expense is recognized on a straight-line basis over the expected life of the lease term. A lease term often includes option periods, available at the inception of the lease.
 
Stock-Based Compensation
 
Compensation expense for equity grants is estimated on the grant date, net of projected forfeitures, and is recognized over the vesting period (generally in equal installments over three years). Restricted stock is valued based on the market price of the Company’s shares on the date of grant. Stock options are valued using a Black-Scholes option pricing model. Our specific assumptions for estimating the fair value of options are included in Note 18.
 
Cash Equivalents
 
Cash equivalents consist of highly liquid investments with maturity of three months or less at date of purchase. These investments are carried at cost, which approximates fair value.
 
Accounts Receivable
 
Substantially all accounts receivable are due from franchisees for purchases of food, paper products, restaurant equipment, printing and promotional items, risk management services, information systems and related services, and royalties. Credit is extended based on an evaluation of the franchisee’s financial condition and collateral is generally not required. A reserve for uncollectible accounts is established as deemed necessary based upon overall accounts receivable aging levels and a specific review of accounts for franchisees with known financial difficulties. Account balances are charged off against the allowance after recovery efforts have ceased.
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Notes Receivable
 
The Company provides financing to select franchisees principally for use in the construction and development of their restaurants and for the purchase of restaurants from the Company or other franchisees. Notes receivable bear interest at fixed or floating rates and are generally secured by the assets of each restaurant and the ownership interests in the franchise. We establish an allowance based on a review of each borrower’s economic performance and underlying collateral value. Note balances are charged off against the allowance after recovery efforts have ceased.
 
Inventories
 
Inventories, which consist of food products, paper goods and supplies, smallwares, and printing and promotional items, are stated at the lower of cost, determined under the first-in, first-out (FIFO) method, or market.
 
Property and Equipment
 
Property and equipment are stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets (generally five to ten years for restaurant, commissary and other equipment, 20 to 40 years for buildings and improvements, and five years for technology and communication assets). Leasehold improvements are amortized over the terms of the respective leases, including the first renewal period (generally five to ten years).
 
Depreciation expense was $39.7 million in 2016 and 2015, and $39.1 million in 2014.
 
Deferred Costs
 
We defer certain information systems development and related costs that meet established criteria. Amounts deferred, which are included in property and equipment, are amortized principally over periods not exceeding five years beginning in the month subsequent to completion of the related information systems project. Total costs deferred were approximately $2.6 million in 2016 and 2015 and $3.3 million in 2014. The unamortized information systems development costs approximated $9.8 million and $9.1 million as of December 25, 2016 and December 27, 2015, respectively.
 
Intangible Assets — Goodwill
 
We evaluate goodwill annually in the fourth quarter or whenever we identify certain triggering events or circumstances that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Such tests are completed separately with respect to the goodwill of each of our reporting units, which includes our domestic Company-owned restaurants, China and the United Kingdom (“PJUK”).  We may perform a qualitative assessment or move directly to the quantitative assessment for any reporting unit in any period if we believe that it is more efficient or if impairment indicators exist.
 
We elected to perform a qualitative assessment for our domestic Company-owned restaurants, China, and PJUK reporting units in 2016. As a result of our qualitative analyses, we determined that it was more-likely-than-not that the fair values of our reporting units were greater than their carrying amounts. This assessment excluded the goodwill allocated to assets held for sale in 2016 as it was separately evaluated. Subsequent to completing our goodwill impairment tests, no indications of impairment were identified.
 
Deferred Income Tax Accounts and Tax Reserves
 
We are subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and the related assets and liabilities. The provision for income taxes includes income taxes paid, currently payable or receivable and those deferred.
 
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities, and are measured using enacted tax rates and laws that are expected to be in effect when the differences
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reverse. Deferred tax assets are also recognized for the estimated future effects of tax attribute carryforwards (e.g., net operating losses, capital losses, and foreign tax credits). The effect on deferred taxes of changes in tax rates is recognized in the period in which the new tax is enacted. As a result, our effective tax rate may fluctuate. Valuation allowances are established when necessary on a jurisdictional basis to reduce deferred tax assets to the amounts we expect to realize.
 
Tax authorities periodically audit the Company. We record reserves and related interest and penalties for identified exposures as income tax expense. We evaluate these issues and adjust for events, such as statute of limitations expirations, court rulings or audit settlements, which may impact our ultimate payment for such exposures.
 
Insurance Reserves
 
Our insurance programs for workers’ compensation, owned and non-owned automobiles, general liability, property, and health insurance coverage provided to our employees are funded by the Company up to certain retention levels under our retention programs. Retention limits generally range from $100,000 to $1.0 million.
 
Losses are accrued based upon undiscounted estimates of the liability for claims incurred using certain third-party actuarial projections and our claims loss experience. The estimated insurance claims losses could be significantly affected should the frequency or ultimate cost of claims differ significantly from historical trends used to estimate the insurance reserves recorded by the Company. See Note 12 for additional information on our insurance reserves.
 
Derivative Financial Instruments
 
We recognize all derivatives on the balance sheet at fair value. At inception and on an ongoing basis, we assess whether each derivative that qualifies for hedge accounting continues to be highly effective in offsetting changes in the cash flows of the hedged item. If the derivative meets the hedge criteria as defined by certain accounting standards, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of assets, liabilities or firm commitments through earnings or recognized in accumulated other comprehensive loss (“AOCL") until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value, if any, is immediately recognized in earnings.
 
We recognized income of $1.5 million ($0.9 million after tax) in 2016, a loss of $1.8 million ($1.2 million after tax) in 2015 and a loss of $261,000 ($164,000 after tax) in 2014, in AOCL for the net change in the fair value of our interest rate swaps. See Note 9 for additional information on our debt and credit arrangements.
 
Noncontrolling Interests
 
The Company has five joint ventures in which there are noncontrolling interests. Consolidated net income is required to be reported separately at amounts attributable to both the parent and the noncontrolling interest. Additionally, disclosures are required to clearly identify and distinguish between the interests of the parent company and the interests of the noncontrolling owners, including a disclosure on the face of the consolidated statements of income attributable to the noncontrolling interest holder.
 
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The following summarizes the redemption feature, location and related accounting within the consolidated balance sheets for these joint venture arrangements:

Type of Joint Venture Arrangement	    	Location within the  Balance Sheets	    	Recorded Value	
 	 	 	 	 	
Joint venture with no redemption feature	 	Permanent equity	 	Carrying value	
Option to require the Company to purchase the noncontrolling interest - currently redeemable	 	Temporary equity	 	Redemption value*	
Option to require the Company to purchase the noncontrolling interest - not currently redeemable	 	Temporary equity	 	Carrying value	

 	 	 	 	 	
*The change in redemption value is recorded as an adjustment to “Redeemable noncontrolling interests” and “Retained earnings” in the consolidated balance sheets.
 
See Note 6 for additional information regarding noncontrolling interests.
 
Foreign Currency Translation
 
The local currency is the functional currency for each of our foreign subsidiaries. Revenues and expenses are translated into U.S. dollars using monthly average exchange rates, while assets and liabilities are translated using year-end exchange rates. The resulting translation adjustments are included as a component of AOCL net of income taxes.
 
Recent Accounting Pronouncements
 
Deferred Debt Issuance Costs
 
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASU”) 2015-03 “Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). The update required that deferred debt issuance costs be reported as a reduction to long-term debt (previously reported in other noncurrent assets). We adopted ASU 2015-03 in 2016 and for all retrospective periods, as required. The impact of the adoption was not material to our consolidated financial statements.
 
Employee Share-Based Payments
 
In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, an accounting policy election for forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for the Company beginning in fiscal 2017. Based on the significance of our employee stock compensation program, we expect the adoption could have a material impact on our effective income tax rate and related earnings per share calculation in our consolidated statement of income, and our consolidated statement of cash flows, depending on the timing and intrinsic value of future award vesting and exercise activity.  The Company has elected not to change our accounting policy for forfeitures and statutory tax withholding requirements.
 
Leases
 
In February 2016, the FASB issued ASU 2016-02, “Leases,” (“ASU 2016-02”) which amends leasing guidance by requiring companies to recognize a right-of-use asset and a lease liability for all operating and capital leases (financing) with lease terms greater than twelve months. The lease liability will be equal to the present value of lease payments. The lease asset will be based on the lease liability, subject to adjustment, such as for initial direct costs.  For income statement purposes, leases will continue to be classified as operating or capital (financing) with lease expense in both cases calculated substantially the same as under the prior leasing guidance. ASU 2016-02 is effective for interim and annual periods
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beginning after December 15, 2018 (fiscal 2019 for the Company), and early adoption is permitted.  The Company has not yet determined the effect of the adoption on its consolidated financial statements.
 
Revenue from Contracts with Customers
 
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”), a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under generally accepted accounting principles (“GAAP”). This update requires companies to recognize revenue at amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services at the time of transfer. In doing so, companies will need to use more judgment and make more estimates than under existing guidance. Such estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. Companies can either apply a full retrospective adoption or a modified retrospective adoption. In March and April 2016, the FASB issued the following amendments to clarify the implementation guidance: ASU No. 2016-08,  Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)  and ASU No. 2016-10,  Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. 
 
We are required to adopt ASU 2014-09 in the first quarter of 2018.   We do not expect the adoption will significantly impact our recognition of revenue from Company-owned restaurants, commissary sales or our continuing royalties or other fees from franchisees that are based on a percentage of the franchise sales.  We are continuing to evaluate the impact on other less significant transactions including our loyalty program and the timing of recognizing franchise and development fees. We are also currently evaluating the method of adoption and the impact adoption will have on our related financial statement disclosures.
 
Reclassification
 
Certain prior year captions have been combined in the consolidated statements of income and certain amounts within the consolidated statements of cash flows have been reclassified to conform to the current year presentation.
 
3.Stockholders’ Equity
 
Shares Authorized and Outstanding
 
The Company has authorized 5.0 million shares of preferred stock and 100.0 million shares of common stock. The Company’s outstanding shares of common stock, net of repurchased common stock, were 36.7 million shares at December 25, 2016 and 38.4 million shares at December 27, 2015. There were no shares of preferred stock issued or outstanding at December 25, 2016 and December 27, 2015.
 
