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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 27, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from:  to



Commission file numbers:

| |  |  |  |                      |  |            |  |  |  | 
| |  |  |  | -------------------- |  | ---------- |  |  |  | 
| |  |  |  | Dominos Pizza, Inc. |  | 333-114442 |  |  |  | 
| |  |  |  | Dominos, Inc.       |  | 333-107774 |  |  |  | 



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Dominos Pizza, Inc.

Dominos, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 38-2511577                             
|Delaware                                                       |  | 38-3025165                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



30 Frank Lloyd
Wright Drive

Ann Arbor, Michigan 48106

(Address of principal executive offices)



(734) 930-3030

(Registrants telephone number, including area code)



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Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act):    Yes ̈No  x



As of April 30, 2005, Dominos Pizza, Inc. had 64,764,185 shares of common stock, par
value $0.01 per share, outstanding. As of April 30, 2005, Dominos, Inc. had 10 shares of common stock, par value $0.01 per share, outstanding. All of the stock of Dominos, Inc. was held by Dominos Pizza, Inc.



This Quarterly Report on Form 10-Q is a combined quarterly report being filed separately by
two registrants: Dominos Pizza, Inc. and Dominos, Inc. Except where the context clearly indicates otherwise, any references in this report to Dominos Pizza, Inc. includes all subsidiaries of Dominos Pizza, Inc., including
Dominos, Inc. Dominos, Inc. makes no representation as to the information contained in this report in relation to Dominos Pizza, Inc. and its subsidiaries, other than Dominos, Inc. and its subsidiaries.



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##### Table of Contents

Dominos Pizza, Inc.

Dominos, Inc.



TABLE OF CONTENTS



|           |  |                                                                                                                     |  |         
|---------- |  | ------------------------------------------------------------------------------------------------------------------- |  | --------
|           |  |                                                                                                                     |  | Page No.
|PART I.    |  | FINANCIAL INFORMATION                                                                                               |  |         
|           |  |                                                                                                                    
|Item 1.    |  | Financial Statements                                                                                                |  |         
|           |  |                                                                                                                    
|           |  | Condensed Consolidated Balance Sheets (Unaudited) March 27, 2005 and January 2, 2005                               |  | 3       
|           |  |                                                                                                                    
|           |  | Condensed Consolidated Statements of Income (Unaudited) Fiscal quarter ended March 27, 2005 and March 21, 2004     |  | 4       
|           |  |                                                                                                                    
|           |  | Condensed Consolidated Statements of Cash Flows (Unaudited) Fiscal quarter ended March 27, 2005 and March 21, 2004 |  | 5       
|           |  |                                                                                                                    
|           |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                    |  | 6       
|           |  |                                                                                                                    
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                               |  | 12      
|           |  |                                                                                                                    
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                          |  | 18      
|           |  |                                                                                                                    
|Item 4.    |  | Controls and Procedures                                                                                             |  | 18      
|           |  |                                                                                                                    
|PART II.   |  | OTHER INFORMATION                                                                                                   |  |         
|           |  |                                                                                                                    
|Item 1.    |  | Legal Proceedings                                                                                                   |  | 19      
|           |  |                                                                                                                    
|Item 2.    |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                                    |  | 19      
|           |  |                                                                                                                    
|Item 3.    |  | Defaults Upon Senior Securities                                                                                     |  | 19      
|           |  |                                                                                                                    
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                 |  | 19      
|           |  |                                                                                                                    
|Item 5.    |  | Other Information                                                                                                   |  | 19      
|           |  |                                                                                                                    
|Item 6.    |  | Exhibits                                                                                                            |  | 19      
|           | 
|SIGNATURES |  | 20                                                                                                                 



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



Dominos Pizza, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)



|                                            |  |               |          |   |                       |   |          |  
|------------------------------------------- |  | ------------- | -------- | - | --------------------- | - | -------- | -
|(In thousands)                              |  | March 27,2005 |          |   | January 2,2005 (Note) |  
|                                            | 
|Assets                                      |  |               |          |   |                       |   |          |  
|Current assets:                             |  |               |          |   |                       |   |          |  
|Cash and cash equivalents                   |  | $             | 53,233   |   |                       | $ | 40,396   |  
|Accounts receivable                         |  |               | 73,055   |   |                       |   | 73,138   |  
|Inventories                                 |  |               | 21,231   |   |                       |   | 21,505   |  
|Notes receivable                            |  |               | 1,691    |   |                       |   | 1,763    |  
|Prepaid expenses and other                  |  |               | 12,656   |   |                       |   | 13,555   |  
|Advertising fund assets, restricted         |  |               | 29,462   |   |                       |   | 32,817   |  
|Deferred income taxes                       |  |               | 6,317    |   |                       |   | 6,317    |  
|                                            |  |               |          |   |                       |   |          |  
|Total current assets                        |  |               | 197,645  |   |                       |   | 189,491  |  
|                                            |  |               |          |   |                       |   |          |  
|Property, plant and equipment:              |  |               |          |   |                       |   |          |  
|Land and buildings                          |  |               | 23,992   |   |                       |   | 23,241   |  
|Leasehold and other improvements            |  |               | 74,429   |   |                       |   | 74,922   |  
|Equipment                                   |  |               | 161,004  |   |                       |   | 159,462  |  
|Construction in progress                    |  |               | 8,018    |   |                       |   | 6,114    |  
|                                            |  |               |          |   |                       |   |          |  
|                                            |  |               | 267,443  |   |                       |   | 263,739  |  
|Accumulated depreciation and amortization   |  |               | 132,079  |   |                       |   | 126,856  |  
|                                            |  |               |          |   |                       |   |          |  
|Property, plant and equipment, net          |  |               | 135,364  |   |                       |   | 136,883  |  
|                                            |  |               |          |   |                       |   |          |  
|Other assets:                               |  |               |          |   |                       |   |          |  
|Deferred financing costs                    |  |               | 12,624   |   |                       |   | 13,411   |  
|Goodwill                                    |  |               | 22,610   |   |                       |   | 22,955   |  
|Capitalized software                        |  |               | 23,281   |   |                       |   | 24,079   |  
|Other assets                                |  |               | 21,169   |   |                       |   | 20,832   |  
|Deferred income taxes                       |  |               | 37,332   |   |                       |   | 39,696   |  
|                                            |  |               |          |   |                       |   |          |  
|Total other assets                          |  |               | 117,016  |   |                       |   | 120,973  |  
|                                            |  |               |          |   |                       |   |          |  
|Total assets                                |  | $             | 450,025  |   |                       | $ | 447,347  |  
|                                            |  |               |          |   |                       |   |          |  
|Liabilities and stockholders deficit       |  |               |          |   |                       |   |          |  
|Current liabilities:                        |  |               |          |   |                       |   |          |  
|Current portion of long-term debt           |  | $             | 291      |   |                       | $ | 25,295   |  
|Accounts payable                            |  |               | 58,361   |   |                       |   | 55,350   |  
|Insurance reserves                          |  |               | 10,142   |   |                       |   | 9,778    |  
|Advertising fund liabilities                |  |               | 29,462   |   |                       |   | 32,817   |  
|Other accrued liabilities                   |  |               | 73,332   |   |                       |   | 66,427   |  
|                                            |  |               |          |   |                       |   |          |  
|Total current liabilities                   |  |               | 171,588  |   |                       |   | 189,667  |  
|                                            |  |               |          |   |                       |   |          |  
|Long-term liabilities:                      |  |               |          |   |                       |   |          |  
|Long-term debt, less current portion        |  |               | 751,582  |   |                       |   | 755,405  |  
|Insurance reserves                          |  |               | 18,933   |   |                       |   | 18,039   |  
|Other accrued liabilities                   |  |               | 33,484   |   |                       |   | 34,116   |  
|                                            |  |               |          |   |                       |   |          |  
|Total long-term liabilities                 |  |               | 803,999  |   |                       |   | 807,560  |  
|                                            |  |               |          |   |                       |   |          |  
|Stockholders deficit:                      |  |               |          |   |                       |   |          |  
|Common stock                                |  |               | 691      |   |                       |   | 687      |  
|Additional paid-in capital                  |  |               | 306,452  |   |                       |   | 302,413  |  
|Retained deficit                            |  |               | (841,234 | ) |                       |   | (859,289 | )
|Deferred stock compensation                 |  |               | (191     | ) |                       |   | (202     | )
|Accumulated other comprehensive income      |  |               | 8,720    |   |                       |   | 6,511    |  
|                                            |  |               |          |   |                       |   |          |  
|Total stockholders deficit                 |  |               | (525,562 | ) |                       |   | (549,880 | )
|                                            |  |               |          |   |                       |   |          |  
|Total liabilities and stockholders deficit |  | $             | 450,025  |   |                       | $ | 447,347  |  
|                                            |  |               |          |   |                       |   |          |  

|Note: | The balance sheet at January 2, 2005 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes
required by accounting principles generally accepted in the United States for complete financial statements.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See accompanying notes.



