Cautionary Note Regarding Forward-Looking Statements



Certain statements in this report, including the potential future impact of
COVID-19 on our results of operations or liquidity, the potential impact of
actions we have taken to mitigate the impact of COVID-19, the expected benefit
of the CARES Act on our liquidity and the period of time during which our cash
and short-term investment will fund our operations are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
We use words such as "anticipate," "believe," "could," "should," "estimate,"
"expect," "intend," "may," "predict," "project," "target," and similar terms and
phrases, including references to assumptions, to identify forward-looking
statements. These forward-looking statements are based on information available
to us as of the date any such statements are made, and we assume no obligation
to update these forward-looking statements. These statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those described in the statements. These risks and uncertainties include,
but are not limited to, the risk factors described in our annual report on
Form 10-K for the year ended December 31, 2019, as updated in our Form 10-Q for
the quarter ended March 31, 2020 and in other reports filed subsequently with
the SEC.

Overview of the Impact of COVID-19



The COVID-19 pandemic has adversely affected, and will continue to adversely
affect, our operations and financial results for the foreseeable future. In
response to COVID-19, we temporarily closed some restaurants and dining rooms in
our restaurants. We continue to follow guidance from health officials in
determining the appropriate restrictions to put in place for each restaurant. As
of June 30, 2020, the majority of our restaurants have been reopened for dine-in
with restrictions, such as social distancing, to ensure the health and safety of
our guests and employees. Certain restaurants only offer take-out, digital order
ahead and delivery services in accordance with local guidance and regulations.
About 30 restaurants remain temporarily closed, mainly inside malls and shopping
centers.

We remain in regular contact with our major suppliers and while to date we have
not experienced significant disruptions in our supply chain, we could see future
disruptions should the impacts of COVID-19 extend for a considerable amount of
time. Within our restaurants, we have taken a number of steps to enhance our
robust food safety protocols including the creation of the steward role which is
focused on sanitization in high-touch and high-traffic areas, providing masks
for all employees, and having a tamper evident packaging seal for all digital
orders. To support our employees, we have eliminated non-essential travel,
implemented work from home for our support centers, and significantly expanded
employee benefits. We remain focused on reducing non-essential controllable
costs and judiciously spending on return generating projects to preserve
liquidity. We did not make any stock buybacks during the second quarter and do
not expect to do so until the economic environment stabilizes. Refer to the
"Liquidity and Capital Resources" for further detail.

Given the on-going uncertainty surrounding the future impact of COVID-19 on the
broader US economy and any specific impact to our company, we are not providing
fiscal 2020 guidance related to comparable restaurant sales growth, new
restaurant openings, and effective full year tax rate.

Second Quarter 2020 Financial Highlights, which incorporate the impact of COVID-19, year over year:

?Revenue decreased 4.8% to $1.4 billion

?Comparable restaurant sales declined 9.8%

?Diluted earnings per share was $0.29, which included the after-tax impact of restaurant asset impairment and closure costs and corporate restructuring charges of $0.11



Sales Trends. With changes in consumer behavior resulting from COVID-19, we have
seen an increase in entrees per transaction, due in part to a shift towards
digital group orders. Comparable restaurant sales decreased 9.8% with a 13.7%
decrease in comparable entrees and a 3.9% increase in average comparable check.
The decrease in comparable restaurant sales was most severe in April 2020, with
a 24.4% decrease in year over year comparable restaurant sales. Sales trends
improved meaningfully in May and June 2020, with a 7.0% decrease and a 2.0%
increase in year over year comparable restaurant sales, respectively.

Digital sales grew 216.3% to $829.3 million for the three months ended June 30,
2020 as compared to the three months ended June 30, 2019 and represented 60.7%
of sales. Contributing to this result was increased digital awareness via
advertising, new delivery partnerships with Uber Eats, growth in Chipotle
Rewards, as well as the expansion of our digital capabilities into Canada. These
initiatives are attracting new customers and increasing convenient access.
Notably, partnering with the major third-party delivery aggregators has led to
an increase in orders, a reduction in delivery time and cancellations, and an
improvement in overall customer ratings.