Share Repurchase Program
 
Our Board of Directors has authorized the repurchase of up to $1.575 billion of common stock under a share repurchase program that began on December 9, 1999 and expires on February 28, 2018, including $50 million authorized in December 2016. Funding for the share repurchase program has been provided through a credit facility, operating cash flow, stock option exercises and cash and cash equivalents.
 
We repurchased 2.1 million, 1.8 million and 2.6 million shares of our common stock for $122.4 million, $119.8 million and $117.4 million in 2016, 2015, and 2014, respectively.
 
Subsequent to year end through February 14, 2017, the Company acquired an additional 86,801 shares at an aggregate cost of $7.4 million. As of February 14, 2017, $129.9 million was available for repurchase of common stock under this authorization.
 
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Cash Dividend
 
The Company paid dividends of $27.9 million in 2016, $24.8 million in 2015 and $21.7 million in 2014. Subsequent to fiscal 2016, our Board of Directors declared a first quarter 2017 cash dividend of $0.20 per share, or approximately $7.4 million. The dividend was paid on February 17, 2017 to shareholders of record as of the close of business on February 6, 2017.
 
4.  Earnings per Share
 
We compute earnings per share using the two-class method. The two-class method requires an earnings allocation formula that determines earnings per share for common shareholders and participating security holders according to dividends declared and participating rights in undistributed earnings. We consider time-based restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights. Under the two-class method, undistributed earnings allocated to participating securities are subtracted from net income attributable to the Company in determining net income attributable to common shareholders.
 
Additionally, in accordance with ASC 480, Distinguishing Liabilities from Equity, the increase in the redemption value for the noncontrolling interest of one of our joint ventures reduces income attributable to common shareholders (and a decrease in redemption value increases income attributable to common shareholders).
 
Basic earnings per common share are computed by dividing net income attributable to common shareholders by the weighted-average common shares outstanding. Diluted earnings per common share are computed by dividing the net income attributable to common shareholders by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding consists of basic weighted average common shares outstanding plus weighted average awards outstanding under our equity compensation plans, which are dilutive securities.
 
The calculations of basic earnings per common share and diluted earnings per common share for the years ended December 25, 2016, December 27, 2015 and December 28, 2014 are as follows (in thousands, except per share data):

 	 	 	 	 	 	 	 	 	 	
 	 	2016	    	2015	    	2014	
 	 	 	 	 	 	 	 	 	 	
Basic earnings per common share:	 	 	 	 	 	 	 	 	 	
Net income attributable to the Company	 	$	102,820	 	$	75,682	 	$	73,315	
Change in noncontrolling interest redemption value	 	 	567	 	 	65	 	 	(44)	
Net income attributable to participating securities	 	 	(420)	 	 	(325)	 	 	(402)	
Net income attributable to common shareholders	 	$	102,967	 	$	75,422	 	$	72,869	
 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	37,253	 	 	39,458	 	 	40,960	
Basic earnings per common share	 	$	2.76	 	$	1.91	 	$	1.78	
 	 	 	 	 	 	 	 	 	 	
Diluted earnings per common share:	 	 	 	 	 	 	 	 	 	
Net income attributable to common shareholders	 	$	102,967	 	$	75,422	 	$	72,869	
 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding	 	 	37,253	 	 	39,458	 	 	40,960	
Dilutive effect of outstanding equity awards	 	 	355	 	 	542	 	 	758	
Diluted weighted average common shares outstanding	 	 	37,608	 	 	40,000	 	 	41,718	
Diluted earnings per common share	 	$	2.74	 	$	1.89	 	$	1.75	
 
Shares subject to options to purchase common stock with an exercise price greater than the average market price for the year were not included in the computation of diluted earnings per common share because the effect would have been antidilutive. The weighted average number of shares subject to antidilutive options was 331,000 in 2016, 251,000 in 2015 and 226,000 in 2014.
 
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See Note 6 for additional information regarding our noncontrolling interests and Note 18 for equity awards, including restricted stock.
 
5. Fair Value Measurements and Disclosures
 
We are required to determine the fair value of financial assets and liabilities based on the price that would be received to sell the asset or paid to transfer the liability to a market participant. Fair value is a market-based measurement, not an entity specific measurement. The fair value of certain assets and liabilities approximates carrying value because of the short-term nature of the accounts, including cash, accounts receivable and accounts payable. The carrying value of our notes receivable, net of allowances, also approximates fair value. The fair value of the amount outstanding under our revolving credit facility approximates its carrying value due to its variable market-based interest rate. These assets and liabilities are categorized as Level 1 as defined below.
 
Certain assets and liabilities are measured at fair value on a recurring and non-recurring basis and are required to be classified and disclosed in one of the following categories:
 
 	·	 	Level 1: Quoted market prices in active markets for identical assets or liabilities.	

 	·	 	Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.	

 	·	 	Level 3: Unobservable inputs that are not corroborated by market data.	
 
Our financial assets and liabilities that were measured at fair value on a recurring basis as of December 25, 2016 and December 27, 2015 are as follows (in thousands):
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Carrying	 	Fair Value Measurements	 	
 	    	Value	    	Level 1	    	Level 2	    	Level 3	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 25, 2016	 	 	 	 	 	 	 	 	 	 	 	 	 	
Financial assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash surrender value of life insurance policies (a)	 	$	21,690	 	$	21,690	 	$	 —	 	$	 —	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Financial liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate swaps (b)	 	 	770	 	 	 —	 	 	770	 	 	 —	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 27, 2015	 	 	 	 	 	 	 	 	 	 	 	 	 	
Financial assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash surrender value of life insurance policies (a)	 	$	17,916	 	$	17,916	 	$	 —	 	$	 —	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Financial liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate swaps (b)	 	 	2,262	 	 	 —	 	 	2,262	 	 	 —	 	

 	(a)	 	Represents life insurance policies held in our non-qualified deferred compensation plan.	
 
 	(b)	 	The fair value of our interest rate swaps are based on the sum of all future net present value cash flows. The future cash flows are derived based on the terms of our interest rate swaps, as well as considering published discount factors, and projected London Interbank Offered Rates (“LIBOR”).	
 
Our assets and liabilities that were measured at fair value on a non-recurring basis as of December 25, 2016 include assets held for sale. The fair value was determined using a discounted cash flow model with unobservable inputs (Level 3) less estimated selling costs.  We recorded an impairment loss of $1.4 million which represents the excess of the carrying value over the fair value; the impairment is recorded in refranchising and impairment gains/(losses), net in the consolidated statements of income.  The assets held for sale were recognized at their carrying value as of December 27, 2015, because it was concluded at the time that the fair value exceeded the carrying value.
 
There were no transfers among levels within the fair value hierarchy during fiscal 2016 or 2015.
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6.  Noncontrolling Interests
 
Papa John’s has five joint ventures in which there are noncontrolling interests held by third parties. These joint ventures included 222 restaurants at December 25, 2016, 213 restaurants at December 27, 2015 and 200 restaurants at December 28, 2014.

The income before income taxes attributable to these joint ventures for the years ended December 25, 2016, December 27, 2015 and December 28, 2014 were as follows (in thousands):

 	 	2016	    	2015	    	2014	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Papa John’s International, Inc.	 	$	9,913	 	$	9,725	 	$	6,932	 	 	
Noncontrolling interests	 	 	6,272	 	 	6,282	 	 	4,382	 	 	
Total income before income taxes	 	$	16,185	 	$	16,007	 	$	11,314	 	 	
 
The noncontrolling interest holders of two joint ventures have the option to require the Company to purchase their interests. Since redemption of the noncontrolling interests is outside of the Company’s control, the noncontrolling interests are presented in the caption “Redeemable noncontrolling interests” in the consolidated balance sheets.
 
The following summarizes changes in our redeemable noncontrolling interests in 2016 and 2015 (in thousands):

Balance at December 28, 2014	    	$	8,555	 	
Net income	 	 	3,873	 	
Distributions	 	 	(4,000)	 	
Change in redemption value	 	 	(65)	 	
Balance at December 27, 2015	    	$	8,363	 	
Net income	 	 	3,665	 	
Distributions	 	 	(3,000)	 	
Change in redemption value	 	 	(567)	 	
Balance at December 25, 2016	 	$	8,461	 	

 
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7.  Acquisitions and Divestitures
 
Acquisitions
 
We acquired restaurants from our domestic franchisees in 2016, 2015 and 2014, which are summarized as follows:  

 	2016	 	2015	    	2014	 	
Number of restaurants acquired	25	 	7	 	13	 	
 	 	 	 	 	 	 	 	 	 	
Location of restaurants acquired	Florida, Georgia	 	North Carolina	 	Georgia, 	 	
 	Kentucky and	 	Missouri and	 	North Carolina	 	
 	Texas	 	Colorado	 	Illinois and	 	
 	 	 	 	 	 	 	Texas	 	
Purchase price (in thousands):	 	 	 	 	 	 	 	 	 	
Cash payment	$	13,352	 	$	922	 	$	4,773	 	
Cancellation of accounts and notes receivable	 	406	 	 	 —	 	 	412	 	
Total purchase price	$	13,758	 	$	922	 	$	5,185	 	
 	 	 	 	 	 	 	 	 	 	
Final fair value allocation of purchase price (in thousands):	 	 	 	 	 	 	 	 	 	
Property and equipment	$	1,362	 	$	648	 	$	555	 	
Franchise rights	 	2,092	 	 	113	 	 	844	 	
Goodwill	 	10,166	 	 	152	 	 	3,661	 	
Other	 	138	 	 	9	 	 	125	 	
Total purchase price	$	13,758	 	$	922	 	$	5,185	 	
 
The restaurant acquisitions described above were accounted for by the purchase method of accounting, whereby operating results subsequent to the acquisition date are included in our consolidated financial results. The excess of the purchase price over the aggregate fair value of net assets acquired was allocated to goodwill for the Domestic Company-owned restaurants segment and is eligible for deduction over 15 years under U.S. tax regulations. 
 
Divestitures
 
In the fourth quarter of 2016, we sold 42 Company-owned restaurants in Phoenix, AZ. The total consideration received was $16.8 million and was received in cash at closing. The sale of the restaurants resulted in an $11.6 million gain in 2016 and is recognized in refranchising and impairment gains/(losses), net in our consolidated statements of income. 
 