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##### Table of Contents

Dominos Pizza, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)



|                                         |               |                      |         |               |  |   |         |  
|---------------------------------------- | ------------- | -------------------- | ------- | ------------- |  | - | ------- | -
|(In thousands, except per share data)    |               | Fiscal Quarter Ended |        
|                                         | March 27,2005 |                      |         | March 21,2004 | 
|Revenues:                                |               |                      |         |               |  |   |         |  
|Domestic Company-owned stores            |               | $                    | 98,225  |               |  | $ | 87,964  |  
|Domestic franchise                       |               |                      | 39,233  |               |  |   | 34,637  |  
|Domestic distribution                    |               |                      | 201,817 |               |  |   | 170,850 |  
|International                            |               |                      | 30,393  |               |  |   | 25,303  |  
|                                         |               |                      |         |               |  |   |         |  
|Total revenues                           |               |                      | 369,668 |               |  |   | 318,754 |  
|                                         |               |                      |         |               |  |   |         |  
|Cost of sales:                           |               |                      |         |               |  |   |         |  
|Domestic Company-owned stores            |               |                      | 78,140  |               |  |   | 70,103  |  
|Domestic distribution                    |               |                      | 182,110 |               |  |   | 154,198 |  
|International                            |               |                      | 16,405  |               |  |   | 13,342  |  
|                                         |               |                      |         |               |  |   |         |  
|Total cost of sales                      |               |                      | 276,655 |               |  |   | 237,643 |  
|                                         |               |                      |         |               |  |   |         |  
|Operating margin                         |               |                      | 93,013  |               |  |   | 81,111  |  
|                                         |               |                     
|General and administrative               |               |                      | 42,518  |               |  |   | 37,640  |  
|                                         |               |                      |         |               |  |   |         |  
|Income from operations                   |               |                      | 50,495  |               |  |   | 43,471  |  
|                                         |               |                     
|Interest income                          |               |                      | 214     |               |  |   | 86      |  
|Interest expense                         |               |                      | (10,616 | )             |  |   | (13,985 | )
|                                         |               |                      |         |               |  |   |         |  
|Income before provision for income taxes |               |                      | 40,093  |               |  |   | 29,572  |  
|                                         |               |                     
|Provision for income taxes               |               |                      | 15,135  |               |  |   | 11,164  |  
|                                         |               |                      |         |               |  |   |         |  
|Net income                               |               | $                    | 24,958  |               |  | $ | 18,408  |  
|                                         |               |                      |         |               |  |   |         |  
|Earnings per share:                      |               |                      |         |               |  |   |         |  
|Class L common stock  basic and diluted |               |                      | N/A     |               |  | $ | 2.49    |  
|                                         |               |                     
|Common stock  basic                     |               | $                    | 0.36    |               |  | $ | 0.29    |  
|Common stock  diluted                   |               |                      | 0.35    |               |  |   | 0.26    |  



See accompanying notes.



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Dominos Pizza, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  |                      |         |   |               |   |         |  
|--------------------------------------------------------------------------------- |  | -------------------- | ------- | - | ------------- | - | ------- | -
|                                                                                  |  | Fiscal Quarter Ended |        
|(In thousands)                                                                    |  | March 27,2005        |         |   | March 21,2004 |  
|Cash flows from operating activities:                                             |  |                      |         |   |               |   |         |  
|Net income                                                                        |  | $                    | 24,958  |   |               | $ | 18,408  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                      |         |   |               |   |         |  
|Depreciation and amortization                                                     |  |                      | 7,321   |   |               |   | 6,945   |  
|Amortization of deferred financing costs and debt discount                        |  |                      | 844     |   |               |   | 782     |  
|Provision for deferred income taxes                                               |  |                      | 600     |   |               |   | 2,630   |  
|Other                                                                             |  |                      | 400     |   |               |   | 30      |  
|Changes in operating assets and liabilities                                       |  |                      | 6,548   |   |               |   | (11,745 | )
|                                                                                  |  |                      |         |   |               |   |         |  
|Net cash provided by operating activities                                         |  |                      | 40,671  |   |               |   | 17,050  |  
|                                                                                  |  |                      |         |   |               |   |         |  
|Cash flows from investing activities:                                             |  |                      |         |   |               |   |         |  
|Capital expenditures                                                              |  |                      | (6,693  | ) |               |   | (6,795  | )
|Other                                                                             |  |                      | 2,143   |   |               |   | 553     |  
|                                                                                  |  |                      |         |   |               |   |         |  
|Net cash used in investing activities                                             |  |                      | (4,550  | ) |               |   | (6,242  | )
|                                                                                  |  |                      |         |   |               |   |         |  
|Cash flows from financing activities:                                             |  |                      |         |   |               |   |         |  
|Repayments of long-term debt and capital lease obligation                         |  |                      | (25,080 | ) |               |   | (18,371 | )
|Other                                                                             |  |                      | 1,899   |   |               |   | (230    | )
|                                                                                  |  |                      |         |   |               |   |         |  
|Net cash used in financing activities                                             |  |                      | (23,181 | ) |               |   | (18,601 | )
|                                                                                  |  |                      |         |   |               |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                      |  |                      | (103    | ) |               |   | (6      | )
|                                                                                  |  |                      |         |   |               |   |         |  
|Increase (decrease) in cash and cash equivalents                                  |  |                      | 12,837  |   |               |   | (7,799  | )
|Cash and cash equivalents, at beginning of period                                 |  |                      | 40,396  |   |               |   | 46,391  |  
|                                                                                  |  |                      |         |   |               |   |         |  
|Cash and cash equivalents, at end of period                                       |  | $                    | 53,233  |   |               | $ | 38,592  |  
|                                                                                  |  |                      |         |   |               |   |         |  



See accompanying notes.



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Dominos Pizza, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited; tabular amounts in thousands, except share and per share amounts)



March 27, 2005



1. Basis of Presentation



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto for the fiscal year ended January 2, 2005 included in our annual report on Form 10-K.



In the opinion of management, all adjustments, consisting of normal
recurring items, considered necessary for a fair presentation have been included. Operating results for the fiscal quarter ended March 27, 2005 are not necessarily indicative of the results that may be expected for the fiscal year ending January 1,
2006.



Dominos Pizza, Inc. is the parent and holding
company of Dominos, Inc. Accordingly, all 10 outstanding shares of Dominos, Inc. common stock, par value $0.01 per share, are owned by Dominos Pizza, Inc. As the holding company of Dominos, Inc., Dominos Pizza, Inc.
does not conduct ongoing business operations. As a result, the financial information for Dominos Pizza, Inc. and subsidiaries and Dominos, Inc. and subsidiaries is substantially similar. As the differences are minor, we have presented
Dominos Pizza, Inc. and subsidiaries information throughout this filing, except for the supplemental guarantor condensed consolidating financial statements of Dominos, Inc. and subsidiaries included in footnote 8.



2. Comprehensive Income



|                                                                                  |  |                      |        |   |               |   |        |  
|--------------------------------------------------------------------------------- |  | -------------------- | ------ | - | ------------- | - | ------ | -
|                                                                                  |  | Fiscal Quarter Ended |       
|                                                                                  |  | March 27, 2005       |        |   | March 21,2004 |  
|Net income                                                                        |  | $                    | 24,958 |   |               | $ | 18,408 |  
|Unrealized gains (losses) on derivative instruments, net of tax                   |  |                      | 3,205  |   |               |   | (193   | )
|Reclassification adjustment for (gains) losses included in net income, net of tax |  |                      | (298   | ) |               |   | 649    |  
|Currency translation adjustment                                                   |  |                      | (698   | ) |               |   | (144   | )
|                                                                                  |  |                      |        |   |               |   |        |  
|Comprehensive income                                                              |  | $                    | 27,167 |   |               | $ | 18,720 |  
|                                                                                  |  |                      |        |   |               |   |        |  



3. Segment Information



The following table summarizes revenues, income from operations and earnings
before interest, taxes, depreciation, amortization and other, which is the measure by which management allocates resources to its segments and which we refer to as Segment Income, for each of our reportable segments.



|                         |  |                                                         |         |                      |   |               |  |                      |        |  |       |         |   |       |   |        |   |  |   |        
|------------------------ |  | ------------------------------------------------------- | ------- | -------------------- | - | ------------- |  | -------------------- | ------ |  | ----- | ------- | - | ----- | - | ------ | - |  | - | -------
|                         |  | Fiscal Quarters Ended March 27, 2005 and March 21, 2004
|                         |  | DomesticStores                                          |         | DomesticDistribution |   | International |  | IntersegmentRevenues |        |  | Other |         |   | Total
|Revenues                |  |                                                         |         |                      |   |               |  |                      |        |  |       |         |   |       |   |        |   |  |   |        
|2005                     |  | $                                                       | 137,458 |                      | $ | 230,975       |  | $                    | 30,393 |  | $     | (29,158 | ) |       | $ |       |   |  | $ | 369,668
|2004                     |  |                                                         | 122,601 |                      |   | 193,940       |  |                      | 25,303 |  |       | (23,090 | ) |       |   |       |   |  |   | 318,754
|Income from operations  |  |                                                         |         |                      |   |               |  |                      |        |  |       |         |   |       |   |        |   |  |   |        
|2005                     |  | $                                                       | 37,265  |                      | $ | 13,080        |  | $                    | 8,596  |  |       | N/A     |   |       | $ | (8,446 | ) |  | $ | 50,495 
|2004                     |  |                                                         | 31,774  |                      |   | 10,932        |  |                      | 7,510  |  |       | N/A     |   |       |   | (6,745 | ) |  |   | 43,471 
|Segment Income          |  |                                                         |         |                      |   |               |  |                      |        |  |       |         |   |       |   |        |   |  |   |        
|2005                     |  | $                                                       | 40,011  |                      | $ | 15,629        |  | $                    | 8,950  |  |       | N/A     |   |       | $ | (6,673 | ) |  | $ | 57,917 
|2004                     |  |                                                         | 34,827  |                      |   | 13,137        |  |                      | 7,746  |  |       | N/A     |   |       |   | (5,265 | ) |  |   | 50,445 





