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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

  1. All Financial statements

Consolidated financial statements filed as part of this report are listed under Item 8. “Financial Statements and Supplementary Data.”

  1. Financial statement schedules

No schedules are required because either the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

  1. Exhibits
Description of Exhibit Incorporated Herein by Reference
Exhibit NumberExhibit DescriptionFormFile No.Filing DateExhibit NumberFiled Herewith
3.1Amended and Restated Certificate of Incorporation of Chipotle Mexican Grill, Inc.10-Q001-32731October 26, 20163.1
3.2Chipotle Mexican Grill, Inc. Amended and Restated Bylaws8-K001-32731October 6, 20163.1
4.1Form of Stock Certificate for Shares of Common Stock10-K001-32731February 10, 20124.1
10.1†Amended and Restated Chipotle Mexican Grill, Inc. 2006 Stock Incentive Plan10-K001-32731February 17, 201110.2
10.1.1†Form of 2011 Stock Appreciation Rights Agreement10-K001-32731February 17, 201110.2.10
10.1.2†Form of 2011 Performance-Based Stock Appreciation Rights Agreement10-K001-32731February 17, 201110.2.11
10.1.3Stock Appreciation Rights Agreement between Steve Ells and Chipotle Mexican Grill, Inc.10-Q001-32731April 26, 201810.1
10.2†Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan8-K001-32731May 24, 201810.1
10.2.1†Form of Board Restricted Stock Units Agreement10-Q001-32731July 22, 201410.1
10.2.2†Form of Stock Appreciation Rights Agreement10-Q001-32731April 20, 201210.1
10.2.3†Form of Performance-Based Stock Appreciation Rights Agreement10-Q001-32731April 20, 201210.2
10.2.4†Form of 2014 Stock Appreciation Rights Agreement10-K001-32731February 7, 201710.2.4
10.2.5†Form of 2014 Performance-Based Stock Appreciation Rights Agreement10-K001-32731February 7, 201710.2.5
10.2.6†Form of 2015 Performance Share Agreement10-Q001-32731April 22, 201510.2
10.2.7†Form of 2016 Stock Appreciation Rights Agreement10-Q001-32731April 27, 201610.1
10.2.8†Form of 2016 Performance Share Agreement10-Q001-32731April 27, 201610.2
10.2.8.1†Amendment to 2016 Performance Share Agreement8-K001-32731March 30, 201710.1
10.2.11†Form of 2017 Performance Share Agreement10-Q001-32731July 26, 201710.2
10.2.13Retention Agreement, dated January 9, 2018, between Jack Hartung and Chipotle Mexican Grill, Inc.8-K001-32731January 12, 201810.1
10.3Amended and Restated Registration Rights Agreement dated January 31, 2006 among Chipotle Mexican Grill, Inc., McDonald’s Corporation and certain shareholders10-K001-32731March 17, 200610.6
10.3.1Retention Agreement, dated January 9, 2018, between Mark Crumpacker and Chipotle Mexican Grill, Inc.8-K001-32731January 12, 201810.2
10.4†Board Pay Policies10-Q001-32731July 26, 201710.1
10.4.2Board Pay Policies effective May 22, 20188-K001-32731May 24, 201810.2
10.4.3Retention Agreement, dated January 9, 2018, between Scott Boatwright and Chipotle Mexican Grill, Inc.10-Q001-32731April 26, 201810.4
10.5†Chipotle Mexican Grill, Inc. Supplemental Deferred Investment Plan10-K001-32731February 23, 200710.11
10.5.1†Supplemental Deferred Investment Plan10-Q001-32731July 27, 201810.3
10.5.2Retention Agreement, dated January 9, 2018, between Curt Garner and Chipotle Mexican Grill, Inc.10-Q001-32731April 26, 201810.5
10.6†Form of Director and Officer Indemnification Agreement8-K001-32731March 21, 200710.1
10.6.1Offer Letter, dated February 11, 2018, between Brian R. Niccol and Chipotle Mexican Grill, Inc.8-K001-32731February 15, 201810.1
10.7†Chipotle Mexican Grill, Inc. Employee Stock Purchase Plan10-K001-32731February 10, 201210.11
10.7.1Non-Plan Inducement SOSARs Agreement between Brian R. Niccol and Chipotle Mexican Grill, Inc.S-833-223467March 6, 20184.3
10.8†Chipotle Mexican Grill, Inc. 2014 Cash Incentive Plan10-Q001-32731July 19, 201310.1
10.8.1Non-Plan Inducement RSUs Agreement between Brian R. Niccol and Chipotle Mexican Grill, Inc.S-833-223467March 6, 20184.4
10.9Separation Agreement, dated March 13, 2018, between Mark Crumpacker and Chipotle Mexican Grill, Inc.8-K001-32731March 14, 201810.1
10.10Investor Agreement dated December 14, 2016 between Chipotle Mexican Grill, Inc. and Pershing Square Capital Management, L.P.8-K001-32731December 19, 201610.1
10.11Registration Rights Agreement dated February 3, 2017, between Chipotle Mexican Grill, Inc. and Pershing Square Capital Management, L.P.10-K001-32731February 7, 201710.11
10.11.1Form of 2018 CEO SOSARs Agreement8-K/A001-32731April 3, 201810.2
10.12Executive Agreement dated May 29, 2017 between Chipotle Mexican Grill, Inc. and Scott Boatwright8-K001-32731September 15, 201710.1
10.12.1Form of 2018 Premium-priced SOSARs Agreement8-K/A001-32731April 3, 201810.3
10.13Executive Chairman Agreement dated November 28, 2017 between Chipotle Mexican Grill, Inc. and Steve Ells8-K001-32731December 1, 201710.1
10.13.1Offer Letter, dated March 9, 2018, between Christopher Brandt and Chipotle Mexican Grill, Inc.10-Q001-32731April 26, 201810.13
10.14Form of 2018 Stock Appreciation Rights Agreement10-Q001-32731April 26, 201810.14
10.15Form of 2018 Restricted Stock Units Agreement10-Q001-32731April 26, 201810.15
10.16Form of 2018 Restricted Stock Units Agreement - 12 month10-Q001-32731April 26, 201810.16
21.1Subsidiaries of Chipotle Mexican Grill, Inc.----X
23.1Consent of Ernst & Young LLP (as the independent registered public accounting firm of Chipotle Mexican Grill, Inc.)----X
24.1Power of Attorney (included on signature page of this report)----X
31.1Certification of Chief Executive Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002----X
31.2Certification of Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002----X
32.1Certification of Chief Executive Officer and Chief Financial Officer of Chipotle Mexican Grill, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002----X
101The following financial statements, formatted in XBRL: (i) Consolidated Balance Sheet as of December 31, 2018 and December 31, 2017, (ii) Consolidated Statement of Income for the years ended December 31, 2018, 2017 and 2016, (iii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016, (iv) Consolidated Statement of Shareholders’ Equity for the years ended December 31, 2018, 2017 and 2016, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016; and (vi) Notes to the Consolidated Financial Statements----X

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