In September 2015, the Company decided to refranchise the China Company-owned market and is planning a sale of its existing China operations, consisting of 42 Company-owned restaurants and a commissary. We expect to sell the business during 2017; upon completion of the sale, the Company will not have any Company-owned international restaurants. We have classified the assets as held for sale within the consolidated balance sheet. Upon the classification of these assets to held for sale in 2015, no loss was recognized as their fair value exceeded their carrying value.
In 2016, due to the length of time the China operations had been on the market, we determined that the fair value no longer exceeded the carrying value of the associated assets held for sale.  Because of the decrease in fair value, we also reassessed the amount of goodwill that had been previously allocated to the assets held for sale based on the estimated fair value of the assets in relation to the fair value of the entire China reporting unit, which resulted in a reduction of the allocated goodwill to assets held for sale of $979,000.  As a result of our impairment analysis, we recorded an impairment loss of $1.4 million for the period ended December 25, 2016.  This amount is included in the refranchising and impairment gains/(losses), net in the consolidated statements of income.  This charge includes the a write-off of all goodwill associated with the assets held for sale, an impairment loss for stores we expect to close in 2017, and a valuation allowance on the remaining assets held for sale. See Note 5 for additional information on the determination of fair value on the assets held for sale.
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The following summarizes the associated assets that are classified as held for sale (in thousands):

 	 	 	December 25, 2016	 	 	December 27, 2015	 	
Inventories	 	$	621	 	$	667	 	
Prepaid expenses	 	 	517	 	 	672	 	
Net property and equipment	 	 	4,767	 	 	5,571	 	
Goodwill	 	 	 —	 	 	1,690	 	
Other assets	 	 	568	 	 	699	 	
Valuation allowance	 	 	(216)	 	 	 —	 	
Total assets held for sale	 	$	6,257	 	$	9,299	 	
 
The Company-owned China operations have incurred losses before income taxes of $2.3 million in 2016, $1.2 million in 2015, and $3.4 million in 2014. The loss in 2016 includes the impairment charge of $1.4 million noted above.  The loss in 2014 includes an impairment charge of $1.0 million for eleven Company-owned restaurants in China. These results are reported in our International segment.
 
8.  Goodwill and Other Intangibles
 
The following summarizes changes in the Company’s goodwill, by reporting segment (in thousands):

 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
 	 	Domestic Company- owned Restaurants	 	International (a)	 	All Others	 	Total	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance as of December 28, 2014	 	$	62,228	 	 	19,343	 	 	436	 	 	82,007	 	
Acquisitions (b)	 	 	135	 	 	 —	 	 	 —	 	 	135	 	
Reclassification to assets held for sale (c)	 	 	 —	 	 	(1,690)	 	 	 —	 	 	(1,690)	 	
Foreign currency adjustments	 	 	 —	 	 	(795)	 	 	 —	 	 	(795)	 	
Balance as of December 27, 2015	 	 	62,363	 	 	16,858	 	 	436	 	 	79,657	 	
Acquisitions (d)	 	 	10,166	 	 	 —	 	 	 —	 	 	10,166	 	
Divestitures (e)	 	 	(2,481)	 	 	 —	 	 	 —	 	 	(2,481)	 	
Adjustment to assets held for sale (c)	 	 	 —	 	 	979	 	 	 —	 	 	979	 	
Foreign currency adjustments	 	 	 —	 	 	(2,792)	 	 	 —	 	 	(2,792)	 	
Balance as of December 25, 2016	 	$	70,048	 	$	15,045	 	$	436	 	$	85,529	 	

 	(a)	 	The international goodwill balances for all years presented are net of accumulated impairment of $2.3 million associated with our PJUK reporting unit, which was recorded in fiscal 2008.	

 	(b)	 	Includes seven restaurants located in three domestic markets.	

 	(c)	 	Represents goodwill associated with the Company-owned China market. The goodwill was reclassified to assets held for sale, along with the other associated assets, in 2015 using a relative fair value approach. Based on an updated fair value analysis, the goodwill allocation was updated in 2016 and adjusted accordingly. See Note 7 for additional information.	

 	(d)	 	Includes 25 restaurants located in four domestic markets.	

 	(e)	 	Includes 42 restaurants located in one domestic market.	
 
For fiscal year 2016, we performed a qualitative analysis for our domestic Company-owned restaurants, China, and PJUK reporting units. For fiscal year 2015, we performed a qualitative analysis for our domestic   Company-owned restaurants and our PJUK reporting unit and a quantitative analysis for our China reporting unit.  For fiscal year 2014, we performed a quantitative analysis on each reporting unit. No impairment charges were recorded upon the completion of our goodwill impairment tests in 2014, 2015 and 2016, excluding the China goodwill allocated to assets held for sale in 2016.
 
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As part of our acquisitions of franchise restaurants, the Company records an intangible asset for the value of the franchise rights that are acquired.  The intangible is amortized on a straight-line basis over the term of the remaining franchise agreement as of the date of acquisition.   As of December 25, 2016 and December 27, 2015, the intangible was approximately $2.4 million and $700,000, respectively, net of accumulated amortization of $800,000 and $400,000, respectively.  Amortization expense related to the intangible was approximately $400,000 for the period ended December 25, 2016, and $200,000 for the periods ended December 27, 2015 and December 28, 2014. 
 
9.  Debt and Credit Arrangements
 
Long-term debt, net consists of the following (in thousands):

 	 	 	 	December 25,	 	 	December 27,	
 	 	 	 	2016	 	 	2015	
Outstanding debt	 	 	$	300,575	 	$	256,000	
Debt issuance costs	 	 	 	(755)	 	 	(854)	
Total long-term debt, net	 	 	$	299,820	 	$	255,146	
 	 	 	 	 	 	 	 	
Our outstanding debt is comprised entirely of an unsecured revolving line of credit (“Credit Facility”) with an expiration date of October 31, 2019. On June 8, 2016, we exercised our option to increase the amount available under our Credit Facility to $500 million from the previous $400 million availability.  Including outstanding letters of credit, the remaining availability under the Credit Facility was approximately $172.6 million as of December 25, 2016.
 
The interest rate charged on outstanding balances is LIBOR plus 75 to 175 basis points. The commitment fee on the unused balance ranges from 15 to 25 basis points.
 
The Credit Facility contains customary affirmative and negative covenants, including financial covenants requiring the maintenance of specified fixed charges and leverage ratios. At December 25, 2016, we were in compliance with these covenants.
 
We attempt to minimize interest risk exposure by fixing our rate through the utilization of interest rate swaps, which are derivative financial instruments. Our swaps are entered into with financial institutions and have reset dates and critical terms that match those of our existing debt and the anticipated critical terms of future debt. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk. Credit risk is due to the possible failure of the counterparty to perform under the terms of the derivative contract.
 
As of December 25, 2016, we have the following interest rate swap agreements, including three forward starting swaps executed in 2015 that will become effective in 2018 upon expiration of the two existing swaps for $125 million:

 	 	 	 	 	 	Fixed	 	 	
Effective Dates	 	Debt Amount	 	Rates	 	 	
July 30, 2013 through April 30, 2018	 	$	75	million  	 	1.42	%	 	
December 30, 2014 through April 30, 2018	 	$	50	million  	 	1.36	%	 	
April 30, 2018 through April 30, 2023	 	$	55	million  	 	2.33	%	 	
April 30, 2018 through April 30, 2023	 	$	35	million  	 	2.36	%	 	
April 30, 2018 through April 30, 2023	 	$	35	million  	 	2.34	%	 	
 
The effective portion of the gain or loss on the swaps is reported as a component of AOCL and reclassified into earnings in the same period or periods during which the swaps affect earnings. Gains or losses on the swaps representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Amounts payable or receivable under the swaps are accounted for as adjustments to interest expense.
 
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The following table provides information on the location and amounts of our swaps in the accompanying consolidated financial statements (in thousands):

 	 	Liability Derivatives	 	
 	 	 	 	Fair Value	 	Fair Value	 	
 	 	 	 	December 25,	 	December 27,	 	
 	 	Balance Sheet Location	 	2016	 	2015	 	
 	 	 	 	 	 	 	 	 	 	
Interest rate swaps	 	Other current and long-term liabilities	 	$	770	 	$	2,262	 	
 
There were no derivatives that were not designated as hedging instruments.
 
The effect of derivative instruments on the accompanying consolidated financial statements is as follows (in thousands):

 	 	 	 	 	 	 	 	 	 	Amount of Gain	 	
 	 	 	 	 	 	 	 	Location of Gain or	 	or (Loss)	 	
 	 	 	 	Location of Gain	 	Amount of Gain	 	(Loss) Recognized	 	Recognized in	 	
 	 	 	 	or (Loss)	 	or (Loss)	 	in Income on	 	Income on	 	
 	 	Recognized in	 	Reclassified	 	Reclassified	 	Derivative	 	Derivative	 	
Derivatives- Cash	 	AOCL on	 	from AOCL into	 	from AOCL into	 	(Ineffective Portion	 	(Ineffective	 	
Flow	 	Derivative	 	Income	 	Income	 	and Amount	 	Portion and Amount	 	
Hedging	 	(Effective	 	(Effective	 	(Effective	 	Excluded from	 	Excluded from	 	
Relationships	 	Portion)	 	Portion)	 	Portion)	 	Effectiveness Testing)	 	Effectiveness Testing)	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate swaps:	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2016	 	$	940	 	 	Interest expense	 	$	(1,161)	 	 	Interest expense	 	$	 —	 	
2015	 	$	(1,163)	 	 	Interest expense	 	$	(1,563)	 	 	Interest expense	 	$	 —	 	
2014	 	$	(164)	 	 	Interest expense	 	$	(996)	 	 	Interest expense	 	$	 —	 	
 
The weighted average interest rates for the Credit Facility, including the impact of the previously mentioned swap agreements, were 2.1%, 2.0% and 1.7% in fiscal 2016, 2015 and 2014, respectively. Interest paid, including payments made or received under the swaps, was $7.1 million in 2016, $5.3 million in 2015 and $3.7 million in 2014. As of December 25, 2016, the portion of the $770,000 liability associated with the interest rate swap that would be reclassified into earnings during the next 12 months as interest expense approximates $391,000.
 