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The following table reconciles Total Segment Income to consolidated income before provision for income
taxes.



|                                         |  |                      |         |   |               |   |         |  
|---------------------------------------- |  | -------------------- | ------- | - | ------------- | - | ------- | -
|                                         |  | Fiscal Quarter Ended |        
|                                         |  | March 27, 2005       |         |   | March 21,2004 |  
|Total Segment Income                     |  | $                    | 57,917  |   |               | $ | 50,445  |  
|Depreciation and amortization            |  |                      | (7,321  | ) |               |   | (6,945  | )
|Losses on sale/disposal of assets        |  |                      | (21     | ) |               |   | (18     | )
|Non-cash stock compensation expense      |  |                      | (80     | ) |               |   | (11     | )
|                                         |  |                      |         |   |               |   |         |  
|Income from operations                   |  |                      | 50,495  |   |               |   | 43,471  |  
|Interest income                          |  |                      | 214     |   |               |   | 86      |  
|Interest expense                         |  |                      | (10,616 | ) |               |   | (13,985 | )
|                                         |  |                      |         |   |               |   |         |  
|Income before provision for income taxes |  | $                    | 40,093  |   |               | $ | 29,572  |  
|                                         |  |                      |         |   |               |   |         |  



4. Earnings Per Share



|                                                                |  |                      |            |               |   |           
|--------------------------------------------------------------- |  | -------------------- | ---------- | ------------- | - | ----------
|                                                                |  | Fiscal Quarter Ended
|                                                                |  | March 27, 2005       |            | March 21,2004
|Net income available to common stockholders  basic and diluted |  | $                    | 24,958     |               | $ | 18,408    
|                                                                |  |                      |            |               |   |           
|Allocation of net income to common stockholders:                |  |                      |            |               |   |           
|Class L                                                         |  |                      | N/A        |               | $ | 9,012     
|Common stock                                                    |  | $                    | 24,958     |               |   | 9,396     
|                                                                |  |                     
|Weighted average number of shares:                              |  |                      |            |               |   |           
|Class L                                                         |  |                      | N/A        |               |   | 3,614,007 
|Common stock                                                    |  |                      | 68,922,555 |               |   | 32,701,476
|                                                                |  |                     
|Earnings per share  basic:                                     |  |                      |            |               |   |           
|Class L                                                         |  |                      | N/A        |               | $ | 2.49      
|Common stock                                                    |  | $                    | 0.36       |               |   | 0.29      
|                                                                |  |                     
|Diluted weighted average number of shares:                      |  |                      |            |               |   |           
|Class L                                                         |  |                      | N/A        |               |   | 3,617,180 
|Common stock                                                    |  |                      | 71,555,554 |               |   | 36,091,737
|                                                                |  |                     
|Earnings per share  diluted:                                   |  |                      |            |               |   |           
|Class L                                                         |  |                      | N/A        |               | $ | 2.49      
|Common stock                                                    |  | $                    | 0.35       |               |   | 0.26      



5. Stock-Based Compensation



We account for our stock option plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The following table illustrates the effect on net income if we had applied the fair value recognition provisions of
SFAS No. 123, Accounting for Stock-Based Compensation to the stock-based employee compensation.



|                                                                                                                                          |  |                      |        |   |               |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ------ | - | ------------- | - | ------ | -
|                                                                                                                                          |  | Fiscal Quarter Ended |       
|                                                                                                                                          |  | March 27,2005        |        |   | March 21,2004 |  
|Net income, as reported                                                                                                                   |  | $                    | 24,958 |   |               | $ | 18,408 |  
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                                |  |                      | 50     |   |               |   | 7      |  
|Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax
effects |  |                      | (310   | ) |               |   | (81    | )
|                                                                                                                                          |  |                      |        |   |               |   |        |  
|Net income, pro forma                                                                                                                     |  | $                    | 24,698 |   |               | $ | 18,334 |  
|                                                                                                                                          |  |                      |        |   |               |   |        |  



The pro forma basic
and diluted earnings per share amounts are the same as the earnings per share amounts reported in footnote 4.



7



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##### Table of Contents

6. New Accounting Pronouncement



In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R (revised 2004), Share-Based Payments (SFAS 123R). In
April 2005, the FASB amended SFAS 123R to delay the effective date of the Statement to the first annual period beginning after June 15, 2005. SFAS 123R requires that the cost of all employee stock options, as well as other equity-based compensation
arrangements, be reflected in the financial statements based on the estimated fair value of the awards. We are required to adopt SFAS 123R at the beginning of fiscal 2006. We are currently assessing valuation model alternatives (i.e. Black-Scholes
or binomial models) as well as related assumptions to be used in such models. Additionally, we are evaluating the two adoption alternatives (the modified-prospective method and the modified-retrospective method). Once our evaluation is complete, we
will determine an appropriate valuation model, the method of adoption and the impact the adoption will have on our results of operations.



7. Related Party Share Repurchase and Senior Credit Facility Amendment



Subsequent to the first quarter, we repurchased and retired 4,409,171 shares of our Common Stock from JP Morgan Capital, L.P. and its affiliates
(collectively, JPMP), for $75.0 million, or $17.01 per share. The repurchase price of $17.01 per share in this private transaction was based on a negotiated discount between us and JPMP. We used $35.0 million of available cash on hand and $40.0
million of borrowings from our revolving credit facility to fund the repurchase of shares.



Additionally, we completed an amendment to our senior credit facility in order to permit the share repurchase transaction, reduce current cash sweep requirements and provide additional financial flexibility.



8. Supplemental Guarantor Condensed Consolidating Financial Statements of
Dominos, Inc. and Subsidiaries



The tables below present
condensed consolidating financial information for the applicable periods for: (1) Dominos, Inc.; (2) on a combined basis, the guarantor subsidiaries of Dominos, Inc.s senior subordinated notes due 2011, which includes most of the
domestic subsidiaries of Dominos, Inc. and one foreign subsidiary of Dominos, Inc.; and (3) on a combined basis, the non-guarantor subsidiaries of Dominos, Inc.s senior subordinated notes due 2011. The separate financial
statements of Dominos, Inc. and subsidiaries are presented using the equity method of accounting. Accordingly, Dominos, Inc.s investment in subsidiaries is included in Other assets and the net earnings of the
subsidiaries are included in Equity earnings in subsidiaries. Except for the minor differences noted in the footnotes to the condensed consolidating financial statements below, the consolidated financial statements of Dominos, Inc.
and subsidiaries are substantially similar to the consolidated financial statements of Dominos Pizza, Inc. and subsidiaries. Each of the guarantor subsidiaries is jointly, severally, fully and unconditionally liable under the related
guarantee.