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Restaurant Operating Costs. Our restaurant operating costs (food, beverage and
packaging; labor; occupancy; and other operating costs) as a percentage of
revenue increased 870 basis points to 87.8% for the three months ended June 30,
2020, as compared to 79.1% for the three months ended June 30, 2019. The
increase in restaurant operating costs as a percentage of revenue was driven
primarily by higher delivery expense associated with increased delivery sales,
sales deleverage, several temporary investments in our business as a result of
COVID-19 including assistance pay, and increased delivery promotions. These
increases in expenses were partially offset by lower avocado prices and the
benefit from menu price increases in late 2019.

Restaurant Development. We opened 37 new restaurants, including three
relocations, and closed three restaurants during the three months ended June 30,
2020. Of the 37 new restaurants, 21 included a drive through format which we
call a "Chipotlane." We recently announced a milestone with the opening of our
100th Chipotlane. The Chipotlane format continues to perform very well and is
helping enhance guest access and convenience, as well as increase new restaurant
sales, margins, and returns. We remain confident in the long-term opportunity to
more than double the number of Chipotle restaurants in the U.S. We believe our
strong financial position will allow us to build a robust new unit development
pipeline. As a result, we expect to see an acceleration in the number of units
opened in 2021.

Restaurant Activity

The following table details restaurant unit data for the periods indicated:



                                      Three months ended       Six months ended
                                           June 30,                June 30,
                                     2020             2019     2020          2019
Beginning of period                    2,638          2,504     2,622        2,491
Chipotle openings                         37             20        56           35
Chipotle permanent closures              (3)            (1)       (5)          (3)
Chipotle relocations                     (3)              -       (4)            -

Total restaurants at end of period 2,669 2,523 2,669


 2,523


Results of Operations

Our results of operations as a percentage of revenue and period-over-period change are discussed in the following section.



Revenue

                                          Three months ended                         Six months ended
                                               June 30,           Percentage             June 30,              Percentage
                                           2020         2019        change         2020              2019        change
                                        (dollars in millions)                      (dollars in millions)
Revenue                                $    1,364.7   $ 1,434.2

(4.8%) $ 2,775.5 $ 2,742.4 1.2% Average restaurant sales (1)

$        2.2   $     2.1         5.6%   $         2.2       $     2.1         5.6%
Comparable restaurant sales increase
(decrease)                                   (9.8%)       10.0%                       (3.5%)           10.0%

(1) Average restaurant sales refer to the average trailing 12-month sales for restaurants in operation for at least 12 full calendar months.




Revenue decreased for the three months ended June 30, 2020, compared to June 30,
2019, primarily due to comparable restaurant sales decreases of $144.4 million,
partially offset by increases in revenue from restaurants not yet in the
comparable base of $74.9 million, of which $57.1 million is due to restaurants
opened in 2019.

Revenue increased for the six months ended June 30, 2020, compared to June 30,
2019, primarily due to revenue from restaurants not yet in the comparable base
of $137.1 million, of which $117.6 million is due to restaurants opened in 2019,
and was partially offset by comparable restaurant sales decreases of $104.0
million.

COVID-19 negatively impacted comparable restaurant sales for the three and six
months ended June 30, 2020, due to restrictions put in place for restaurants.
Comparable restaurant sales for the months ended April 30, 2020, May 31, 2020,
and June 30, 2020 were a 24.4% decrease, a 7.0% decrease, and a 2.0% increase,
respectively.

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Food, Beverage and Packaging Costs



                                           Three months ended               

Six months ended


                                                June 30,            Percentage           June 30,            Percentage
                                          2020             2019       change         2020           2019       change
                                         (dollars in millions)                     (dollars in millions)
Food, beverage and packaging           $     454.8        $ 483.3       (5.9%)   $      917.1      $ 904.7         1.4%
As a percentage of revenue                   33.3%          33.7%       

(0.4%) 33.0% 33.0% 0.0%




Food, beverage and packaging costs decreased as a percentage of revenue for the
three months ended June 30, 2020 compared to June 30, 2019, primarily due to
lower avocado costs, the benefit of menu price increases in late 2019, and to a
lesser extent, lower waste, freight, and paper costs. These decreases were
partially offset by elevated beef prices and increased incidence of steak,
bottled beverages, and burritos.