10.  Net Property and Equipment
 
Net property and equipment consists of the following (in thousands):

 	    	December 25,	    	December 27,	 	
 	 	2016	    	2015	 	
Land	 	$	34,009	 	$	32,795	 	
Buildings and improvements	 	 	90,892	 	 	87,010	 	
Leasehold improvements	 	 	112,815	 	 	110,903	 	
Equipment and other	 	 	357,242	 	 	333,884	 	
Construction in progress	 	 	22,399	 	 	10,970	 	
Total property and equipment	 	 	617,357	 	 	575,562	 	
Accumulated depreciation and amortization	 	 	(386,884)	 	 	(361,518)	 	
Net property and equipment	 	$	230,473	 	$	214,044	 	

 
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11.  Notes Receivable
 
Selected franchisees have borrowed funds from the Company, principally for use in the construction and development of their restaurants. We have also entered into loan agreements with certain franchisees that purchased restaurants from us or from other franchisees. Loans outstanding were approximately $13.6 million and $18.9 million on a consolidated basis as of December 25, 2016 and December 27, 2015, respectively, net of allowance for doubtful accounts.
 
Notes receivable bear interest at fixed or floating rates and are generally secured by the assets of each restaurant and the ownership interests in the franchisee. The carrying amounts of the loans approximate fair value. Interest income recorded on franchisee loans was approximately $684,000 in 2016, $731,000 in 2015 and $658,000 in 2014 and is reported in investment income in the accompanying consolidated statements of income.
 
Based on our review of certain borrowers’ economic performance and underlying collateral value, we established allowances of $2.8 million and $3.7 million as of December 25, 2016 and December 27, 2015, respectively, for potentially uncollectible notes receivable. The following summarizes changes in our notes receivable allowance for doubtful accounts (in thousands):

Balance as of December 28, 2014	    	$	3,132	 	
Recovered from costs and expenses	 	 	(100)	 	
Additions, net of notes written off	 	 	621	 	
Balance as of December 27, 2015	 	 	3,653	 	
Recovered from costs and expenses	 	 	(250)	 	
Deductions, including notes written off	 	 	(644)	 	
Balance as of December 25, 2016	 	$	2,759	 	

12. Insurance Reserves
 
The following table summarizes changes in our insurance program reserves (in thousands):

Balance as of December 28, 2014	    	$	25,411	 	
Additions	 	 	39,272	 	
Payments	 	 	(34,133)	 	
Balance as of December 27, 2015	 	 	30,550	 	
Additions	 	 	42,508	 	
Payments	 	 	(37,615)	 	
Balance as of December 25, 2016	 	$	35,443	 	
 
We are a party to standby letters of credit with off-balance sheet risk associated with our insurance programs. The total amount committed under letters of credit for these programs was $26.8 million at December 25, 2016.
 
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13.  Accrued Expenses and Other Current Liabilities
 
Accrued expenses and other current liabilities consist of the following (in thousands):

 	    	December 25,	    	December 27,	 	
 	 	2016	    	2015	 	
Salaries, benefits and bonuses	 	$	26,623	 	$	24,124	 	
Insurance reserves, current	 	 	16,993	 	 	13,382	 	
Purchases	 	 	13,909	 	 	10,504	 	
Customer loyalty program	 	 	3,339	 	 	2,734	 	
Rent	 	 	3,073	 	 	1,940	 	
Marketing	 	 	1,883	 	 	1,977	 	
Deposits	 	 	1,771	 	 	2,953	 	
Utilities	 	 	1,420	 	 	1,621	 	
Consulting and professional fees	 	 	999	 	 	1,324	 	
Legal costs*	 	 	675	 	 	13,163	 	
Other	 	 	6,104	 	 	7,196	 	
Total	 	$	76,789	 	$	80,918	 	

* Includes a $12.3 million legal settlement in 2015 (See Note 17).

14.  Other Long-term Liabilities
 
Other long-term liabilities consist of the following (in thousands):

 	 	December 25,	    	December 27,	 	
 	 	2016	 	2015	 	
Deferred compensation plan	 	$	22,047	 	$	18,483	 	
Insurance reserves	 	 	18,450	 	 	17,168	 	
Accrued rent	 	 	6,337	 	 	5,216	 	
Other	 	 	6,259	 	 	6,739	 	
Total	 	$	53,093	 	$	47,606	 	

15.  Income Taxes
 
A summary of the provision for income taxes follows (in thousands):

 	    	2016	    	2015	    	2014	 	
Current:	 	 	 	 	 	 	 	 	 	 	
Federal	 	$	32,477	 	$	36,077	 	$	26,919	 	
Foreign	 	 	2,669	 	 	4,183	 	 	2,368	 	
State and local	 	 	2,947	 	 	3,169	 	 	2,849	 	
Deferred	 	 	11,624	 	 	(6,246)	 	 	4,422	 	
Total	 	$	49,717	 	$	37,183	 	$	36,558	 	
 
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Significant deferred tax assets (liabilities) follow (in thousands):

 	    	December 25,	    	December 27,	 	
 	 	2016	    	2015	 	
Accrued liabilities	 	$	14,479	 	$	19,277	 	
Accrued bonuses	 	 	5,399	 	 	4,621	 	
Other assets and liabilities	 	 	12,434	 	 	11,488	 	
Equity awards	 	 	7,704	 	 	6,866	 	
Other	 	 	3,716	 	 	3,662	 	
Foreign net operating losses	 	 	3,418	 	 	4,769	 	
Foreign tax credit carryforwards	 	 	2,347	 	 	 —	 	
Total deferred tax assets	 	 	49,497	 	 	50,683	 	
Valuation allowance on foreign net operating and capital losses, foreign deferred tax assets, and foreign tax credit carryforwards	 	 	(5,462)	 	 	(2,866)	 	
Total deferred tax assets, net of valuation allowances	 	 	44,035	 	 	47,817	 	
 	 	 	 	 	 	 	 	
Deferred expenses	 	 	(9,544)	 	 	(6,861)	 	
Accelerated depreciation	 	 	(25,072)	 	 	(21,434)	 	
Goodwill	 	 	(18,480)	 	 	(16,752)	 	
Other	 	 	(217)	 	 	(4,965)	 	
Total deferred tax liabilities	 	 	(53,313)	 	 	(50,012)	 	
Net deferred liability	 	$	(9,278)	 	$	(2,195)	 	
 
The Company had approximately $14.5 million and $21.9 million of foreign tax net operating loss carryovers as of December 25, 2016 and December 27, 2015, respectively.  The Company had approximately $3.1 million and $2.9 million of a valuation allowance primarily related to these foreign net operating losses as of December 25, 2016 and December 27, 2015, respectively. A substantial majority of our foreign tax net operating losses do not have an expiration date. 
 
In addition, the Company had approximately $2.3 million in foreign tax credit carryforwards as of December 25, 2016 that expire 10 years from inception, or 2025.  Our ability to utilize these foreign tax credit carryforwards is dependent on our ability to generate foreign earnings in future years sufficient to claim foreign tax credits in excess of foreign taxes paid in those years.  The Company provided a full valuation allowance of $2.3 million for these foreign tax credit carryforwards as we believe realization based on the more-likely-than-not criteria has not been met as of December 25, 2016.
 
The reconciliation of income tax computed at the U.S. federal statutory rate to income tax expense for the years ended December 25, 2016, December 27, 2015 and December 28, 2014 is as follows in both dollars and as a percentage of income before income taxes ($ in thousands):

 	 	2016	 	2015	 	2014	 	
 	    	Income Tax	 	Income	 	    Income Tax	 	Income	 	Income Tax	 	Income	 	
 	 	Expense	 	Tax Rate	 	Expense	 	Tax Rate	 	Expense	 	Tax Rate	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tax at U.S. federal statutory rate	 	$	55,583	 	35.0	%  	 	$	41,702	 	35.0	%  	 	$	39,989	 	35.0	%	 	
State and local income taxes	 	 	2,972	 	1.9	%  	 	 	2,106	 	1.8	%  	 	 	1,896	 	1.7	%	 	
Foreign income taxes	 	 	3,143	 	2.0	%  	 	 	2,432	 	2.0	%  	 	 	2,368	 	2.1	%	 	
Income of consolidated partnerships attributable to noncontrolling interests	 	 	(2,312)	 	(1.4)	%  	 	 	(2,311)	 	(1.9)	%  	 	 	(1,608)	 	(1.4)	%	 	
Non-qualified deferred compensation plan (income) loss	 	 	(428)	 	(0.3)	%  	 	 	218	 	0.2	%  	 	 	(171)	 	(0.2)	%	 	
Tax credits	 	 	(6,771)	 	(4.3)	%  	 	 	(4,846)	 	(4.1)	%  	 	 	(3,906)	 	(3.4)	%	 	
Other	 	 	(2,470)	 	(1.6)	%  	 	 	(2,118)	 	(1.8)	%  	 	 	(2,010)	 	(1.8)	%	 	
Total	 	$	49,717	 	31.3	%  	 	$	37,183	 	31.2	%  	 	$	36,558	 	32.0	%	 	
 
Income taxes paid were $35.1 million in 2016, $23.3 million in 2015 and $27.0 million in 2014.
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The Company files income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company, with few exceptions, is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2012. The Company is currently undergoing examinations by various tax authorities. The Company anticipates that the finalization of these current examinations and other issues could result in a decrease in the liability for unrecognized tax benefits (and a decrease of income tax expense) of approximately $267,000 during the next 12 months.
 
The Company had $4.8 million of unrecognized tax benefits at December 25, 2016 of which, if recognized, would affect the effective tax rate. A reconciliation of the beginning and ending liability for unrecognized tax benefits excluding interest and penalties is as follows, which is recorded as an other long-term liability (in thousands):

Balance at December 28, 2014	    	$	4,328	 	
Additions for tax positions of current year	 	 	529	 	
Additions for tax positions of prior years	 	 	2,005	 	
Reductions for lapse of statute of limitations	 	 	(1,192)	 	
Balance at December 27, 2015	 	 	5,670	 	
Additions for tax positions of current year	 	 	126	 	
Additions for tax positions of prior years	 	 	183	 	
Reductions for lapse of statute of limitations	 	 	(1,152)	 	
Balance at December 25, 2016	 	$	4,827	 	
 
The Company’s 2016 and 2015 income tax expense includes a benefit of $278,000 and $217,000, respectively. The Company has accrued approximately $544,000 and $825,000 for the payment of interest and penalties as of December 25, 2016 and December 27, 2015, respectively.
 