8



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##### Table of Contents

Dominos, Inc. and Subsidiaries

Supplemental Guarantor Condensed Consolidating Balance Sheets



|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|---------------------------------------------------- |  | --------------------- | -------- | - | --------------------- | - | ------------------------- |  | ------------ | ------ |  | ------------ | -------- | - |  | - | -------- | -
|                                                     |  | As of March 27, 2005  |         
|                                                     |  | Dominos, Inc.        |          |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |        |  | Consolidated |         
|Cash and cash equivalents                            |  | $                     |         |   |                       | $ | 52,012                    |  | $            | 1,221  |  | $            |         |   |  | $ | 53,233   |  
|Accounts receivable                                  |  |                       |         |   |                       |   | 65,539                    |  |              | 7,516  |  |              |         |   |  |   | 73,055   |  
|Advertising fund assets, restricted                  |  |                       |         |   |                       |   |                          |  |              | 29,462 |  |              |         |   |  |   | 29,462   |  
|Other current assets                                 |  |                       | 4,698    |   |                       |   | 34,558                    |  |              | 2,639  |  |              |         |   |  |   | 41,895   |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current assets                                       |  |                       | 4,698    |   |                       |   | 152,109                   |  |              | 40,838 |  |              |         |   |  |   | 197,645  |  
|Property, plant and equipment, net                   |  |                       |         |   |                       |   | 129,723                   |  |              | 5,641  |  |              |         |   |  |   | 135,364  |  
|Other assets                                         |  |                       | 232,373  |   |                       |   | 69,687                    |  |              | 1,310  |  |              | (186,354 | ) |  |   | 117,016  |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Total assets                                         |  | $                     | 237,071  |   |                       | $ | 351,519                   |  | $            | 47,789 |  | $            | (186,354 | ) |  | $ | 450,025  |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current portion of long-term debt                    |  | $                     |         |   |                       | $ | 248                       |  | $            | 43     |  | $            |         |   |  | $ | 291      |  
|Accounts payable                                     |  |                       |         |   |                       |   | 42,812                    |  |              | 15,549 |  |              |         |   |  |   | 58,361   |  
|Advertising fund liabilities                         |  |                       |         |   |                       |   |                          |  |              | 29,462 |  |              |         |   |  |   | 29,462   |  
|Other current liabilities                            |  |                       | 9,681    |   |                       |   | 65,507                    |  |              | 1,383  |  |              |         |   |  |   | 76,571   |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current liabilities(1)                               |  |                       | 9,681    |   |                       |   | 108,567                   |  |              | 46,437 |  |              |         |   |  |   | 164,685  |  
|Long-term debt                                       |  |                       | 745,632  |   |                       |   | 5,623                     |  |              | 327    |  |              |         |   |  |   | 751,582  |  
|Other long-term liabilities                          |  |                       | 417      |   |                       |   | 51,793                    |  |              | 207    |  |              |         |   |  |   | 52,417   |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Long-term liabilities                                |  |                       | 746,049  |   |                       |   | 57,416                    |  |              | 534    |  |              |         |   |  |   | 803,999  |  
|Stockholders equity (deficit)(1)                    |  |                       | (518,659 | ) |                       |   | 185,536                   |  |              | 818    |  |              | (186,354 | ) |  |   | (518,659 | )
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Total liabilities and stockholders equity (deficit) |  | $                     | 237,071  |   |                       | $ | 351,519                   |  | $            | 47,789 |  | $            | (186,354 | ) |  | $ | 450,025  |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|                                                     | 
|                                                     |  | As of January 2, 2005 |         
|                                                     |  | Dominos, Inc.        |          |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |        |  | Consolidated |         
|Cash and cash equivalents                            |  | $                     | 3,124    |   |                       | $ | 36,331                    |  | $            | 941    |  | $            |         |   |  | $ | 40,396   |  
|Accounts receivable                                  |  |                       |         |   |                       |   | 65,404                    |  |              | 7,734  |  |              |         |   |  |   | 73,138   |  
|Advertising fund assets, restricted                  |  |                       |         |   |                       |   |                          |  |              | 32,817 |  |              |         |   |  |   | 32,817   |  
|Other current assets                                 |  |                       | 4,050    |   |                       |   | 36,258                    |  |              | 2,832  |  |              |         |   |  |   | 43,140   |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current assets                                       |  |                       | 7,174    |   |                       |   | 137,993                   |  |              | 44,324 |  |              |         |   |  |   | 189,491  |  
|Property, plant and equipment, net                   |  |                       |         |   |                       |   | 130,853                   |  |              | 6,030  |  |              |         |   |  |   | 136,883  |  
|Other assets                                         |  |                       | 227,984  |   |                       |   | 71,578                    |  |              | 1,481  |  |              | (180,070 | ) |  |   | 120,973  |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Total assets                                         |  | $                     | 235,158  |   |                       | $ | 340,424                   |  | $            | 51,835 |  | $            | (180,070 | ) |  | $ | 447,347  |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current portion of long-term debt                    |  | $                     | 25,000   |   |                       | $ | 242                       |  | $            | 53     |  | $            |         |   |  | $ | 25,295   |  
|Accounts payable                                     |  |                       |         |   |                       |   | 40,417                    |  |              | 14,933 |  |              |         |   |  |   | 55,350   |  
|Advertising fund liabilities                         |  |                       |         |   |                       |   |                          |  |              | 32,817 |  |              |         |   |  |   | 32,817   |  
|Other current liabilities                            |  |                       | 10,672   |   |                       |   | 63,755                    |  |              | 1,773  |  |              |         |   |  |   | 76,200   |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current liabilities(1)                               |  |                       | 35,672   |   |                       |   | 104,414                   |  |              | 49,576 |  |              |         |   |  |   | 189,662  |  
|Long-term debt                                       |  |                       | 749,361  |   |                       |   | 5,687                     |  |              | 357    |  |              |         |   |  |   | 755,405  |  
|Other long-term liabilities                          |  |                       |         |   |                       |   | 51,903                    |  |              | 252    |  |              |         |   |  |   | 52,155   |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Long-term liabilities                                |  |                       | 749,361  |   |                       |   | 57,590                    |  |              | 609    |  |              |         |   |  |   | 807,560  |  
|Stockholders equity (deficit)(1)                    |  |                       | (549,875 | ) |                       |   | 178,420                   |  |              | 1,650  |  |              | (180,070 | ) |  |   | (549,875 | )
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Total liabilities and stockholders equity (deficit) |  | $                     | 235,158  |   |                       | $ | 340,424                   |  | $            | 51,835 |  | $            | (180,070 | ) |  | $ | 447,347  |  
|                                                     |  |                       |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  

---

|(1) | Dominos Pizza, Inc. and subsidiaries had current liabilities of $171,588, and $189,667,
or $6,903 more than and $5 more than Dominos, Inc. and subsidiaries at March 27, 2005 and January 2, 2005, respectively. Dominos Pizza, Inc. and subsidiaries had total stockholders deficit of $(525,562) and $(549,880), or $6,903
more than and $5 more than Dominos, Inc. and subsidiaries at March 27, 2005 and January 2, 2005, respectively. The differences at March 27, 2005 resulted from the inclusion of a dividend payable recorded on Dominos Pizza, Inc. and
subsidiaries that was not recorded on Dominos, Inc. and subsidiaries. While Dominos, Inc. and subsidiaries plans to distribute funds to Dominos Pizza, Inc. and subsidiaries to pay this dividend, it was not a liability for
Dominos, Inc. and subsidiaries at March 27, 2005. There were no other differences between Dominos, Inc. and subsidiaries as compared to Dominos Pizza, Inc. and subsidiaries for the periods presented.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9