Food, beverage and packaging costs remained flat as a percentage of revenue for
the six months ended June 30, 2020 compared to June 30, 2019, primarily due to
the benefit of menu price increases in late 2019, lower avocado costs, and, to a
lesser extent, lower paper costs. These decreases were offset by higher costs of
several ingredients including beef and dairy; and increased incidence of steak
,bottled beverages, and burritos; as well as free food costs associated with
Chipotle Rewards and digital ordering incentives.

COVID-19 increased food, beverage and packaging costs as a percentage of revenue
for the three and six months ended June 30, 2020 compared to June 30, 2019, as
beef prices were elevated due to COVID-19 related shut down of processing
plants, increased incidence of bottled beverages and burritos, and to a lesser
extent, increased spoilage due to right sizing food purchases to align with the
new sales level.

Labor Costs

                                           Three months ended                        Six months ended
                                                June 30,            Percentage           June 30,            Percentage
                                          2020             2019       change         2020           2019       change
                                         (dollars in millions)                     (dollars in millions)
Labor costs                            $     385.3        $ 368.1         4.7%   $      778.8      $ 716.9         8.6%
As a percentage of revenue                   28.2%          25.7%         

2.5% 28.1% 26.1% 2.0%




Labor costs increased as a percentage of revenue for the three and six months
ended June 30, 2020 compared to June 30, 2019, primarily due to increased crew
wages including temporary assistance pay for our crew working during COVID-19,
lower sales, and more managers per store, partially offset by labor efficiencies
with the digital make line and closed dining rooms.

COVID-19 increased labor costs as a percentage of revenue for the three and six
months ended June 30, 2020 compared to June 30, 2019, by 1.4% and 0.8%,
respectively, as we made additional employee investments in the form of
assistance pay and expanded our emergency leave benefits to accommodate those
directly affected by COVID-19. Our assistance pay program ended June 7, 2020.

Occupancy Costs

                                        Three months ended                      Six months ended
                                             June 30,          Percentage           June 30,            Percentage
                                          2020        2019       change         2020           2019       change
                                       (dollars in millions)                  (dollars in millions)
Occupancy costs                        $      95.6   $  89.9         6.3%   $      190.9      $ 178.7         6.8%
As a percentage of revenue                    7.0%      6.3%         0.7%           6.9%         6.5%         0.4%


Occupancy costs increased as a percentage of revenue for the three and six
months ended June 30, 2020 compared to June 30, 2019, primarily due to increased
rent expense associated with new restaurants and to a lesser extent the impact
by change in revenue.

COVID-19 had an immaterial impact on occupancy costs for the three and six months ended June 30, 2020.


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Other Operating Costs

                                           Three months ended                        Six months ended
                                                June 30,            Percentage           June 30,            Percentage
                                          2020             2019       change         2020           2019       change
                                         (dollars in millions)                     (dollars in millions)
Other operating costs                  $     262.4        $ 193.3        35.7%   $      473.1      $ 368.1        28.6%
As a percentage of revenue                   19.2%          13.5%         

5.7% 17.0% 13.4% 3.6%

Other operating costs include, among other items, marketing and promotional costs, delivery expense, bank and credit card processing fees, restaurant utilities, and maintenance costs. Other operating costs increased as a percentage of revenue for the three and six months ended June 30, 2020 compared to June 30, 2019, primarily due to higher delivery expenses associated with increased delivery sales and increased delivery promotions which decreased revenue.



As a result of COVID-19, we are adapting our restaurant operations to the
changing environment and are reducing non-essential controllable costs. Sales
shifted towards delivery after we temporarily closed our dining rooms to help
control the spread of COVID-19. We reprioritized marketing efforts by offering
free delivery from March 15, 2020 through May 10, 2020, and discounted delivery
beginning May 11, 2020.

General and Administrative Expenses



                                           Three months ended               

Six months ended


                                                June 30,            Percentage           June 30,            Percentage
                                          2020             2019       change         2020           2019       change
                                         (dollars in millions)                     (dollars in millions)
General and administrative expense     $     102.6        $ 121.4      (15.4%)   $      209.1      $ 224.1       (6.7%)
As a percentage of revenue                    7.5%           8.5%       (1.0%)           7.5%         8.2%       (0.7%)


General and administrative expenses decreased in dollar terms for the three
months ended June 30, 2020 compared to June 30, 2019, primarily due to a
reduction in the following: $19.2 million in estimated loss contingencies
related to a number of legal matters and legal expenses, $2.4 million in travel
expense, and $2.1 million in expense associated with the corporate
restructuring. These decreases were partially offset by increases of $2.8
million in outside service expense related to company initiatives to support
restaurant growth, including digitizing our restaurant experience and $2.1
million in other expenses.