16.  Related Party Transactions
 
Certain of our officers own equity interests in entities that franchise restaurants. Following is a summary of full-year transactions and year-end balances with PJMF and franchisees owned by related parties (in thousands):

 	    	2016	    	2015	    	2014	 	
Revenues from affiliates:	 	 	 	 	 	 	 	 	
North America commissary sales and other sales	 	$	2,620	 	$	2,730	 	$	3,161	 	
North America franchise royalties and fees	 	 	413	 	 	394	 	 	385	 	
Total	 	$	3,033	 	$	3,124	 	$	3,546	 	

 	 	 	 	 	 	 	 	
 	    	December 25,	    	December 27,	 	
 	 	2016	 	2015	 	
Accounts receivable affiliates	 	$	105	 	$	157	 	
Accounts payable affiliates	 	$	12	 	$	 —	 	
 
The revenues from affiliates were at rates and terms available to independent franchisees.
 
We paid $732,000 in 2016, $653,000 in 2015 and $770,000 in 2014 for charter aircraft services provided by an entity owned by our Founder, Chairman and Chief Executive Officer.
 
We had the following transactions with PJMF: 
 
 	·	 	PJMF reimbursed Papa John’s $1.1 million, $841,000 and $634,000 in 2016, 2015, and 2014, respectively, for certain costs associated with national pizza giveaways awarded to our online loyalty program customers.	
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 	·	 	PJMF reimbursed Papa John’s $1.4 million in 2016 and 2015, and $1.2 million in 2014 for certain administrative services (i.e., marketing, accounting, and information services), graphic design services, services and expenses of our founder as brand spokesman, and for software maintenance fees.	
 
17.  Litigation, Commitments and Contingencies
 
Litigation
 
The Company is involved in a number of lawsuits, claims, investigations and proceedings, including those specifically identified below, consisting of intellectual property, employment, consumer, commercial and other matters arising in the ordinary course of business. In accordance with ASC 450 “Contingencies,” the Company has made accruals with respect to these matters, where appropriate, which are reflected in the Company’s financial statements. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.
 
Perrin v. Papa John’s International, Inc. and Papa John’s USA, Inc. was a conditionally certified collective and class action filed in August 2009 in the United States District Court, Eastern District of Missouri (“the Court”), alleging that delivery drivers were not properly reimbursed for mileage and expenses in accordance with the Fair Labor Standards Act (“FLSA”). Approximately 3,900 drivers out of a potential class size of 28,800 opted into the action. In December 2013, the Court granted a motion for class certification in five additional states, which added approximately 15,000 plaintiffs to the case. Though the Company denied any wrongdoing in this matter, the parties reached a settlement in principle, which was preliminarily approved by the Court in September 2015. With the preliminary settlement agreement, the Company recorded an expense of $12.3 million in June 2015 under the provisions of ASC 450, Contingencies. This amount is separately reported as a legal settlement in the consolidated statements of income. The Court issued its final order approving the settlement on January 12, 2016 and payments were distributed.  The settlement amount was finalized and paid in 2016 and the expense was adjusted accordingly with a reduction of approximately $900,000.
 
Leases
 
We lease office, retail and commissary space under operating leases, which have an average term of five years and provide for at least one renewal. Certain leases further provide that the lease payments may be increased annually based on the fixed rate terms or adjustable terms such as the Consumer Price Index. We also lease the tractors and trailers used by our distribution subsidiary, PJFS, for an average period of seven years. PJUK, our subsidiary located in the United Kingdom, also leases certain retail space, which is primarily subleased to our franchisees. Beginning in 2016, we reported this sublease rental income on a gross basis in our consolidated statements of income. Prior to 2016, this sublease rental income was reported on a net basis with lease expense. Total sublease payments for sites to our franchisees and other third parties, the majority of which were with PJUK, in 2016, 2015 and 2014 were $7.5 million, $6.5 million and $6.7 million, respectively.
 
Total lease expense was $45.0 million in 2016.  Total lease expense, net of sublease payments received, was $36.2 million in 2015 and $34.7 million in 2014.

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Future lease costs and future expected sublease payments as of December 25, 2016, are as follows (in thousands):

 	    	 	    	Future	 	
 	 	 	 	Expected	 	
 	 	Gross Lease	 	Sublease	 	
Year	 	Costs	 	Payments	 	
2017	 	$	40,978	 	$	6,099	 	
2018	 	 	37,135	 	 	6,025	 	
2019	 	 	30,415	 	 	6,271	 	
2020	 	 	22,497	 	 	5,733	 	
2021	 	 	16,424	 	 	5,447	 	
Thereafter	 	 	54,413	 	 	37,085	 	
Total	 	$	201,862	 	$	66,660	 	
 
The Company’s headquarters facility is leased under a capital lease arrangement with the City of Jeffersontown, Kentucky in connection with the issuance of $80.2 million in Industrial Revenue Bonds. The bonds are held 100% by the Company and, accordingly, the bond obligation and investment and related interest income and expense are eliminated in the consolidated financial statements resulting in the Company’s net investment cost being reported in net property and equipment.
 
As a result of assigning our interest in obligations under property leases as a condition of the refranchising of certain restaurants, we are contingently liable for payment of approximately 44 domestic leases. These leases have varying terms, the latest of which expires in 2022. As of December 25, 2016, the estimated maximum amount of undiscounted payments the Company could be required to make in the event of nonpayment by the primary lessees was $4.1 million. The fair value of the guarantee is not material.

18.  Equity Compensation
 
We award stock options, time-based restricted stock and performance-based restricted stock units from time to time under the Papa John’s International, Inc. 2011 Omnibus Incentive Plan.
 
There are approximately 6.5 million shares of common stock authorized for issuance and remaining available under the 2011 Omnibus Incentive Plan as of December 25, 2016. Option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Options outstanding as of December 25, 2016 generally expire ten years from the date of grant and generally vest over a three-year period.
 
We recorded stock-based employee compensation expense of $10.1 million in 2016, $9.4 million in 2015 and $8.7 million in 2014. The total income tax benefit recognized in the consolidated income statement for share-based compensation arrangements was $3.7 million in 2016, $3.5 million in 2015 and $3.2 million in 2014. At December 25, 2016, there was $8.4 million of unrecognized compensation cost related to nonvested option awards, time-based restricted stock and performance-based restricted stock units, of which the Company expects to recognize $6.1 million in 2017, $2.1 million in 2018 and $250,000 in 2019.
 
Stock Options
 
Options exercised, which were issued from authorized shares, included 478,000 shares in 2016, 441,000 shares in 2015 and 759,000 shares in 2014. The total intrinsic value of the options exercised during 2016, 2015 and 2014 was $18.6 million, $20.3 million and $25.3 million, respectively. Cash received upon the exercise of stock options was $7.1 million, $5.2 million and $5.8 million during 2016, 2015 and 2014, respectively, and the related tax benefits realized were approximately $6.9 million, $7.5 million and $9.4 million during the corresponding periods.
 
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Information pertaining to option activity during 2016 is as follows (number of options and aggregate intrinsic value in thousands):

 	    	    	    	    	 	    	Weighted	    	    	 	 	
 	 	 	 	 	 	 	Average	 	 	 	 	
 	 	 	 	Weighted	 	Remaining	 	 	 	 	
 	 	Number	 	Average	 	Contractual	 	Aggregate	 	
 	 	of	 	Exercise	 	Term	 	Intrinsic	 	
 	 	Options	 	Price	 	(In Years)	 	Value	 	
Outstanding at December 27, 2015	 	1,419	 	$	35.10	 	 	 	 	 	 	
Granted	 	403	 	 	59.35	 	 	 	 	 	 	
Exercised	 	(478)	 	 	22.57	 	 	 	 	 	 	
Cancelled	 	(28)	 	 	58.47	 	 	 	 	 	 	
Outstanding at December 25, 2016	 	1,316	 	$	46.58	 	7.50	 	$	53,153	 	
Exercisable at December 25, 2016	 	652	 	$	32.91	 	6.30	 	$	35,233	 	
 
The following is a summary of the significant assumptions used in estimating the fair value of options granted in 2016, 2015 and 2014:

 	    	2016	    	2015	    	2014	 	
 	 	 	 	 	 	 	 	
Assumptions (weighted average):	 	 	 	 	 	 	 	
Risk-free interest rate	 	1.3	%  	1.6	%  	1.8	%	
Expected dividend yield	 	1.2	%  	0.9	%  	1.0	%	
Expected volatility	 	27.4	%  	28.5	%  	35.7	%	
Expected term (in years)	 	5.5	 	5.5	 	6.0	 	
 
The risk-free interest rate for the periods within the contractual life of an option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield was estimated as the annual dividend divided by the market price of the Company’s shares on the date of grant. Expected volatility was estimated by using the Company’s historical share price volatility for a period similar to the expected life of the option.
 
Options granted generally vest in equal installments over three years and expire ten years after grant. The expected term for these options represents the period of time that options granted are expected to be outstanding. The expected term for 2016 and 2015 was calculated using historical experience and the expected term for 2014 was calculated using the simplified method prescribed by Securities and Exchange Commission rules and regulations because the expiration term of our options increased from five to ten years and there was insufficient historical detail to be used to estimate the expected term.
 
The weighted average grant-date fair values of options granted during 2016, 2015 and 2014 was $13.96, $16.93 and $16.48, respectively. The Company granted options to purchase 403,000, 330,000 and 293,000 shares in 2016, 2015 and 2014, respectively.
 
Restricted Stock and Restricted Stock Units
 
We granted shares of restricted stock that are time-based and generally vest in equal installments over three years (85,000 in 2016, 76,000 in 2015 and 89,000 in 2014). Upon vesting, the shares are issued from treasury stock. These restricted shares are intended to focus participants on our long-range objectives, while at the same time serving as a retention mechanism. We consider time-based restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights. We declared dividends totaling $117,000 ($0.75 per share) in 2016, $110,000 ($0.63 per share) in 2015 and $128,000 ($0.53 per share) in 2014 to holders of time-based restricted stock.
 
