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S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/05/2005
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      naturally raised, organically grown and sustainably grown ingredients, in light of pricing considerations. Today, about 15% of all of the beans we buy are organically grown. In all of our stores, we make our guacamole, tomato and corn salsa daily, using what we believe are the best available ingredients, including Hass avocados, herbs, spices and real citrus juice. By setting a good example, we hope to be at the forefront in creating larger markets for these higher-quality ingredients and making higher-quality food that's previously been available only in some grocery stores and high-end restaurants accessible to just about everyone.

    "A few things, thousands of ways."    We only serve a few things: burritos, burrito bols (a burrito without the tortilla), tacos and salads. But because customers can choose from four different meats, two types of beans and a variety of extras such as salsas, guacamole, cheese and lettuce, there's a lot of variety. Mathematically speaking, our menu can provide more than 65,000 choices. We plan to keep a simple menu, but we'll always consider sensible additions. For example, we introduced the burrito bol in 2003—just when the popularity of low-carbohydrate diets exploded—and estimate that we sold about seven million of them in that year. While

    many of our competitors raced to create low-carbohydrate menus, we didn't change much. We just developed a new way to deliver the food we already served so that customers would have another way to meet their individual preferences. In 2005, we rolled out a salad that uses the same ingredients as our burritos and tacos, with the addition of a chipotle-honey vinaigrette, made in-store daily, that we think appeals to people who want lighter fare or more variety. We think our customers like the simplicity of what we're doing and that the Chipotle experience has broad appeal.

We believe that our focus on "food with integrity" will resonate with customers as the public becomes increasingly aware of, and concerned about, what they eat.

    "Act Like You Own The Place"

        We believe that our front-line crew differentiates the Chipotle experience. We place a premium on finding employees who will thrive in an environment where they're expected to do more than follow a detailed manual and who embrace our vision of good food, served quickly. This is important because our food ordering process lets our customers select exactly what they want and how they want it by speaking directly to the employees preparing the food. They don't order a prepackaged combo meal and wait while their food is made behind a wall, out of sight. Virtually all of what our crew does is in view of customers, giving them a chance to display their culinary skills as well as their individuality. Because the person who prepares the food—grilling chicken and steak, chopping fresh vegetables, tossing freshly steamed rice with cilantro and citrus juice—is often the same person who serves it, our employees have a strong sense of pride in their work. We think this and our crew's commitment to our vision contribute to better execution and service and are reflected in our crew turnover rate, which we believe is lower than the average in our industry.

    No Two Are The Same

        The design of each Chipotle store reflects the same idea as our food: a limited number of basic materials—concrete, corrugated barn metal, plywood, steel and utilitarian light fixtures—used in imaginative ways. We design each store individually to suit the space. Our stores don't use signs that say "Order Here" or "Pick-up Here," but instead rely on a natural flow based on the floor plan and architectural elements that make the food ordering process intuitive. Our approach allows us to build stores that are unmistakably Chipotle, while respecting the character of the neighborhoods where we operate. Whether we're in a historic district in an urban area, or a suburban community with more restrictive zoning and similar requirements, we try to design and build stores that complement their surroundings, rather than overwhelm them. Even the design of our chairs and artwork, created by a Colorado artist, is unique to Chipotle. The design of our serving line and our open kitchens also exemplify

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