INCOME TAXES

We are the sole managing member of SSE Holdings, and as a result, consolidate the financial results of SSE Holdings. SSE Holdings is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, SSE Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by SSE Holdings is passed through to and included in the taxable income or loss of its members, including us, on a pro rata basis. We are subject to U.S. federal income taxes, in addition to state and local income taxes with respect to our allocable share of any taxable income or loss of SSE Holdings, as well as any stand-alone income or loss generated by Shake Shack Inc. We are also subject to withholding taxes in foreign jurisdictions.

Income Tax Expense

The components of income before income taxes are follows:



	2016		2015		2014
Domestic	$	20,623	$	244	$	(3,007	)
Foreign	7,873		6,184		5,787
Income before income taxes	$	28,496	$	6,428	$	2,780

The components of income tax expense are as follows:



		2016			2015			2014
Current income taxes:
	Federal	$	3,767		$	2,474		$	—
	State and local	2,439			1,131			194
	Foreign	667			433			561
	Total current income taxes	6,873			4,038			755
Deferred income taxes:
	Federal	(48		)	(267		)	—
	State and local	(475		)	(467		)	(93		)
	Total deferred income taxes	(523		)	(734		)	(93		)
Income tax expense		$	6,350		$	3,304		$	662

Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense and the U.S. statutory income tax rate to our effective tax rates are as follows:



	2016					2015					2014
Expected U.S. federal income taxes at statutory rate	$	9,689		34.0	%	$	2,186		34.0	%	$	945		34.0	%
State and local income taxes, net of federal benefit	1,461			5.1	%	663			10.3	%	101			3.6	%
Foreign withholding taxes	667			2.3	%	433			6.7	%	561			20.2	%
Non-deductible expenses	25			0.1	%	653			10.2	%	—			—	%
Tax credits	(779		)	(2.7	)%	(141		)	(2.2	)%	—			—	%
Rate change impact	(1,353		)	(4.7	)%	—			—	%	—			—	%
Non-controlling interest	(3,765		)	(13.2	)%	(490		)	(7.6	)%	—			—	%
LLC flow-through structure	—			—	%	—			—	%	(976		)	(35.1	)%
Other	405			1.4	%	—			—	%	31			1.1	%
Income tax expense	$	6,350		22.3	%	$	3,304		51.4	%	$	662		23.8	%

Our effective income tax rates for fiscal 2016, 2015 and 2014 were 22.3%, 51.4% and 23.8%, respectively. The decrease in our effective income tax rate from fiscal 2015 to fiscal 2016 is due to the IPO and Organizational Transactions that occurred in fiscal 2015. As the non-recurring compensation expenses and other IPO-related expenses recognized during fiscal 2015 were incurred in the period prior to the Organizational Transactions, and prior to our becoming a member of SSE Holdings, we were not entitled to any tax benefits related to those losses. We recognized tax expense in fiscal 2015 based on our allocable share of the taxable income generated in the period subsequent to our becoming a member of SSE Holdings, which resulted in a very high effective tax rate in fiscal 2015 when compared to our consolidated pre-tax income. Additionally, in fiscal 2016, the effective tax rate was positively impacted by a tax benefit of $1,353 we recognized due to the impact from a tax rate change on our deferred tax assets, as well as other rate changes. In fiscal 2014, we were only subject to certain LLC entity-level taxes and foreign withholding taxes, whereas in fiscal 2015 and fiscal 2016 we were also subject to U.S. federal, state and local income taxes on our allocable share of any taxable income or loss generated by SSE Holdings subsequent to the IPO and Organizational Transactions.

Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows:



		December 28 2016			December 30 2015
Deferred tax assets:
	Investment in partnership	$	209,648		$	154,649
	Tax Receivable Agreement	110,022			69,513
	Deferred rent	561			492
	Deferred revenue	53			63
	Stock-based compensation	331			218
	Net operating loss carryforwards	7,338			334
	Tax credits	1,084			—
	Other assets	108			159
	Total gross deferred tax assets	329,145			225,428
Valuation allowance		(15,568		)	(23,155		)
Total deferred tax assets, net of valuation allowance		313,577			202,273
Deferred tax liabilities:
	Property and equipment	(370		)	(316		)
	Total gross deferred tax liabilities	(370		)	(316		)
Net deferred tax assets		$	313,207		$	201,957

As of December 28, 2016, our federal and state net operating loss carryforwards for income tax purposes were $19,019 and $197,201. If not utilized, our federal and state net operating loss carryforwards will expire between 2028 and 2036.