Additionally, we granted stock settled performance-based restricted stock units to executive management (14,000 in 2016, 12,000 in 2015, and 17,000 in 2014). The vesting of these awards (a three-year cliff vest) is dependent upon the Company’s
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achievement of a compounded annual growth rate of earnings per share and the achievement of certain sales and unit growth metrics. Upon vesting, the shares are issued from authorized shares.
 
The fair value of both time-based restricted stock and performance-based restricted stock units is based on the market price of the Company’s shares on the grant date. Information pertaining to these awards during 2016 is as follows (shares in thousands):
 	 	 	 	 	 	 	
 	    	    	    	Weighted	 	
 	 	 	 	Average	 	
 	 	 	 	Grant-Date	 	
 	 	Shares	 	Fair Value	 	
Total as of December 27, 2015	 	184	 	 	51.21	 	
Granted	 	99	 	 	59.57	 	
Incremental Performance Shares*	 	 —	 	 	 —	 	
Forfeited	 	(7)	 	 	58.80	 	
Vested	 	(91)	 	 	43.35	 	
Total as of December 25, 2016	 	185	 	$	59.21	 	

* No performance shares vested in 2016.

 
19.  Employee Benefit Plans
 
We have established the Papa John’s International, Inc. 401(k) Plan (the “401(k) Plan”), as a defined contribution benefit plan, in accordance with Section 401(k) of the Internal Revenue Code. The 401(k) Plan is open to employees who meet certain eligibility requirements and allows participating employees to defer receipt of a portion of their compensation and contribute such amount to one or more investment funds. At our discretion, we may make matching contribution payments, which are subject to vesting based on an employee’s length of service with us.
 
In addition, we maintain a non-qualified deferred compensation plan available to certain employees and directors. Under this plan, the participants may defer a certain amount of their compensation, which is credited to the participants’ accounts. The participant-directed investments associated with this plan are included in other long-term assets ($21.7 million and $17.9 million at December 25, 2016 and December 27, 2015, respectively) and the associated liabilities ($22.0 million and $18.5 million at December 25, 2016 and December 27, 2015, respectively) are included in other long-term liabilities in the accompanying consolidated balance sheets.                      
 
At our discretion, we contributed a matching payment of 3%, up to a maximum of 6% deferred, in 2016 and 2015, and 1.5%, up to a maximum of 6% deferred, in 2014, of a participating employee’s earnings deferred into both the 401(k) Plan and the non-qualified deferred compensation plan. Such costs were $2.6 million in 2016, $1.5 million in 2015 and $734,000 in 2014.

20.  Segment Information
 
We have five reportable segments for all years presented: domestic Company-owned restaurants, North America commissaries, North America franchising, international operations, and “all other” units. The domestic Company-owned restaurant segment consists of the operations of all domestic (“domestic” is defined as contiguous United States) Company-owned restaurants and derives its revenues principally from retail sales of pizza and side items, including breadsticks, cheesesticks, chicken poppers and wings,   dessert items and canned or bottled   beverages. The North America commissary segment consists of the operations of our regional dough production and product distribution centers and derives its revenues principally from the sale and distribution of food and paper products to domestic Company-owned and franchised restaurants in the United States and Canada. The North America franchising segment consists of our franchise sales and support activities and derives its revenues from sales of franchise and development rights and collection of royalties from our franchisees located in the United States and Canada. The international operations segment principally consists of our Company-owned restaurants in China and distribution sales to franchised Papa John’s restaurants located in the United
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Kingdom, Mexico and China and our franchise sales and support activities, which derive revenues from sales of franchise and development rights and the collection of royalties from our international franchisees. International franchisees are defined as all franchise operations outside of the United States and Canada. All other business units that do not meet the quantitative thresholds for determining reportable segments, which are not operating segments, we refer to as our “all other” segment, which consists of operations that derive revenues from the sale, principally to Company-owned and franchised restaurants, of printing and promotional items, risk management services, and information systems and related services used in restaurant operations, including our point-of-sale system, online and other technology-based ordering platforms.
 
Generally, we evaluate performance and allocate resources based on profit or loss from operations before income taxes and   intercompany eliminations. Certain administrative and capital costs are allocated to segments based upon predetermined rates or actual estimated resource usage. We account for intercompany sales or transfers as if the sales or transfers were to third parties and eliminate the activity in consolidation.
 
Our reportable segments are business units that provide different products or services. Separate management of each segment is required because each business unit is subject to different operational issues and strategies. No single external customer accounted for 10% or more of our consolidated revenues. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2).
 
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Our segment information is as follows:

(In thousands)	 	2016	    	2015	    	 	2014	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Revenues from external customers:	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurants	 	$	815,931	 	$	756,307	 	$	701,854	 	 	
North America commissaries	 	 	623,883	 	 	615,610	 	 	629,492	 	 	
North America franchising	 	 	102,980	 	 	96,056	 	 	90,169	 	 	
International	 	 	113,103	 	 	104,691	 	 	102,455	 	 	
All others	 	 	57,723	 	 	64,711	 	 	74,179	 	 	
Total revenues from external customers	 	$	1,713,620	 	$	1,637,375	 	$	1,598,149	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Intersegment revenues:	 	 	 	 	 	 	 	 	 	 	 	
North America commissaries	 	$	236,896	 	$	224,067	 	$	220,406	 	 	
North America franchising	 	 	2,869	 	 	2,690	 	 	2,400	 	 	
International	 	 	269	 	 	292	 	 	320	 	 	
All others	 	 	16,410	 	 	14,821	 	 	22,851	 	 	
Total intersegment revenues	 	$	256,444	 	$	241,870	 	$	245,977	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization:	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurants	 	$	16,028	 	$	14,841	 	$	13,829	 	 	
North America commissaries	 	 	6,027	 	 	6,205	 	 	6,776	 	 	
International	 	 	2,188	 	 	2,935	 	 	3,903	 	 	
All others	 	 	3,830	 	 	4,829	 	 	6,156	 	 	
Unallocated corporate expenses	 	 	12,914	 	 	11,497	 	 	9,301	 	 	
Total depreciation and amortization	 	$	40,987	 	$	40,307	 	$	39,965	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) before income taxes:	 	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurants (1)	 	$	75,136	 	$	56,452	 	$	40,969	 	 	
North America commissaries	 	 	46,325	 	 	44,721	 	 	39,317	 	 	
North America franchising	 	 	91,669	 	 	83,315	 	 	77,009	 	 	
International (2)	 	 	11,408	 	 	10,891	 	 	7,250	 	 	
All others	 	 	1,467	 	 	845	 	 	(9)	 	 	
Unallocated corporate expenses (3)	 	 	(64,791)	 	 	(75,896)	 	 	(49,440)	 	 	
Elimination of intersegment profit	 	 	(2,405)	 	 	(1,181)	 	 	(841)	 	 	
Total income before income taxes	 	$	158,809	 	$	119,147	 	$	114,255	 	 	

 	(1)	 	Includes an $11.6 million refranchising gain in 2016. See Note 7 for additional information.	

 	(2)	 	Includes a $1.4 million impairment loss in 2016.  See Note 7 for additional information.	

 	(3)	 	Includes a ($900,000) million legal settlement in 2016 and a $12.3 million legal settlement in 2015. See Note 17 for additional information.	

 
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(In thousands)	    	2016	    	2015	    	2014	 	
 	 	 	 	 	 	 	 	 	 	 	
Property and equipment:	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurants	 	$	225,081	 	$	223,246	 	$	208,488	 	
North America commissaries	 	 	128,469	 	 	110,344	 	 	107,992	 	
International	 	 	15,673	 	 	14,826	 	 	25,443	 	
All others	 	 	55,586	 	 	47,481	 	 	46,013	 	
Unallocated corporate assets	 	 	192,548	 	 	179,665	 	 	169,105	 	
Accumulated depreciation and amortization	 	 	(386,884)	 	 	(361,518)	 	 	(337,584)	 	
Net property and equipment	 	$	230,473	 	$	214,044	 	$	219,457	 	
 	 	 	 	 	 	 	 	 	 	 	
Expenditures for property and equipment:	 	 	 	 	 	 	 	 	 	 	
Domestic Company-owned restaurants	 	$	16,257	 	$	14,631	 	$	23,475	 	
North America commissaries	 	 	14,164	 	 	3,924	 	 	5,756	 	
International	 	 	4,390	 	 	4,540	 	 	1,708	 	
All others	 	 	7,897	 	 	4,701	 	 	5,906	 	
Unallocated corporate	 	 	12,846	 	 	11,176	 	 	11,810	 	
Total expenditures for property and equipment	 	$	55,554	 	$	38,972	 	$	48,655	 	

21.  Quarterly Data - Unaudited, in Thousands, except Per Share Data
 
Our quarterly select financial data is as follows:

 	 	Quarter	 	
2016	    	1st	    	2nd	    	3rd	    	4th	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	$	428,595	 	$	422,964	 	$	422,442	 	$	439,619	 	
Operating income	 	 	42,898	 	 	36,831	 	 	33,383	 	 	51,411	 	
Net income attributable to the Company (a)	 	 	26,182	 	 	22,541	 	 	21,467	 	 	32,630	 	
Basic earnings per common share (a)	 	$	0.69	 	$	0.61	 	$	0.57	 	$	0.89	 	
Diluted earnings per common share (a)	 	$	0.69	 	$	0.61	 	$	0.57	 	$	0.88	 	
Dividends declared per common share	 	$	0.175	 	$	0.175	 	$	0.200	 	$	0.200	 	

 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Quarter	 	
2015	    	1st	    	2nd	    	3rd	    	4th	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	$	432,284	 	$	398,991	 	$	389,284	 	$	416,816	 	
Operating income	 	 	37,645	 	 	30,996	 	 	27,437	 	 	40,229	 	
Net income attributable to the Company (b)	 	 	22,236	 	 	10,780	 	 	17,971	 	 	24,695	 	
Basic earnings per common share (b)	 	$	0.56	 	$	0.27	 	$	0.46	 	$	0.63	 	
Diluted earnings per common share (b)	 	$	0.55	 	$	0.27	 	$	0.45	 	$	0.62	 	
Dividends declared per common share	 	$	0.140	 	$	0.140	 	$	0.175	 	$	0.175	 	

 	(a)	 	The fourth quarter of 2016 includes an after tax gain of $7.3 million and a favorable impact of $0.19 on basic and diluted EPS from the sale of a domestic Company-owned market to a franchisee, and an after tax loss of $900,000 and an unfavorable impact of $0.02 on basic and diluted EPS from an impairment charge related to our company-owned stores in China that are currently for sale. See Note 7 for additional information. The fourth quarter of 2016 also includes an after tax gain of $600,000 and favorable impact of $0.02 on basic and diluted EPS related to a legal settlement. See Note 17 for additional information. 	

