1058090--3/17/2006--CHIPOTLE_MEXICAN_GRILL

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Cautionary Note Regarding Forward-Looking Statements The planned rapid increase in the number of our stores may make our future results unpredictable. As we increase our independence from McDonald's, we may face difficulties replacing services it currently provides to us and entering into new or modified arrangements with existing or new suppliers or service providers. We have no independent operating history as a large company, which makes our future business prospects difficult to evaluate. Our sales growth rate depends primarily on our ability to open new stores and is subject to many unpredictable factors. Our sales and profit growth could be adversely affected if comp store sales are less than we expect. Our failure to manage our growth effectively could harm our business and operating results. New stores, once opened, may not be profitable, and the increases in average store sales and comp store sales that we've experienced in the past may not be indicative of future results. Our expansion into new markets may present increased risks due to our unfamiliarity with those areas. We may not persuade customers of the benefits of paying our prices for higher-quality food. Changes in customer tastes and preferences, spending patterns and demographic trends could cause sales to decline. Competition from other restaurant companies could adversely affect us. Additional instances of avian flu or of "mad cow" disease or other food-borne illnesses could adversely affect the price and availability of chicken, beef or other meat, cause the temporary closure of some stores and result in negative publicity, thereby resulting in a decline in our sales. Changes in food and supply costs could adversely affect our results of operations. We may have experienced a security breach with respect to certain customer credit and debit card data, and we have incurred and may continue to incur substantial costs as a result of this matter. We may also incur costs resulting from other security risks we may face in connection with our electronic processing and transmission of confidential customer information. Failure to receive frequent deliveries of higher-quality food ingredients and other supplies could harm our operations. Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to various factors. Our success depends substantially upon the continued retention of certain key personnel. Our business could be adversely affected by increased labor costs or difficulties in finding the right teams for our stores. Our franchisees could take actions that harm our reputation and reduce our royalty revenues. We expect to need capital in the future, and we may not be able to raise that capital on acceptable terms. We're subject to all of the risks associated with leasing space subject to long-term non-cancelable leases and, with respect to the real property that we own, owning real estate. Governmental regulation may adversely affect our ability to open new stores or otherwise adversely affect our existing and future operations and results. We may not be able to adequately protect our intellectual property, which could harm the value of our brands and adversely affect our business. 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. We will incur increased costs as a result of being a public company. We're controlled by McDonald's, whose interests may conflict with those of our investors. Conflicts of interest between McDonald's and us could be resolved in a manner unfavorable to us. Future sales or distributions of our shares by McDonald's could depress our class A common stock price.

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1058090--3/17/2006--CHIPOTLE_MEXICAN_GRILL_INC