As described in Note 11, we acquired an aggregate of 5,362,125 LLC Interests during fiscal 2016 through redemptions of LLC Interests and the exercise of employee stock options. We recognized a deferred tax asset in the amount of $67,580 associated with the basis difference in our investment in SSE Holdings upon acquiring these LLC Interests. These were partially offset by reductions in basis due to the utilization of $12,269 of amortization. However, a portion of the total basis difference will only reverse upon the eventual sale of our interest in SSE Holdings, which we expect would result in a capital loss. As of December 28, 2016, we established a valuation allowance in the amount of $15,568 against the deferred tax asset to which this portion relates.

During fiscal 2016, we also recognized $40,094 of deferred tax assets related to additional tax basis increases generated from expected future payments under the Tax Receivable Agreement and related deductions for imputed interest on such payments. See "—Tax Receivable Agreement" for more information.

We evaluate the realizability of our deferred tax assets on a quarterly basis and establish valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of December 28, 2016, we concluded, based on the weight of all available positive and negative evidence, that all of our deferred tax assets (except for those deferred tax assets described above relating to basis differences that are expected to result in a capital loss upon the eventual sale of our interest in SSE Holdings) are more likely than not to be realized. As such, no additional valuation allowance was recognized. The net change in valuation allowance for fiscal 2016 was a decrease of $7,587.

Uncertain Tax Positions

No uncertain tax positions existed as of December 28, 2016 and December 30, 2015. Shake Shack Inc. was formed in September 2014 and did not engage in any operations prior to the IPO and Organizational Transactions. Shake Shack Inc. first filed tax returns for tax year 2014, which is the first tax year subject to examination by taxing authorities for U.S. federal and state income tax purposes. Additionally, although SSE Holdings is treated as a partnership for U.S. federal and state income taxes purposes, it is still required to file an annual U.S. Return of Partnership Income, which is subject to examination by the Internal Revenue Service ("IRS"). The statute of limitations has expired for tax years through 2012 for SSE Holdings.

Tax Receivable Agreement

Pursuant to our election under Section 754 of the Internal Revenue Code (the "Code"), we expect to obtain an increase in our share of the tax basis in the net assets of SSE Holdings when LLC Interests are redeemed or exchanged by the non-controlling interest holders and other qualifying transactions. We plan to make an election under Section 754 of Code for each taxable year in which a redemption or exchange of LLC Interest occurs. We intend to treat any redemptions and exchanges of LLC Interests by the non-controlling interest holders as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that we would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

On February 4, 2015, we entered into a tax receivable agreement with the then-existing non-controlling interest holders (the "Tax Receivable Agreement") that provides for the payment by us to the non-controlling interest holders of 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize, as a result of (i) increases in our share of the tax basis in the net assets of SSE Holdings resulting from any redemptions or exchanges of LLC Interests, (ii) tax basis increases attributable to payments made under the Tax Receivable Agreement, and (iii) deductions attributable to imputed interest pursuant to the Tax Receivable Agreement (the "TRA Payments"). We expect to benefit from the remaining 15% of any tax benefits that we may actually realize. The TRA Payments are not conditioned upon any continued ownership interest in SSE Holdings or us. The rights of each non-controlling interest holder under the Tax Receivable Agreement are assignable to transferees of its LLC Interests.

During fiscal 2016, we acquired an aggregate of 5,207,149 LLC Interests in connection with the redemption of LLC Interests, which resulted in an increase in the tax basis of our investment in SSE Holdings subject to the provisions of the Tax Receivable Agreement. We recognized an additional liability in the amount of $100,063 for the TRA Payments due to the redeeming members, representing 85% of the aggregate tax benefits we expect to realize from the tax basis increases related to the redemption of LLC Interests, after concluding it was probable that such TRA Payments would be paid based on our estimates of future taxable income. As of December 28, 2016, the total amount of TRA Payments due under the Tax Receivable Agreement, including accrued interest, was $272,482, of which $4,580 was included in other current liabilities on the Consolidated Balance Sheet. See Note 17 for more information relating to our liabilities under the Tax Receivable Agreement.