 	(b)	 	The second quarter of 2015 includes an after tax legal settlement of $8.0 million and an unfavorable impact of $0.20 on basic and diluted earnings per share.  See Note 17 for additional information. 	

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All quarterly information is presented in 13-week periods. Quarterly earnings per share on a full-year basis may not agree to the consolidated statements of income due to rounding.
 
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A. Controls and Procedures
 
 	(a)	 	Evaluation of Disclosure Controls and Procedures	
 
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective.
 
 	(b)	 	Management’s Report on our Internal Control over Financial Reporting	
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and the board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control — Integrated Framework  issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 Framework). Based on our evaluation under the COSO 2013 Framework, our management concluded that our internal control over financial reporting was effective as of December 25, 2016.
 
Ernst & Young LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of its audit, has issued an attestation report, included herein, on the effectiveness of our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Papa John’s International, Inc. and Subsidiaries 
 
We have audited Papa John’s International, Inc. and Subsidiaries’ internal control over financial reporting as of December 25, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).  Papa John’s International, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management’s Report on our Internal Control over Financial Reporting.”  Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A 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 financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Papa John’s International, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 25, 2016, based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 25, 2016 and December 27, 2015, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 25, 2016 of Papa John’s International, Inc. and Subsidiaries and our report dated February 21, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Louisville, Kentucky
February 21, 2017
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 	(c)	 	Changes in Internal Control over Financial Reporting	
 
There were no changes in our internal control over financial reporting during the quarter ended December 25, 2016 that have materially affected, or are 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 executive officers is included above under the caption “Executive Officers of the Registrant” at the end of Part I of this Report. Other information regarding directors, executive officers and corporate governance appearing under the captions “Corporate Governance,” “Item 1, Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Executive Compensation / Compensation Discussion and Analysis” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
 
We have adopted a written code of ethics that applies to our directors, officers and employees. We intend to post all required disclosures concerning any amendments to or waivers from, our code of ethics on our website to the extent permitted by NASDAQ. Our code of ethics can be found on our website, which is located at www.papajohns.com.
 
Item 11.  Executive Compensation
 
Information regarding executive compensation appearing under the captions “Executive Compensation / Compensation Discussion and Analysis,” “Compensation Committee Report” and “Certain Relationships and Related Transactions — Compensation Committee Interlocks and Insider Participation” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table provides information as of December 25, 2016 regarding the number of shares of the Company’s common stock that may be issued under the Company’s equity compensation plans.

 	    	 	    	 	 	    	(c)	
 	 	(a)	 	(b)	 	Number of securities	
 	 	Number of	 	Weighted	 	remaining available	
 	 	securities to be	 	average	 	for future issuance	
 	 	issued upon exercise	 	exercise price	 	under equity	
 	 	of outstanding	 	of outstanding	 	compensation plans,	
 	 	options, warrants	 	options, warrants	 	excluding securities	
Plan Category	 	and rights	 	and rights	 	reflected in column (a)	
 	 	 	 	 	 	 	 	
Equity compensation plans approved by security holders	 	1,315,632	 	$	46.58	 	6,456,046	
Equity compensation plans not approved by security holders *	 	158,969	 	 	 	 	 	
Total	 	1,474,601	 	$	46.58	 	6,456,046	

*Represents shares of common stock issuable pursuant to the non-qualified deferred compensation plan. The weighted average exercise price (column b) does not include any assumed price for issuance of shares pursuant to the non-qualified deferred compensation plan.
 
Information regarding security ownership of certain beneficial owners and management and related stockholder matters appearing under the caption “Security Ownership of Certain Beneficial Owners and Management” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
 
Item 13.  Certain Relationships and Related Transactions, and Director Independence
 
Information regarding certain relationships and related transactions, and director independence appearing under the captions “Corporate Governance” and “Certain Relationships and Related Transactions” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
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Item 14.  Principal Accounting Fees and Services
 
Information regarding principal accounting fees and services appearing under the caption “Ratification of the Selection of Independent Auditors” is incorporated by reference from the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Report.
 
PART IV
 
Item 15.  Exhibits, Financial Statement Schedules
 
(a)(1)Financial Statements:
 
The following consolidated financial statements, notes related thereto and report of independent auditors are included in Item 8 of this Report:
 
 	·	 	Report of Independent Registered Public Accounting Firm	

 	·	 	Consolidated Statements of Income for the years ended December 25, 2016, December 27, 2015 and December 28, 2014	

 	·	 	Consolidated Statements of Comprehensive Income for the years ended December 25, 2016, December 27, 2015 and December 28, 2014	

 	·	 	Consolidated Balance Sheets as of December 25, 2016 and December 27, 2015	

 	·	 	Consolidated Statements of Stockholders’ Equity for the years ended December 25, 2016, December 27, 2015 and December 28, 2014	

 	·	 	Consolidated Statements of Cash Flows for the years ended December 25, 2016, December 27, 2015 and December 28, 2014	

 	·	 	Notes to Consolidated Financial Statements	
 
(a)(2)Financial Statement Schedules:
 
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Schedule II - Valuation and Qualifying Accounts

 	    	    	 	    	Charged to	    	    	 	    	 	    	 	
 	 	Balance at	 	(recovered from)	 	 	 	 	 	Balance at	
 	 	Beginning of	 	Costs and	 	Additions /	 	 	End of	
Classification	 	Year	 	Expenses	 	(Deductions)	 	 	Year	
(in thousands)	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fiscal year ended December 25, 2016	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deducted from asset accounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Reserve for uncollectible accounts receivable	 	$	2,447	 	$	659	 	$	(1,620)	(1)  	 	$	1,486	
Reserve for franchisee notes receivable	 	 	3,653	 	 	(250)	 	 	(644)	(1)  	 	 	2,759	
Valuation allowance on deferred tax assets	 	 	2,866	 	 	249	 	 	2,347	 	 	 	5,462	
 	 	$	8,966	 	$	658	 	$	83	 	 	$	9,707	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fiscal year ended December 27, 2015	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deducted from asset accounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Reserve for uncollectible accounts receivable	 	$	3,814	 	$	1,332	 	$	(2,699)	(1)  	 	$	2,447	
Reserve for franchisee notes receivable	 	 	3,132	 	 	(100)	 	 	621	(1)  	 	 	3,653	
Valuation allowance on deferred tax assets	 	 	2,932	 	 	(66)	 	 	 —	 	 	 	2,866	
 	 	$	9,878	 	$	1,166	 	$	(2,078)	 	 	$	8,966	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fiscal year ended December 28, 2014	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deducted from asset accounts:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Reserve for uncollectible accounts receivable	 	$	4,318	 	$	2,297	 	$	(2,801)	(1)  	 	$	3,814	
Reserve for franchisee notes receivable	 	 	3,387	 	 	(502)	 	 	247	(1)  	 	 	3,132	
Valuation allowance on deferred tax assets	 	 	7,682	 	 	(4,750)	 	 	 —	 	 	 	2,932	
 	 	$	15,387	 	$	(2,955)	 	$	(2,554)	 	 	$	9,878	

 	(1)	 	Uncollectible accounts written off and reclassifications between accounts and notes receivable reserves.	
 
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
 
(a)(3)Exhibits:
 
The exhibits listed in the accompanying index to Exhibits are filed as part of this Form 10-K.
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: February 21, 2017	    	    	PAPA JOHN’S INTERNATIONAL, INC.	 	
 	 	 	 	 	
 	 	By:	/s/ John H. Schnatter	 	
 	 	 	John H. Schnatter	 	
 	 	 	Founder, Chairman and Chief Executive Officer	 	
 
Pursuant to the requirements of the Securities Exchange Act of 1934, 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	    	Date	 	
 	 	 	 	 	 	
/s/ John H. Schnatter	 	Founder, Chairman and	 	February 21, 2017	 	
John H. Schnatter	 	Chief Executive Officer	 	 	 	
 	 	(Principal Executive Officer)	 	 	 	
 	 	 	 	 	 	
/s/ Christopher L. Coleman	 	Director	 	February 21, 2017	 	
Christopher L. Coleman	 	 	 	 	 	
 	 	 	 	 	 	
/s/ Olivia F. Kirtley	 	Director	 	February 21, 2017	 	
Olivia F. Kirtley	 	 	 	 	 	
 	 	 	 	 	 	
/s/ Laurette T. Koellner	 	Director	 	February 21, 2017	 	
Laurette T. Koellner	 	 	 	 	 	
 	 	 	 	 	 	
/s/ Sonya E. Medina	 	Director	 	February 21, 2017	 	
Sonya E. Medina	 	 	 	 	 	
 	 	 	 	 	 	
/s/ Mark S. Shapiro	 	Director	 	February 21, 2017	 	
Mark S. Shapiro	 	 	 	 	 	
 	 	 	 	 	 	
/s/ W. Kent Taylor	 	Director	 	February 21, 2017	 	
W. Kent Taylor	 	 	 	 	 	
 	 	 	 	 	 	
/s/ Lance F. Tucker	 	Senior Vice President, Chief	 	February 21, 2017	 	
Lance F. Tucker	 	Financial Officer, Chief Administrative	 	 	 	
 	 	Officer and Treasurer (Principal Financial	 	 	 	
 	 	Officer and Principal Accounting Officer)	 	 	 	
 
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EXHIBIT INDEX
 
Exhibit	    	 	 	
Number	 	Description of Exhibit	 	
 	 	 	 	
3.1	 	Our Amended and Restated Certificate of Incorporation. Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2014, is incorporated herein by reference.	 	
 	 	 	 	
3.2	 	Our Amended and Restated By-Laws. Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 27, 2015, is incorporated herein by reference.	 	
 	 	 	 	