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##### Table of Contents

Dominos, Inc. and Subsidiaries

Supplemental Guarantor Condensed Consolidating Statements of Income



|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|--------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------- | -
|                                                                                              |  | Fiscal Quarter Ended March 27, 2005 |        
|                                                                                              |  | Dominos, Inc.                      |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Revenues                                                                                      |  | $                                   |        |   |                       | $ | 361,694 |                           |  | $ | 7,974        |   |  | $            |        |   |  | $ | 369,668 |  
|Cost of sales                                                                                 |  |                                     |        |   |                       |   | 270,885 |                           |  |   | 5,770        |   |  |              |        |   |  |   | 276,655 |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Operating margin                                                                              |  |                                     |        |   |                       |   | 90,809  |                           |  |   | 2,204        |   |  |              |        |   |  |   | 93,013  |  
|General and administrative                                                                    |  |                                     |        |   |                       |   | 40,033  |                           |  |   | 2,485        |   |  |              |        |   |  |   | 42,518  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) from operations                                                                 |  |                                     |        |   |                       |   | 50,776  |                           |  |   | (281         | ) |  |              |        |   |  |   | 50,495  |  
|Equity earnings in subsidiaries                                                               |  |                                     | 31,349  |   |                       |   |        |                           |  |   |             |   |  |              | (31,349 | ) |  |   |        |  
|Interest income (expense), net                                                                |  |                                     | (10,445 | ) |                       |   | 55      |                           |  |   | (12          | ) |  |              |        |   |  |   | (10,402 | )
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) before provision (benefit) for income taxes                                     |  |                                     | 20,904  |   |                       |   | 50,831  |                           |  |   | (293         | ) |  |              | (31,349 | ) |  |   | 40,093  |  
|Provision (benefit) for income taxes                                                          |  |                                     | (4,054  | ) |                       |   | 19,189  |                           |  |   |             |   |  |              |        |   |  |   | 15,135  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income (loss)                                                                             |  | $                                   | 24,958  |   |                       | $ | 31,642  |                           |  | $ | (293         | ) |  | $            | (31,349 | ) |  | $ | 24,958  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|                                                                                              | 
|                                                                                              |  | Fiscal Quarter Ended March 21, 2004 |        
|                                                                                              |  | Dominos, Inc.                      |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Revenues                                                                                      |  | $                                   |        |   |                       | $ | 312,473 |                           |  | $ | 6,281        |   |  | $            |        |   |  | $ | 318,754 |  
|Cost of sales                                                                                 |  |                                     |        |   |                       |   | 232,912 |                           |  |   | 4,731        |   |  |              |        |   |  |   | 237,643 |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Operating margin                                                                              |  |                                     |        |   |                       |   | 79,561  |                           |  |   | 1,550        |   |  |              |        |   |  |   | 81,111  |  
|General and administrative                                                                    |  |                                     |        |   |                       |   | 35,858  |                           |  |   | 1,782        |   |  |              |        |   |  |   | 37,640  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) from operations                                                                 |  |                                     |        |   |                       |   | 43,703  |                           |  |   | (232         | ) |  |              |        |   |  |   | 43,471  |  
|Equity earnings in subsidiaries                                                               |  |                                     | 26,859  |   |                       |   |        |                           |  |   |             |   |  |              | (26,859 | ) |  |   |        |  
|Interest income (expense), net                                                                |  |                                     | (13,787 | ) |                       |   | 5       |                           |  |   | (117         | ) |  |              |        |   |  |   | (13,899 | )
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) before provision (benefit) for income taxes                                     |  |                                     | 13,072  |   |                       |   | 43,708  |                           |  |   | (349         | ) |  |              | (26,859 | ) |  |   | 29,572  |  
|Provision (benefit) for income taxes                                                          |  |                                     | (5,336  | ) |                       |   | 16,500  |                           |  |   |             |   |  |              |        |   |  |   | 11,164  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income (loss)                                                                             |  | $                                   | 18,408  |   |                       | $ | 27,208  |                           |  | $ | (349         | ) |  | $            | (26,859 | ) |  | $ | 18,408  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|                                                                                             
|Dominos, Inc. and Subsidiaries Supplemental Condensed Consolidating Statements of Cash Flows | 
|
|                                                                                              | 
|                                                                                              |  | Fiscal Quarter Ended March 27, 2005 |        
|                                                                                              |  | Dominos, Inc.                      |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Net cash provided by (used in) operating activities(2)                                        |  | $                                   | (10,593 | ) |                       | $ | 50,764  |                           |  | $ | 506          |   |  | $            |        |   |  | $ | 40,677  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Capital expenditures                                                                          |  |                                     |        |   |                       |   | (6,603  | )                         |  |   | (90          | ) |  |              |        |   |  |   | (6,693  | )
|Other                                                                                         |  |                                     |        |   |                       |   | 2,143   |                           |  |   |             |   |  |              |        |   |  |   | 2,143   |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net cash used in investing activities                                                         |  |                                     |        |   |                       |   | (4,460  | )                         |  |   | (90          | ) |  |              |        |   |  |   | (4,550  | )
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Repayments of debt                                                                            |  |                                     | (25,000 | ) |                       |   | (21     | )                         |  |   | (59          | ) |  |              |        |   |  |   | (25,080 | )
|Other                                                                                         |  |                                     | 32,469  |   |                       |   | (30,576 | )                         |  |   |             |   |  |              |        |   |  |   | 1,893   |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net cash provided by (used in) financing activities(2)                                        |  |                                     | 7,469   |   |                       |   | (30,597 | )                         |  |   | (59          | ) |  |              |        |   |  |   | (23,187 | )
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                                  |  |                                     |        |   |                       |   | (26     | )                         |  |   | (77          | ) |  |              |        |   |  |   | (103    | )
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Increase (decrease) in cash and cash equivalents                                              |  |                                     | (3,124  | ) |                       |   | 15,681  |                           |  |   | 280          |   |  |              |        |   |  |   | 12,837  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Cash and cash equivalents, at beginning of period                                             |  |                                     | 3,124   |   |                       |   | 36,331  |                           |  |   | 941          |   |  |              |        |   |  |   | 40,396  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Cash and cash equivalents, at end of period                                                   |  | $                                   |        |   |                       | $ | 52,012  |                           |  | $ | 1,221        |   |  | $            |        |   |  | $ | 53,233  |  
|                                                                                              |  |                                     |         |   |                       |   |         |                           |  |   |              |   |  |              |         |   |  |   |         |  



10



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##### Table of Contents

|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|------------------------------------------------------------ |  | ----------------------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------- | -
|                                                             |  | Fiscal Quarter Ended March 21, 2004 |        
|                                                             |  | Dominos, Inc.                      |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash provided by (used in) operating activities          |  | $                                   | (19,691 | ) |                       | $ | 37,439  |                           |  | $ | (698         | ) |              | $ |  |  | $ | 17,050  |  
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Capital expenditures                                         |  |                                     |        |   |                       |   | (6,526  | )                         |  |   | (269         | ) |              |   |  |  |   | (6,795  | )
|Other                                                        |  |                                     |        |   |                       |   | 553     |                           |  |   |             |   |              |   |  |  |   | 553     |  
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash used in investing activities                        |  |                                     |        |   |                       |   | (5,973  | )                         |  |   | (269         | ) |              |   |  |  |   | (6,242  | )
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Repayments of debt                                           |  |                                     | (18,234 | ) |                       |   | (54     | )                         |  |   | (83          | ) |              |   |  |  |   | (18,371 | )
|Other                                                        |  |                                     | 37,925  |   |                       |   | (38,150 | )                         |  |   |             |   |              |   |  |  |   | (225    | )
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash provided by (used in) financing activities(2)       |  |                                     | 19,691  |   |                       |   | (38,204 | )                         |  |   | (83          | ) |              |   |  |  |   | (18,596 | )
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Effect of exchange rate changes on cash and cash equivalents |  |                                     |        |   |                       |   | (2      | )                         |  |   | (4           | ) |              |   |  |  |   | (6      | )
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Decrease in cash and cash equivalents                        |  |                                     |        |   |                       |   | (6,740  | )                         |  |   | (1,054       | ) |              |   |  |  |   | (7,794  | )
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents, at beginning of period(2)         |  |                                     |        |   |                       |   | 44,663  |                           |  |   | 1,603        |   |              |   |  |  |   | 46,266  |  
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents, at end of period(2)               |  | $                                   |        |   |                       | $ | 37,923  |                           |  | $ | 549          |   |              | $ |  |  | $ | 38,472  |  
|                                                             |  |                                     |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  

---

|(2) | Dominos Pizza, Inc. and subsidiaries had net cash provided by operating activities of
$40,671, or $6 less than Dominos, Inc. and subsidiaries, during the first quarter of 2005. Dominos Pizza, Inc. and subsidiaries had net cash used in financing activities of $(23,181) and $(18,601), or $6 less than and $5 more than
Dominos, Inc. and subsidiaries, during the first quarter of 2005 and the first quarter of 2004, respectively. Cash and cash equivalents for Dominos Pizza, Inc. and subsidiaries was $46,391 and $38,592 at December 28, 2003 and March 21,
2004, respectively. There were no other differences between Dominos, Inc. and subsidiaries as compared to Dominos Pizza, Inc. and subsidiaries for the periods presented.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

(Unaudited; tabular
amounts in millions, except percentages and store data)



The 2005 and 2004 first quarters referenced herein represent the twelve-week periods ended March 27, 2005 and March 21, 2004, respectively.



Overview



During the first quarter of 2005, global retail sales, comprised of retail sales at both our franchise and Company-owned stores worldwide, grew 13.8% as
compared to the prior year period. This growth was driven primarily by robust same store sales growth in both our domestic and international markets as well as an increase in our worldwide store counts. During the same period, revenues grew 16.0% as
compared to the prior year period. Additionally, during the first quarter, we posted a strong increase in income from operations of 16.2% as compared to the prior year period, despite an environment of rising commodity prices negatively affecting
our food costs.



Our global retail sales benefited from strong
same store sales growth, both domestically and internationally, an increase in our worldwide store counts and the positive effect of a weaker U.S. Dollar in the key international markets in which we compete. During the first quarter as compared to
the prior year period, domestic same store sales grew 11.2%, comprised of a domestic Company-owned same store sales increase of 13.8% and a domestic franchise same store sales increase of 10.8%. These positive same store sales results were driven by
positive consumer response to the Companys marketing and promotional activities. We also continued to benefit from strong same store sales in our international markets during the first quarter, which increased 8.5% on a constant dollar basis
versus the prior year period. On a historical dollar basis, international same store sales increased 12.3% during the quarter versus the prior year period. The first quarter marked the 45thconsecutive quarter that we have grown our international same store sales. Additionally, we grew our worldwide net store counts by 42 and 326 stores during
the first quarter and trailing four quarters, respectively.



Income from operations increased $7.0 million, or 16.2%, to $50.5 million in the first quarter, from $43.5 million in the first quarter of 2004. This increase was driven by higher royalty revenues from domestic and international franchise
stores, higher domestic Company-owned same store sales and higher volumes in our distribution business. These increases were offset in part by higher food costs at our Company-owned stores and increases in variable general and administrative
expenses as a result of higher revenues. The average published cheese block price per pound increased $0.20 to $1.54 in the first quarter of 2005 compared to the prior year period.



Net income increased $6.6 million, or 35.6%, to $25.0 million in the first quarter, from $18.4 million in the first quarter
of 2004. This increase was driven primarily by the aforementioned increase in income from operations as well as a reduction in interest expense from the comparable period in 2004. The reduction in interest expense was a result of lower average debt
balances and a reduction in our average borrowing rates.