General and administrative expenses decreased in dollar terms for the six months
ended June 30, 2020 compared to June 30, 2019, primarily due to a reduction in
the following: $25.8 million in estimated loss contingencies related to a number
of legal matters and legal expenses, $5.0 million in expense associated with the
corporate restructuring, and $2.0 million in travel expense. These decreases
were partially offset by increases of $7.0 million in outside service expense
related to company initiatives to support restaurant growth, including
digitizing our restaurant experience, $5.2 million due to severance and stock
modification charges associated with the departure of our former Executive
Chairman, and $1.0 million in other expenses. In addition, the prior period
included a $4.6 million reduction to an estimated liability associated with the
data security incident, which is inflating general and administrative expenses
in the current year as compared to the prior year.

COVID-19 had a minimal impact on general and administrative expenses for the
three and six months ended June 30, 2020. We will continue to assess additional
planned general and administrative investments as we better understand the
length and severity of the COVID-19 impacts.

Depreciation and Amortization

                                        Three months ended                      Six months ended
                                             June 30,          Percentage           June 30,            Percentage
                                          2020        2019       change         2020           2019       change
                                       (dollars in millions)                  (dollars in millions)
Depreciation and amortization          $      60.0   $  51.6        16.2%   $      118.4      $ 105.4        12.3%
As a percentage of revenue                    4.4%      3.6%         0.8%           4.3%         3.8%         0.5%


Depreciation and amortization increased as a percentage of revenue for the three
and six months ended June 30, 2020 compared to June 30, 2019, due to an increase
in depreciation expense associated with new restaurants, upgrading equipment in
our restaurants primarily to support the growth in our digital business, and
depreciation associated with our website and mobile app.

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Impairment, Closure Costs, and Asset Disposals



                                        Three months ended                       Six months ended
                                             June 30,          Percentage            June 30,            Percentage
                                          2020        2019       change        2020             2019       change
                                       (dollars in millions)                  (dollars in millions)
Impairment, closure costs, and asset
disposals                              $       5.4   $   4.5        20.0%   $      14.7        $  11.4        28.8%
As a percentage of revenue                    0.4%      0.3%         0.1%          0.5%           0.4%         0.1%


Impairment, closure costs, and asset disposals increased in dollar terms for the
three months ended June 30, 2020 compared to June 30, 2019, primarily due to
charges related to the replacement of certain kitchen equipment and leasehold
improvements, and, to a lesser extent, impairments on restaurants and equipment.

Impairment, closure costs, and asset disposals increased in dollar terms for the
six months ended June 30, 2020 compared to June 30, 2019, primarily due to
impairments on restaurants and equipment, and to a lesser extent charges related
to the replacement of certain kitchen equipment and leasehold improvements.

COVID-19 had a negative impact on our assumptions for future restaurant level
cash flows. These changes in assumptions resulted in elevated impairment charges
for the three and six months ended June 30, 2020.

Benefit (Provision) for Income Taxes



                                          Three months ended                

Six months ended


                                               June 30,            Percentage             June 30,              Percentage
                                          2020            2019       change          2020              2019       change
                                         (dollars in millions)             

(dollars in millions) Benefit (provision) for income taxes $ 12.5 $ (32.9) (137.9%) $ 15.0 $ (58.1) (125.8%) Effective tax rate

                          289.4%         26.6%                       (21.6%)          24.5%


The effective tax rate for the three months ended June 30, 2020, was a benefit
of 289.4%, a change from an effective income tax provision of 26.6% for the
three months ended June 30, 2019, primarily due to excess tax benefits related
to option exercises in the quarter, along with a decrease in income before tax.

The effective tax rate for the six months ended June 30, 2020, was a benefit of
-21.6%, a change from an effective income tax provision of 24.5% for the six
months ended June 30, 2019, primarily due to excess tax benefits related to
option exercises and equity vesting, along with a decrease in income before tax.