4.1	 	Specimen Common Stock Certificate. Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission File No. 0-21660) is incorporated herein by reference.	 	
 	 	 	 	
4.2	 	Amended and Restated Certificate of Incorporation and Restated By-Laws (see Exhibits 3.1 and 3.2 above) are incorporated herein by reference.	 	
 	 	 	 	
10.1*	 	Employment Agreement between Papa John’s International, Inc. and Steve M. Ritchie effective March 1, 2015. Exhibit 10.1 to our report on Form 10-K as filed on February 24, 2015 is incorporated herein by reference.	 	
 	 	 	 	
10.2*	 	Employment Agreement between Papa John’s International, Inc. and Lance F. Tucker effective March 1, 2015. Exhibit 10.2 to our report on Form 10-K as filed on February 24, 2015 is incorporated herein by reference.	 	
 	 	 	 	
10.3*	 	Employment Agreement between Papa John’s International, Inc. and Timothy C. O’Hern effective March 1, 2015. Exhibit 10.3 to our report on Form 10-K as filed on February 24, 2015 is incorporated herein by reference.	 	
 	 	 	 	
10.4

 
 	 	Second Amendment to First Amended and Restated Credit Agreement by and among Papa John’s International, Inc., the Guarantors party thereto, PNC Bank, National Association, as a lender and in its capacity as Administrative Agent for the lenders; JPMorgan Chase Bank, N.A., as a lender and in its capacity as Co-Syndication Agent for the lenders; Bank of America, N.A., as a lender and in its capacity as Documentation Agent for the lenders; U.S. Bank, National Association, as a lender and in its capacity as Co-Syndication Agent for the lenders; and Branch Banking and Trust Company, as a lender.  Exhibit 10.1 to our Report on Form 8-K as filed on June 10, 2016 is incorporated herein by reference.	 	
 	 	 	 	
10.5	 	First Amendment to First Amended and Restated Credit Agreement by and among Papa John’s International, Inc.; the Guarantors party thereto; PNC Bank, National Association, as a lender and in its capacity as Administrative Agent for the lenders; JPMorgan Chase Bank, N.A., as a lender and in its capacity as Co-Syndication Agent for the lenders; U.S. Bank, National Association, as a lender and in its capacity as Co-Syndication Agent for the lenders; Bank of America, N.A., as a lender and in its capacity as Documentation Agent for the lenders; and Branch Banking and Trust Company, as a lender. Exhibit 10.1 to our Report on Form 8-K as filed on November 4, 2014 is incorporated herein by reference.	 	

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10.6
 	 	First Amended and Restated Credit Agreement by and among Papa John’s International, Inc., the Guarantors party thereto, PNC Bank, National Association, as a lender and in its capacity as Administrative Agent for the lenders; JPMorgan Chase Bank, N.A., as a lender and in its capacity as Co-Syndication Agent for the lenders;  Bank of America, N.A., as a lender and in its capacity as Documentation Agent for the lenders; U.S. Bank, National Association, as a lender and in its capacity as Co-Syndication Agent for the lenders, and Branch Banking and Trust Company, as a lender.  Exhibit 10.1 to our Report on Form 8-K as filed on May 6, 2013 is incorporated herein by reference.	 	
 	 	 	 	
10.7*	 	Papa John’s International, Inc. Deferred Compensation Plan, as amended through December 5, 2012. Exhibit 10.1 to our report on Form 10-K as filed on February 28, 2013 is incorporated herein by reference.	 	
 	 	 	 	
10.8*	 	Papa John’s International, Inc. 2008 Omnibus Incentive Plan. Exhibit 10.1 to our Registration Statement on Form S-8 (Registration No. 333-150762) dated May 5, 2008 is incorporated herein by reference.	 	
 	 	 	 	
10.9*	 	Papa John’s International, Inc. 2011 Omnibus Incentive Plan. Exhibit 4.1 to our report on Form 8-K as filed on May 3, 2011 is incorporated herein by reference.	 	
 	 	 	 	
10.10*	 	Agreement for Service as Chairman between John H. Schnatter and Papa John’s International, Inc. Exhibit 10.1 to our report on Form 8-K as filed on August 15, 2007 is incorporated herein by reference.	 	
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10.11*	 	 
Agreement for Service as Founder between John H. Schnatter and Papa John’s International, Inc. Exhibit 10.1 to our report on Form 8-K as filed on August 15, 2007 is incorporated herein by reference.	 	
 	 	 	 	
10.12*	 	Amended and Restated Exclusive License Agreement between John H. Schnatter and Papa John’s International, Inc. Exhibit 10.1 to our report on Form 8-K as filed on May 19, 2008 is incorporated herein by reference.	 	
 	 	 	 	
10.13*	 	Papa John’s International, Inc. Severance Pay Plan. Exhibit 10.1 to our report on Form 10-Q filed on May 1, 2012, is incorporated herein by reference.	 	
 	 	 	 	
21	 	Subsidiaries of the Company.	 	
 	 	 	 	
23	 	Consent of Ernst & Young LLP.	 	
 	 	 	 	
31.1	 	Section 302 Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-15(e).	 	
 	 	 	 	
31.2	 	Section 302 Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-15(e).	 	
 	 	 	 	
32.1	 	Section 906 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	 	Section 906 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	 	Financial statements from the Annual Report on Form 10-K of Papa John’s International, Inc. for the year ended December 25, 2016, filed on February 21, 2017 formatted in XBRL: (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.	 	

* Compensatory plan required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.
88

Exhibit 21
 
Subsidiaries of the Company:
 
·Papa John’s USA, Inc., a Kentucky corporation
·PJ Food Service, Inc., a Kentucky corporation
·Trans Papa Logistics, Inc., a Kentucky corporation
·Preferred Marketing Solutions, Inc., a Kentucky corporation
·Risk Services Corp., a Kentucky corporation
·Capital Delivery, Ltd., a Kentucky corporation
·RSC Insurance Services Ltd., a Bermuda corporation
·DEPZZA, Inc., a Delaware corporation
·Colonel’s Limited, LLC, a Virginia limited liability company
·PJ Holdings, LLC, a Delaware limited liability company
·Star Papa, LP, a Delaware limited partnership company
·Papa John’s Pizza, Ltd., a United Kingdom corporation
·Papa John’s (GB) Holdings Ltd., a United Kingdom corporation
·Papa John’s (GB), Ltd., a United Kingdom corporation
·Papa John’s Mexico, Inc., a Delaware corporation
·Papa John’s Capital, SRL de CV, a Mexican corporation
·Equipo Papa John’s, SRL de CV, a Mexican corporation
·Papa John’s EUM, SRL de CV, a Mexican corporation
·PJ Mexico Franchising SRL de CV, a Mexican corporation
·Papa John’s China, LLC, a Delaware limited liability company
·Papa John’s Beijing Co., Ltd., a Chinese corporation
·Tianjin Bangyuehan Catering Management Co., Ltd., a Chinese corporation
·PJ Minnesota, LLC, a Delaware limited liability company
·PJ Denver, LLC, a Delaware limited liability company
·PJ Chile, LLC, a Kentucky limited liability company
·PJI Chile, SpA, a Chilean corporation
·PJ North Georgia, LLC, a Kentucky limited liability company
·PJFS Canada, LLC, a Kentucky limited liability company
·PJ Asia, LLC, a Kentucky limited liability company

 

Exhibit 23
 
Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the following Registration Statements:
 
(i)Registration Statement (Form S-8 No. 333-173893) pertaining to the Papa John’s International, Inc. 2011 Omnibus Incentive Plan filed May 3, 2011,
 
(ii)Registration Statement (Form S-8 No. 333-165154 and No. 333-168562) pertaining to the Papa John’s International, Inc. Nonqualified Deferred Compensation Plan filed March 2, 2010 and August 5, 2010, respectively,
 
(iii)Registration Statement (Form S-8 No. 333-150762) pertaining to the Papa John’s International, Inc. 2008 Omnibus Incentive Plan filed May 5, 2008,
 
(iv)Registration Statement (Form S-8 No. 333-149468) pertaining to the Papa John’s International, Inc. Deferred Compensation Plan filed February 29, 2008, and
 
(v)Registration Statement (Form S-8 No. 333-168561) pertaining to the Papa John’s International, Inc. 401(k) Plan filed August 5, 2010,
 
of our reports dated February 21, 2017, with respect to the consolidated financial statements and schedule of Papa John’s International, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Papa John’s International, Inc. and Subsidiaries included in this Annual Report (Form 10-K) of Papa John’s International, Inc. and Subsidiaries for the year ended December 25, 2016.

 	2	
 	/s/ Ernst & Young LLP	

Louisville, Kentucky	 	
February 21, 2017	 	

EXHIBIT 31.1
 
SECTION 302
CERTIFICATION
 
I, John H. Schnatter, certify that:
 
1.    I have reviewed this annual report on Form 10-K of Papa John’s International, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1	 	
Date: February 21, 2017	/s/ John H. Schnatter	
 	John H. Schnatter	
 	Founder, Chairman and	
 	Chief Executive Officer	

EXHIBIT 31.2
 
SECTION 302
CERTIFICATION
 
I, Lance F. Tucker, certify that:
 
1.     I have reviewed this annual report on Form 10-K of Papa John’s International, Inc.;
 
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1	 	
Date: February 21, 2017	/s/ Lance F. Tucker	
 	Lance F. Tucker	
 	Senior Vice President, Chief Financial	
 	Officer, Chief Administrative Officer	
 	and Treasurer	

EXHIBIT 32.1
 
SECTION 906
CERTIFICATION
 
I, John H. Schnatter, Founder, Chairman and Chief Executive Officer of Papa John’s International, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
 
1.    The Report on Form 10-K of the Company for the annual period ended December 25, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
 
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	 	
Date: February 21, 2017	/s/ John H. Schnatter	
 	John H. Schnatter	
 	Founder, Chairman and	
 	Chief Executive Officer	

EXHIBIT 32.2
 
SECTION 906
CERTIFICATION
 
I, Lance F. Tucker, Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer of Papa John’s International, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
 
1.    The Report on Form 10-K of the Company for the annual period ended December 25, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
 
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	 	
Date: February 21, 2017	/s/ Lance F. Tucker	
 	Lance F. Tucker	
 	Senior Vice President, Chief Financial
Officer, Chief Administrative Officer and
Treasurer