Same Store
Sales Growth (versus the first quarter of 2004)



|                                         |  |                      |  
|---------------------------------------- |  | -------------------- | -
|                                         |  | First Quarterof 2005 |  
|Domestic Company-owned stores            |  | + 13.8               | %
|Domestic franchise stores                |  | + 10.8               | %
|                                         |  |                      |  
|Domestic stores                          |  | + 11.2               | %
|                                         | 
|International stores (constant dollar)   |  | + 8.5                | %
|International stores (historical dollar) |  | + 12.3               | %



Store Growth Activity



|                               |  |                              |   |  |                         |   |  |                      |   |  |                     |   |  |       |  
|------------------------------ |  | ---------------------------- | - |  | ----------------------- | - |  | -------------------- | - |  | ------------------- | - |  | ----- | -
|                               |  | Domestic Company-ownedStores |   |  | DomesticFranchiseStores |   |  | Total DomesticStores |   |  | InternationalStores |   |  | Total |  
|Store count at January 2, 2005 |  | 580                          |   |  | 4,428                   |   |  | 5,008                |   |  | 2,749               |   |  | 7,757 |  
|Openings                       |  |                             |   |  | 22                      |   |  | 22                   |   |  | 42                  |   |  | 64    |  
|Closings                       |  | (3                           | ) |  | (12                     | ) |  | (15                  | ) |  | (7                  | ) |  | (22   | )
|Transfers                      |  | (9                           | ) |  | 9                       |   |  |                     |   |  |                    |   |  |      |  
|                               |  |                              |   |  |                         |   |  |                      |   |  |                     |   |  |       |  
|Store count at March 27, 2005  |  | 568                          |   |  | 4,447                   |   |  | 5,015                |   |  | 2,784               |   |  | 7,799 |  
|                               |  |                              |   |  |                         |   |  |                      |   |  |                     |   |  |       |  
|1st quarter net growth         |  | (12                          | ) |  | 19                      |   |  | 7                    |   |  | 35                  |   |  | 42    |  
|                               |  |                              |   |  |                         |   |  |                      |   |  |                     |   |  |       |  
|Trailing 4 quarters net growth |  | (8                           | ) |  | 103                     |   |  | 95                   |   |  | 231                 |   |  | 326   |  
|                               |  |                              |   |  |                         |   |  |                      |   |  |                     |   |  |       |  





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##### Table of Contents

Income Statement Data



|                                         |  |                      |       |  |                       |   |  |   |       |  |       |  
|---------------------------------------- |  | -------------------- | ----- |  | --------------------- | - |  | - | ----- |  | ----- | -
|                                         |  | First Quarterof 2005 |       |  | First Quarter of 2004 |  
|Total revenues                           |  | $                    | 369.7 |  | 100.0                 | % |  | $ | 318.8 |  | 100.0 | %
|Cost of sales                            |  |                      | 276.7 |  | 74.8                  | % |  |   | 237.6 |  | 74.6  | %
|General and administrative               |  |                      | 42.5  |  | 11.5                  | % |  |   | 37.6  |  | 11.8  | %
|                                         |  |                      |       |  |                       |   |  |   |       |  |       |  
|Income from operations                   |  |                      | 50.5  |  | 13.7                  | % |  |   | 43.5  |  | 13.6  | %
|Interest expense, net                    |  |                      | 10.4  |  | 2.8                   | % |  |   | 13.9  |  | 4.3   | %
|                                         |  |                      |       |  |                       |   |  |   |       |  |       |  
|Income before provision for income taxes |  |                      | 40.1  |  | 10.9                  | % |  |   | 29.6  |  | 9.3   | %
|Provision for income taxes               |  |                      | 15.1  |  | 4.1                   | % |  |   | 11.2  |  | 3.5   | %
|                                         |  |                      |       |  |                       |   |  |   |       |  |       |  
|Net income                               |  | $                    | 25.0  |  | 6.8                   | % |  | $ | 18.4  |  | 5.8   | %
|                                         |  |                      |       |  |                       |   |  |   |       |  |       |  



Revenues



Revenues primarily include retail sales by Company-owned stores, royalties
from domestic and international franchise stores, and sales of food, equipment and supplies by our distribution centers to certain domestic and international franchise stores. Company-owned store and franchise store revenues may vary significantly
from period to period due to changes in store count mix while distribution revenues may vary significantly as a result of fluctuations in commodity prices, primarily cheese and meats.



Consolidated revenues increased $50.9 million, or 16.0%, to $369.7 million in the first quarter of 2005, from $318.8 million
in the comparable period in 2004. This increase was a result of increases in revenues at each of our reportable segments and is more fully described below.



Domestic Stores



Domestic stores revenues are comprised of revenues from our domestic Company-owned store operations and domestic franchise operations, as summarized in
the following table.



|                               |  |                       |       |  |                       |   |  |   |       |  |       |  
|------------------------------ |  | --------------------- | ----- |  | --------------------- | - |  | - | ----- |  | ----- | -
|Domestic Stores                |  | First Quarter of 2005 |       |  | First Quarter of 2004 |  
|Domestic Company-owned stores  |  | $                     | 98.2  |  | 71.5                  | % |  | $ | 88.0  |  | 71.7  | %
|Domestic franchise             |  |                       | 39.2  |  | 28.5                  | % |  |   | 34.6  |  | 28.3  | %
|                               |  |                       |       |  |                       |   |  |   |       |  |       |  
|Total domestic stores revenues |  | $                     | 137.5 |  | 100.0                 | % |  | $ | 122.6 |  | 100.0 | %
|                               |  |                       |       |  |                       |   |  |   |       |  |       |  



Domestic stores
revenues increased $14.9 million, or 12.1%, to $137.5 million in the first quarter of 2005, from $122.6 million in the comparable period in 2004. This increase in revenues was due primarily to higher domestic Company-owned and franchise same store
sales as well as increases in the average number of domestic franchise stores in operation during 2005. Domestic same store sales increased 11.2% in the first quarter of 2005, compared to the same period in 2004, driven by positive consumer response
to the Companys marketing and promotional activities. These changes in domestic stores revenues are more fully described below.



Domestic Company-Owned Stores



Revenues from domestic Company-owned store operations increased $10.2 million, or 11.7%, to $98.2 million in the first quarter of 2005, from $88.0 million
in the comparable period in 2004. This increase in revenues was due primarily to higher same store sales in the first quarter of 2005, which grew 13.8% compared to the same period in 2004. There were 568 and 576 domestic Company-owned stores in
operation as of March 27, 2005 and March 21, 2004, respectively.



Domestic Franchise



Revenues from
domestic franchise operations increased $4.6 million, or 13.3%, to $39.2 million in the first quarter of 2005, from $34.6 million in the comparable period in 2004. This increase in revenues was due primarily to higher same store sales in the first
quarter, which grew 10.8% compared to the same period in 2004 and an increase in the average number of domestic franchise stores open during 2005. There were 4,447 and 4,344 domestic franchise stores in operation as of March 27, 2005 and March 21,
2004, respectively.



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##### Table of Contents

Domestic Distribution



Revenues from domestic distribution operations increased $30.9 million, or 18.1%, to $201.8 million in the first quarter of
2005, from $170.9 million in the comparable period in 2004. This increase in revenues was due primarily to higher volumes related to increases in domestic franchise retail sales and a market increase in overall commodity prices, including higher
cheese prices. The published cheese block price-per-pound averaged $1.54 in the first quarter of 2005, up from $1.34 in the comparable period in 2004. Had the 2005 average cheese prices been in effect during 2004, distribution revenues for the first
quarter of 2004 would have been approximately $6.7 million higher than the reported 2004 amount. In addition to higher cheese prices, pricing on meats and paper also increased versus the prior year period.



International



Revenues from international operations increased $5.1 million, or 20.1%, to
$30.4 million in the first quarter of 2005, from $25.3 million in the comparable period in 2004. This increase in revenues was due to higher same store sales, an increase in the average number of international stores open during 2005 and related
increases in revenues from our international distribution operations. On a constant dollar basis, same store sales increased 8.5% in the first quarter of 2005 versus the comparable period in 2004. On a historical dollar basis, same store sales
increased 12.3% in the first quarter of 2005 versus the comparable period in 2004, reflecting a generally weaker U.S. Dollar in those markets in which we compete. There were 2,784 and 2,553 international stores in operation as of March 27, 2005 and
March 21, 2004, respectively.



Cost of Sales / Operating Margin



Consolidated cost of sales is comprised primarily of
domestic Company-owned store and domestic distribution costs incurred to generate related revenues. Components of consolidated cost of sales primarily include food, labor and occupancy costs.



The consolidated operating margin, which we define as revenues less cost of
sales, increased $11.9 million, or 14.7%, to $93.0 million in the first quarter of 2005, from $81.1 million in the comparable period in 2004, as summarized in the following table.



|                              |  |                       |       |  |                       |   |  |   |       |  |       |  
|----------------------------- |  | --------------------- | ----- |  | --------------------- | - |  | - | ----- |  | ----- | -
|                              |  | First Quarter of 2005 |       |  | First Quarter of 2004 |  
|Consolidated revenues         |  | $                     | 369.7 |  | 100.0                 | % |  | $ | 318.8 |  | 100.0 | %
|Consolidated cost of sales    |  |                       | 276.7 |  | 74.8                  | % |  |   | 237.6 |  | 74.6  | %
|                              |  |                       |       |  |                       |   |  |   |       |  |       |  
|Consolidated operating margin |  | $                     | 93.0  |  | 25.2                  | % |  | $ | 81.1  |  | 25.4  | %
|                              |  |                       |       |  |                       |   |  |   |       |  |       |  



The increase in
consolidated operating margin for the first quarter of 2005 was due primarily to higher domestic franchise and international royalty revenues resulting from strong global retail sales growth.



