(a)

Exhibits and Financial Statement Schedules

(1)    Our Consolidated Financial Statements and Notes thereto are included in Part II, Item 8, of this annual report on Form 10-K. See “Index to Financial Statements and Supplemental Data” for more detail.

(2)    All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, included in Part II, Item 8 of this annual report on Form 10-K.

(3)    Index to Exhibits

2.1

Agreement and Plan of Merger, dated February 18, 2000, by and among Red Robin International, Inc., Red Robin Holding Co., Inc., The Snyder Group Company and the stockholders of The Snyder Group Company. Incorporated by reference to Exhibit 2.1 filed as an exhibit to the Company’s Registration Statement on Form S-1 dated April 26, 2002 (Registration No. 333-87044).

2.2

Closing Agreement and Amendment to Merger Agreement, entered into as May 11, 2000, by and among Red Robin International Inc., Red Robin Holding Co., Inc., The Snyder Group Company and the stockholders of The Snyder Group Company. Incorporated by reference to Exhibit 2.2 filed as an exhibit to Amendment No. 1 of the Company’s Registration Statement on Form S-1 dated June 10, 2002 (Registration No. 333-87044).

2.3

Memorandum Agreement, dated May 10, 2001, by and among The Snyder Group Company, Red Robin International, Inc., Red Robin West, Inc., Rodney Bench, as trustee of that certain Trust Indenture Agreement, dated May 11, 2000, by and among Red Robin International, Inc., Rodney Bench and Bunch Grass Leasing, LLC. Incorporated by reference to Exhibit 10.16 filed as an exhibit to the Company’s Registration Statement on Form S-1 dated April 26, 2002 (Registration No. 333-87044).

2.4

Agreement and Plan of Merger, dated January 23, 2001, by and among Red Robin International, Inc., Red Robin Gourmet Burgers, Inc. and Red Robin Merger Sub, Inc. Incorporated by reference to Exhibit 2.4 filed as an exhibit to the Company’s Registration Statement on Form S-1 dated April 26, 2002 (Registration No. 333-87044).

2.5

Stock Purchase Agreement, dated as of September 19, 2001, by and among Western Franchise Development, Inc., Dennis E. Garcelon and E. Marlena Garcelon, trustees of the Garcelon Trust dated January 6, 1992, Samuel Winston Garcelon and Red Robin International, Inc. Incorporated by reference to Exhibit 2.5 filed as an exhibit to the Company’s Registration Statement on Form S-1 dated April 26, 2002 (Registration No. 333-87044).

3.1

Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 filed as an exhibit to Amendment No. 4 of the Company’s Registration Statement on Form S-1 dated July 17, 2002 (Registration No. 333-87044).

3.2

Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2 filed as an exhibit to Amendment No. 4 of the Company’s Registration Statement on Form S-1 dated July 17, 2002 (Registration No. 333-87044).

4.1

Specimen stock certificate. Incorporated by reference to Exhibit 4.1 filed as an exhibit to Amendment No. 1 of the Company’s Registration Statement on Form S-1 dated June 10, 2002 (Registration No. 333-87044).

10.1

Red Robin Gourmet Burgers, Inc. Incentive Stock Option and Nonqualified Stock Option Plan—1990. Incorporated by reference to Exhibit 10.1 filed as an exhibit to the Company’s Registration Statement on Form S-1 dated April 26, 2002 (Registration No. 333-87044).