Chipotle Mexican Grill

1. Strategic Risks

1.1. Our average restaurant sales and profitability will continue to fall short of our past results unless we can significantly increase comparable restaurant sales, and there are material risks to our ability to do so

1.2. Increasing our sales and profits depends in part on our ability to open new restaurants in sites and on terms attractive to us, which is subject to many unpredictable factors, and we plan to open fewer restaurants in 2018 than we have in prior years, which will adversely impact our sales growth

1.3. Our marketing and advertising strategies may not be successful, or may pose risks that could adversely impact our business

1.4. Our expansion into international markets has been limited, and may present increased risks due to lower customer awareness of our brand, our unfamiliarity with those markets and other factors

1.5. Pizzeria Locale, Tasty Made and other new restaurant concepts may not contribute to our growth

1.6. Competition could adversely affect us

1.7. Changes in customer tastes and preferences, spending patterns and demographic trends could cause sales to decline

1.8. Our success may depend on the continued service and availability of key personnel, and upcoming changes in our management team may not provide the benefits we expect

1.9. Our Food With Integrity philosophy subjects us to risk

1.10. We may not persuade customers of the benefits of paying our prices for higher-quality food

1.11. Governmental regulation in one or more of the following areas may adversely affect our existing and future operations and results, including by harming our ability to open new restaurants or increasing our operating costs: - Employment and Immigration Regulations - Americans with Disabilities Act and Similar State Laws - Nutrition and Food Regulation - Privacy/Cybersecurity - Local Licensure, Zoning, and Other Regulation - Environmental Laws - Other Aspects of Regulatory Risk

1.12. Negative publicity relating to our restaurants or our company could adversely impact our reputation, which may significantly harm us

1.13. We may not be able to adequately protect our intellectual property, which could harm the value of our brands and adversely affect our business

2. Hazard Risks

2.1. We may continue to be negatively impacted by food safety incidents, and further instances of food-borne or localized illnesses associated with our restaurants would result in increased negative publicity and further adverse impacts on customer perceptions of our brand

2.2. Food safety scares could adversely affect customer perceptions of, or the price or availability of, ingredients we use to prepare our food, which may adversely impact our sales

2.3. Regulatory actions and litigation related to food safety incidents that impacted us beginning in the fourth quarter of 2015 may adversely impact us

2.4. We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material money damages and other remedies

3. Commodity Price Risks Many of the ingredients we use to prepare our food, as well as our packaging materials and utilities to run our restaurants, are ingredients or commodities that are affected by the price of other commodities, exchange rates, foreign demand, weather, seasonality, production, availability, and other factors outside our control

4. Operational Risks

4.1. Our new restaurants, once opened, may not be profitable, and may adversely impact the sales of our existing restaurants

4.2. Our failure to manage our restaurant growth effectively could harm our business and operating results

4.3. Changes we have made in our operations, or that we make in the future, to further enhance the safety of the food we serve will adversely impact our financial performance and may negatively impact customer perception of our brand

4.4. Failure to receive frequent deliveries of higher-quality food ingredients and other supplies meeting our specifications could harm our operations

4.5. If we were to experience widespread difficulty renewing existing leases on favourable terms, our revenue or occupancy costs could be adversely affected

4.6. We may be harmed by security risks we face in connection with our electronic processing and transmission of confidential customer and employee information

4.7. If we experience a significant failure in or interruption of certain key information technology systems, our business could be adversely impacted

5. Financial Risks

5.1. Changes in food and supply costs could adversely affect our results of operations

5.2. Our business could be adversely affected by increased labour costs or difficulties in finding, training, and retaining top performing employees

5.3. Our insurance coverage and self-insurance reserves may not cover future claims

5.4. Our quarterly results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to various factors

5.5. Our anti-takeover provisions may delay or prevent a change in control of us, which could adversely affect the price of our common stock

5.6. Changing Interest Rates Changes in interest rates affect the interest income we earn, and therefore impact our cash flows and results of operations

5.7. Foreign Currency Exchange Risk A substantial majority of our operations and investment activities are transacted in the U.S., and therefore our foreign currency risk is not material at this date