As a percentage of revenues, the consolidated operating margin decreased 0.2
percentage points to 25.2% in the first quarter of 2005, from 25.4% in the comparable period in 2004. The consolidated operating margin as a percentage of revenues was negatively impacted as a result of higher food costs, which pressured domestic
Company-owned store and distribution operating margins. Additionally, despite continued strong growth in international franchise royalty revenues, the international operating margin as a percentage of revenues decreased as a result of a mix change
between the lower-margin Company-owned stores and distribution operations as compared to the higher-margin franchise royalty revenues. These decreases were offset in part by margin improvements resulting from higher same store sales and store
counts, which generated increased domestic and international franchise royalty revenues, higher distribution volumes and higher domestic Company-owned store revenues.



As mentioned above, the consolidated operating margin as a percentage of revenues was negatively impacted by higher food
costs, primarily cheese. Cheese price changes are a pass-through in domestic distribution revenues and cost of sales and, as such, have no impact on operating margin or income. However, cheese price changes do impact operating margin as
a percentage of revenues. Had the 2005 average cheese prices been in effect during 2004, the total operating margin for the first quarter of 2004 would have been approximately 24.9% of total revenues, versus the reported 25.4%. This would have
resulted in an operating margin improvement of 0.3 percentage points in the first quarter of 2005, versus the reported decrease of 0.2 percentage points.



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##### Table of Contents

Domestic Company-Owned Stores



The domestic Company-owned store operating margin increased $2.2 million, or 12.5%, to $20.1 million in the first quarter of
2005, from $17.9 million in the comparable period in 2004, as summarized in the following table.



|                              |  |                       |      |  |                       |   |  |   |      |  |       |  
|----------------------------- |  | --------------------- | ---- |  | --------------------- | - |  | - | ---- |  | ----- | -
|Domestic Company-Owned Stores |  | First Quarter of 2005 |      |  | First Quarter of 2004 |  
|Revenues                      |  | $                     | 98.2 |  | 100.0                 | % |  | $ | 88.0 |  | 100.0 | %
|Cost of sales                 |  |                       | 78.1 |  | 79.6                  | % |  |   | 70.1 |  | 79.7  | %
|                              |  |                       |      |  |                       |   |  |   |      |  |       |  
|Store operating margin        |  | $                     | 20.1 |  | 20.4                  | % |  | $ | 17.9 |  | 20.3  | %
|                              |  |                       |      |  |                       |   |  |   |      |  |       |  



The increase in the
domestic Company-owned store operating margin during the first quarter of 2005 was due primarily to an increase in same store sales, offset in part by an increase in overall commodity prices, primarily cheese.



As a percentage of store revenues, the store operating margin increased 0.1
percentage points, to 20.4%, in the first quarter of 2005, from 20.3% in the comparable period in 2004. As a percentage of store revenues, food costs increased 2.8 percentage points to 29.1% in the first quarter of 2005, from 26.3% in the comparable
period in 2004. This increase in food costs as a percentage of store revenues was due primarily to an increase in overall commodity prices, primarily cheese and to a lesser extent, meats and paper. As a percentage of store revenues, labor costs
decreased 1.6 percentage points to 29.2% in the first quarter of 2005, from 30.8% in the comparable period in 2004. As a percentage of store revenues, occupancy costs, which include rent, telephone, utilities and depreciation, decreased 0.9
percentage points to 10.3% in the first quarter of 2005, from 11.2% in the comparable period in 2004. The decreases in labor and occupancy costs as a percentage of revenues were driven primarily by higher same store sales.



Domestic Distribution



The domestic distribution operating margin increased $3.0 million or 18.3%
to $19.7 million in the first quarter of 2005, from $16.7 million in the comparable period in 2004, as summarized in the following table.



|                              |  |                       |       |  |                       |   |  |   |       |  |       |  
|----------------------------- |  | --------------------- | ----- |  | --------------------- | - |  | - | ----- |  | ----- | -
|Domestic Distribution         |  | First Quarter of 2005 |       |  | First Quarter of 2004 |  
|Revenues                      |  | $                     | 201.8 |  | 100.0                 | % |  | $ | 170.9 |  | 100.0 | %
|Cost of sales                 |  |                       | 182.1 |  | 90.2                  | % |  |   | 154.2 |  | 90.3  | %
|                              |  |                       |       |  |                       |   |  |   |       |  |       |  
|Distribution operating margin |  | $                     | 19.7  |  | 9.8                   | % |  | $ | 16.7  |  | 9.7   | %
|                              |  |                       |       |  |                       |   |  |   |       |  |       |  



The increase in the
domestic distribution operating margin during the first quarter of 2005 was due primarily to higher volumes as a result of increases in domestic retail sales, offset in part by higher labor, delivery and occupancy costs.



As a percentage of distribution revenues, the distribution operating margin
increased 0.1 percentage points, to 9.8%, in the first quarter of 2005, from 9.7% in the comparable period in 2004. Had the 2005 average cheese prices been in effect during 2004, the distribution operating margin for the first quarter of 2004 would
have been approximately 9.4% of distribution revenues, versus the reported 9.7%. This would have resulted in an operating margin improvement of 0.4 percentage points during the first quarter of 2005, versus the reported improvement of 0.1 percentage
points.



General and Administrative Expenses



General and administrative expenses increased $4.9 million, or 13.0%, to
$42.5 million in the first quarter of 2005, from $37.6 million in the comparable period in 2004. The increase in general and administrative expenses during the first quarter was due primarily to increases in variable general and administrative
expenses, including higher administrative labor due primarily to higher performance based bonuses and increases in advertising and store incentive expenses relating to continued improvement in the financial performance of our domestic store
operations. Additionally, insurance and depreciation and amortization expenses increased during the first quarter of 2005 as compared to the prior year period. As a percentage of total revenues, general and administrative expenses decreased 0.3
percentage points, to 11.5%, in the first quarter of 2005, versus 11.8% in the prior year.



15



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##### Table of Contents

Interest Expense



Interest expense decreased $3.4 million, or 24.1%, to $10.6 million in the first quarter of 2005, from $14.0 million in the comparable period in 2004.
This decrease in interest expense was due primarily to lower average debt balances and a reduction in our average borrowing rates. Our average outstanding debt balance, excluding capital lease obligations, decreased $183.6 million to $752.9 million
in the first quarter of 2005, from $936.5 million in the comparable period in 2004. Our effective borrowing rate decreased 0.5 percentage points to 5.3% during the first quarter, from 5.8% in the comparable period in 2004. This reduction in average
borrowing rates was due to senior credit facility pricing reductions and prepayments of senior subordinated notes, offset in part by higher market interest rates.



Provision for Income Taxes



Provision for income taxes increased $3.9 million to $15.1 million in the first quarter of 2004, from $11.2 million in the comparable period in 2004. The
effective tax rate for the first quarter of 2005 was 37.75%, and remained flat with the effective rate for the first quarter of 2004.



Liquidity and Capital Resources



We had working capital of $26.1 million and cash and cash equivalents of $53.2 million at March 27, 2005. Historically, we have operated with minimal
positive or negative working capital, primarily because our receivable collection periods and inventory turn rates are faster than the normal payment terms on our current liabilities. We generally collect our receivables within three weeks from the
date of the related sale and we generally experience 40 to 50 inventory turns per year. In addition, our sales are not typically seasonal, which further limits our working capital requirements. These factors, coupled with significant and ongoing
cash flows from operations, which are primarily used to repay debt, invest in long-term assets, and pay dividends, reduce our working capital amounts. More recently, as a result of our current senior secured credit facility only requiring one
percent annual amortization payments, we do not have a significant current portion of long-term debt. Accordingly, our working capital has been positively impacted. Our primary sources of liquidity are cash flows from operations and availability of
borrowings under our revolving credit facility. We expect to fund planned capital expenditures, debt repayments and dividends from these sources. We did not have any material commitments for capital expenditures as of March 27, 2005.



As of March 27, 2005, we had $751.9 million of debt, of which $0.3 million
was classified as a current liability. There were no borrowings under our $125.0 million revolving credit facility. Letters of credit issued under the revolving credit facility were $25.5 million. These letters of credit are primarily related to our
casualty insurance programs and distribution center leases. Borrowings under the revolving credit facility are available to fund our working capital requirements, capital expenditures and other general corporate purposes.



We enter into interest rate swaps, collars or similar instruments with the
objective of reducing volatility relating to our borrowing costs. As of March 27, 2005, we were party to interest rate derivatives in the total notional amount of $475.0 million. Approximately 73% of outstanding borrowings were contractually fixed
as of March 27, 2005.