The CARES Act did not have a material impact on our tax rate for the three or six months ended June 30, 2020.

Seasonality



Seasonal factors cause our profitability to fluctuate from quarter to quarter.
Historically, our average daily restaurant sales and net income are lower in the
first and fourth quarters due, in part, to the holiday season and because fewer
people eat out during periods of inclement weather (the winter months) than
during periods of mild or warm weather (the spring, summer and fall months).
Other factors also have a seasonal effect on our results. For example,
restaurants located near colleges and universities generally do more business
during the academic year. Seasonal factors, however, might be moderated or
outweighed by other factors that may influence our quarterly results, such as
unexpected publicity impacting our business in a positive or negative way,
worldwide health pandemics, fluctuations in food or packaging costs, or the
timing of menu price increases or promotional activities and other marketing
initiatives. The number of trading days in a quarter can also affect our
results, although, on an overall annual basis, changes in trading days do not
have a significant impact.

Our quarterly results are also affected by other factors such as the amount and
timing of non-cash stock-based compensation expense and related tax rate
impacts, litigation, settlement costs and related legal expenses, impairment
charges and non-operating costs, timing of marketing or promotional expenses,
the number and timing of new restaurants opened in a quarter, and closure of
restaurants. New restaurants typically have lower margins following opening
because of the expenses associated with their opening and operating
inefficiencies in the months immediately following opening. Accordingly, results
for a particular quarter are not necessarily indicative of results to be
expected for any other quarter or for any year.

Liquidity and Capital Resources

Historically, our primary liquidity and capital requirements are for new restaurant construction, initiatives to improve the guest experience in our restaurants, working capital and general corporate needs. As of June 30, 2020, we had a cash and short-term investment balance of


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$906.6 million, excluding restricted cash of $28.0 million. We also expect to
see a liquidity benefit of about $100 million primarily from deferring social
security tax payments and accelerating tax depreciation in previous income tax
returns as allowed by the CARES Act. We expect to utilize this, along with cash
flow from operations to continue investments in new store construction, remodels
for restaurants that do not have a digital make line or Chipotlane and
technology. Additionally, as of June 30, 2020, we had $600.0 million of undrawn
borrowing capacity under a line of credit facility with JPMorgan Chase bank.

As sales fell quickly from the impact of COVID-19, we proactively implemented
several actions to reduce cash outlays and expenses. As part of our cash
preservation strategy, in March 2020 we temporarily suspended our stock buyback
program. In our restaurants, we are working to minimize waste, effectively
schedule labor hours, and reduce non-essential controllable costs. We halted all
non-essential travel and expenses. We are delaying non-essential reinvestments,
including deferring all remodels except for those that involve a digital make
line or the addition of a Chipotlane. We believe that cash from operations,
together with our cash and investment balances, will be sufficient to meet
ongoing capital expenditures, working capital requirements and other cash needs
for the foreseeable future. Assuming our comparable restaurant sales improvement
continues, we expect that we may be able to generate positive cash flow through
the balance of the year. Should our business take longer to recover than we
currently anticipate, there are other actions we can take to further conserve
liquidity.

We have not required significant working capital because customers pay in full
at the time of purchase and because our operations do not require significant
receivables, nor do they require significant inventories due, in part, to our
use of various fresh ingredients. In addition, we generally have the right to
pay for the purchase of food, beverages and supplies sometime after the receipt
of those items, generally within ten days, thereby reducing the need for
incremental working capital to support our growth.

Off-Balance Sheet Arrangements

As of June 30, 2020 and December 31, 2019, we had no material off-balance sheet arrangements or obligations.

Critical Accounting Estimates



Critical accounting estimates are those that we believe are both significant and
that require us to make difficult, subjective or complex judgments, often
because we need to estimate the effect of inherently uncertain matters. We base
our estimates and judgments on historical experiences and various other factors
that we believe to be appropriate under the circumstances. Actual results may
differ from these estimates, and we might obtain different estimates if we used
different assumptions or factors. We had no significant changes to our critical
accounting estimates as described in our annual report on Form 10-K for the year
ended December 31, 2019.

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