Subsequent to the first quarter on March
29, 2005, we repurchased and retired 4,409,171 shares of our Common Stock from JP Morgan Capital, L.P. and its affiliates, for $75.0 million, or $17.01 per share. We used $35.0 million of available cash-on-hand and $40.0 million of borrowings from
our revolving credit facility to fund this repurchase of shares. Additionally, we completed an amendment to our senior credit facility in order to permit the share repurchase transaction, reduce current cash sweep requirements and provide additional
financial flexibility.



Cash provided by operating activities
was $40.7 million and $17.1 million in the first quarter of 2005 and 2004, respectively. The $23.6 million increase was due primarily to an $18.3 million net change in operating assets and liabilities and a $6.6 million increase in net income,
offset by a $2.0 million decrease in provision for deferred income taxes. The $18.3 million source of cash resulting from the net change in operating assets and liabilities was due primarily to the timing of payments for accounts payable and income
taxes.



16



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##### Table of Contents

Cash used in investing activities was $4.6 million and $6.2 million in the first quarter of 2005 and
2004, respectively. The $1.6 million decrease was due primarily to a $1.9 million increase in proceeds from the sale of property, plant and equipment resulting from the sale of nine Company-owned stores in the first quarter of 2005.



Cash used in financing activities was $23.2 million and $18.6 million in the
first quarter of 2005 and 2004, respectively. The $4.6 million increase was due primarily to a $6.7 million increase in repayments of long-term debt.



Based upon the current level of operations and anticipated growth, we believe that the cash generated from operations and amounts available under the
revolving credit facility will be adequate to meet our anticipated debt service requirements, capital expenditures, dividend payments and working capital needs for the next twelve months. Our ability to continue to fund these items and continue to
reduce debt could be adversely affected by the occurrence of any of the events described under Risk Factors in our filings with the Securities and Exchange Commission. There can be no assurance, however, that our business will generate
sufficient cash flows from operations or that future borrowings will be available under the senior secured credit facility or otherwise to enable us to service our indebtedness, including the senior secured credit facility and the senior
subordinated notes, or to make anticipated capital expenditures, or to make anticipated dividend payments. Our future operating performance and our ability to service or refinance the senior subordinated notes and to service, extend or refinance the
senior secured credit facility will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. Additionally, Dominos, Inc. may be requested to provide funds to its parent
company, Dominos Pizza, Inc. for dividends, distributions and/or other cash needs of Dominos Pizza, Inc.



Forward-Looking Statements



This filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements relating to our anticipated profitability and operating performance reflect managements expectations based upon currently available information and data. However,
actual results are subject to future risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that can cause actual results to differ
materially include: the uncertainties relating to litigation; consumer preferences, spending patterns and demographic trends; the effectiveness of our advertising, operations and promotional initiatives; our ability to retain key personnel; new
product and concept developments by Dominos and other food-industry competitors; the ongoing profitability of our franchisees and the ability of Dominos and our franchisees to open new restaurants; changes in food prices, particularly
cheese, labor, utilities, insurance, employee benefits and other operating costs; the impact that widespread illness or general health concerns may have on our business and the economy of the countries in which we operate; severe weather conditions
and natural disasters; changes in our effective tax rate; changes in government legislation and regulations; adequacy of our insurance coverage; costs related to future financings and changes in accounting policies. Further information about factors
that could affect Dominos financial and other results is included in our other filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.



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Item 3. Quantitative and Qualitative Disclosures About Market Risk



Market Risk



We
are exposed to market risks from interest rate changes on our variable rate debt. Management actively monitors this exposure. We do not engage in speculative transactions nor do we hold or issue financial instruments for trading purposes.



Interest Rate Derivatives



We enter into interest rate swaps, collars or similar instruments with the
objective of reducing volatility relating to our borrowing costs.



We are party to two interest rate swap agreements which effectively convert the variable LIBOR component of the effective interest rate on a portion of our debt under our senior secured credit facility to various fixed rates over various
terms. We are also party to two interest rate swap agreements which effectively convert the fixed component of our debt under our senior subordinated notes to variable LIBOR rates over the term of the senior subordinated notes.



These agreements are summarized in the following table.



|                   |  |                       |  |                         |  |                             |  |                  
|------------------ |  | --------------------- |  | ----------------------- |  | --------------------------- |  | -----------------
|Derivative         |  | Total Notional Amount |  | Term                    |  | Company Pays                |  | Counterparty Pays
|Interest Rate Swap |  | $75.0 million         |  | August 2002  June 2005 |  | 3.25%                       |  | LIBOR            
|Interest Rate Swap |  | $50.0 million         |  | August 2003  July 2011 |  | LIBOR plus 319 basis points |  | 8.25%            
|Interest Rate Swap |  | $50.0 million         |  | August 2003  July 2011 |  | LIBOR plus 324 basis points |  | 8.25%            
|Interest Rate Swap |  | $300.0 million        |  | June 2004  June 2005   |  | 1.62%                       |  | LIBOR            



In 2004, we entered
into an additional interest rate swap agreement effectively converting the variable LIBOR component on a portion of our senior secured credit facility term debt to various fixed rates over various terms. The agreement has a notional starting amount
of $350.0 million, begins in June 2005, ends in June 2007 and fixes our interest rate at 3.21%. We pay a fixed interest rate under these agreements while the counterparty pays a floating rate.



Interest Rate Risk



Our variable interest expense is sensitive to changes in the general level
of interest rates. At March 27, 2005, the weighted average interest rate on our $198.0 million of variable interest debt was 5.7%.



We had total interest expense of approximately $10.6 million in the first quarter of 2005. The estimated increase in interest expense for this period from
a hypothetical 200 basis point adverse change in applicable variable interest rates would be approximately $1.0 million.



Item 4. Controls and Procedures



Dominos Pizza, Inc.s Chairman and Chief Executive Officer, David A. Brandon, and Executive Vice President and Chief Financial Officer, Harry J. Silverman, performed an evaluation of the effectiveness of Dominos Pizza,
Inc.s and Dominos, Inc.s disclosure controls and procedures (as that term is defined in Rule 13a-15(e) under the Securities Exchange of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation,
Messrs. Brandon and Silverman concluded that each of Dominos Pizza, Inc.s and Dominos, Inc.s disclosure controls and procedures were effective.



During the quarterly period ended March 27, 2005 there have been no changes in either Dominos Pizza, Inc.s or
Dominos, Inc.s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect Dominos Pizza, Inc.s or Dominos, Inc.s internal control over financial
reporting.



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##### Table of Contents

PART II. OTHER INFORMATION



Item 1. Legal Proceedings



We are
a party to lawsuits, revenue agent reviews by taxing authorities and administrative proceedings in the ordinary course of business which include workers compensation, general liability, automobile and franchisee claims. We are also subject to
suits related to employment practices and, specifically in California, wage and hour claims and two class actions pending in Orange County, California Superior Court brought by former employees. On June 10, 2003, a class action complaint was filed
alleging that we failed to provide meal and rest breaks to our employees. This case is in the discovery stage and no determination with respect to class certification has been made.



On August 19, 2004, a class action complaint was filed by a former general manager alleging that we misclassified the
position of general manager. We classify the general manager of a Dominos Pizza store as an exempt employee. This case involves the issue of whether employees and former employees in the general manager position who worked in our 60 California
stores during specified time periods were misclassified as exempt and deprived of overtime pay. We believe this case is without merit and intend to vigorously defend against the related claims. This case is in the earliest stages of discovery, and
the status of the class action certification is yet to be determined. We are presently unable to predict the probable outcome of this matter or the amounts of any potential damages at issue.



We believe that these matters, individually and in the aggregate, will not
have a significant adverse effect on our financial condition and that our established reserves adequately provide for the estimated resolution of such claims.



Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Submission of Matters to a Vote of Security Holders



None.



Item 5. Other Information



None.



Item 6. Exhibits



|              |  |                                                                                                                                                                                                               
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                   
|31.1          |  | Certification by David A. Brandon pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Dominos Pizza,
Inc.                            
|              | 
|31.2          |  | Certification by Harry J. Silverman pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Dominos Pizza,
Inc.                          
|              | 
|31.3          |  | Certification by David A. Brandon pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Dominos,
Inc.                                  
|              | 
|31.4          |  | Certification by Harry J. Silverman pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, relating to Dominos,
Inc.                                
|              | 
|32.1          |  | Certification by David A. Brandon pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to
Dominos Pizza, Inc.



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##### Table of Contents

|     |  |                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|32.2 |  | Certification by Harry J. Silverman pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to
Dominos Pizza, Inc.
|     | 
|32.3 |  | Certification by David A. Brandon pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to
Dominos, Inc.        
|     | 
|32.4 |  | Certification by Harry J. Silverman pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, relating to
Dominos, Inc.      



SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned duly authorized officer.



|                   |  |                        
|------------------ |  | -----------------------
|                   |  | DOMINOS PIZZA, INC.   
|                   |  | DOMINOS, INC.         
|                   |  | (Registrants)          
|                   | 
|Date: May 10, 2005 |  | /s/ Harry J. Silverman 
|                   |  | Harry J. Silverman     
|                   |  | Chief Financial Officer



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