##### Table of Contents

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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 June 13, 2004



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 ̈No  x



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 July 19, 2004, Dominos Pizza, Inc. had 68,653,626 shares of common stock, par value $0.01 per share, outstanding. As of July 19, 2004, 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)  June 13, 2004 and December 28, 2003                                                |  | 3       
|           |  |                                                                                                                                       
|           |  | Condensed Consolidated Statements of Income (Unaudited)  Fiscal quarter and two fiscal quarters ended June 13, 2004 and June 15, 2003 |  | 4       
|           |  |                                                                                                                                       
|           |  | Condensed Consolidated Statements of Cash Flows (Unaudited)  Two fiscal quarters ended June 13, 2004 and June 15, 2003                |  | 5       
|           |  |                                                                                                                                       
|           |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                                       |  | 6       
|           |  |                                                                                                                                       
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                  |  | 13      
|           |  |                                                                                                                                       
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                             |  | 20      
|           |  |                                                                                                                                       
|Item 4.    |  | Controls and Procedures                                                                                                                |  | 20      
|           |  |                                                                                                                                       
|PART II.   |  | OTHER INFORMATION                                                                                                                      |  |         
|           |  |                                                                                                                                       
|Item 1.    |  | Legal Proceedings                                                                                                                      |  | 21      
|           |  |                                                                                                                                       
|Item 2.    |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                                                       |  | 21      
|           |  |                                                                                                                                       
|Item 3.    |  | Defaults Upon Senior Securities                                                                                                        |  | 21      
|           |  |                                                                                                                                       
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                                    |  | 21      
|           |  |                                                                                                                                       
|Item 5.    |  | Other Information                                                                                                                      |  | 22      
|           |  |                                                                                                                                       
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                                                       |  | 22      
|           | 
|SIGNATURES |  | 24                                                                                                                                    



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)                              |  | June 13, 2004 |          |   | December 28, 2003 (Note) |  
|Assets                                      |  |               |          |   |                          |   |          |  
|Current assets:                             |  |               |          |   |                          |   |          |  
|Cash and cash equivalents                   |  | $             | 51,303   |   |                          | $ | 42,852   |  
|Accounts receivable                         |  |               | 67,136   |   |                          |   | 64,571   |  
|Inventories                                 |  |               | 20,541   |   |                          |   | 19,480   |  
|Notes receivable                            |  |               | 3,428    |   |                          |   | 3,785    |  
|Prepaid expenses and other                  |  |               | 11,556   |   |                          |   | 16,040   |  
|Advertising fund assets, restricted         |  |               | 22,929   |   |                          |   | 30,544   |  
|Deferred income taxes                       |  |               | 5,732    |   |                          |   | 5,730    |  
|                                            |  |               |          |   |                          |   |          |  
|Total current assets                        |  |               | 182,625  |   |                          |   | 183,002  |  
|                                            |  |               |          |   |                          |   |          |  
|Property, plant and equipment:              |  |               |          |   |                          |   |          |  
|Land and buildings                          |  |               | 22,033   |   |                          |   | 21,849   |  
|Leasehold and other improvements            |  |               | 65,202   |   |                          |   | 61,433   |  
|Equipment                                   |  |               | 163,366  |   |                          |   | 158,286  |  
|Construction in progress                    |  |               | 8,575    |   |                          |   | 6,133    |  
|                                            |  |               |          |   |                          |   |          |  
|                                            |  |               | 259,176  |   |                          |   | 247,701  |  
|Accumulated depreciation and amortization   |  |               | 127,540  |   |                          |   | 120,634  |  
|                                            |  |               |          |   |                          |   |          |  
|Property, plant and equipment, net          |  |               | 131,636  |   |                          |   | 127,067  |  
|                                            |  |               |          |   |                          |   |          |  
|Other assets:                               |  |               |          |   |                          |   |          |  
|Deferred financing costs                    |  |               | 17,981   |   |                          |   | 18,847   |  
|Goodwill                                    |  |               | 23,776   |   |                          |   | 23,432   |  
|Capitalized software                        |  |               | 25,783   |   |                          |   | 27,197   |  
|Other assets                                |  |               | 23,205   |   |                          |   | 16,988   |  
|Deferred income taxes                       |  |               | 44,451   |   |                          |   | 52,042   |  
|                                            |  |               |          |   |                          |   |          |  
|Total other assets                          |  |               | 135,196  |   |                          |   | 138,506  |  
|                                            |  |               |          |   |                          |   |          |  
|Total assets                                |  | $             | 449,457  |   |                          | $ | 448,575  |  
|                                            |  |               |          |   |                          |   |          |  
|Liabilities and stockholders deficit       |  |               |          |   |                          |   |          |  
|Current liabilities:                        |  |               |          |   |                          |   |          |  
|Current portion of long-term debt           |  | $             | 306      |   |                          | $ | 18,572   |  
|Accounts payable                            |  |               | 49,485   |   |                          |   | 53,388   |  
|Insurance reserves                          |  |               | 10,643   |   |                          |   | 9,432    |  
|Advertising fund liabilities                |  |               | 22,929   |   |                          |   | 30,544   |  
|Other accrued liabilities                   |  |               | 66,763   |   |                          |   | 72,327   |  
|                                            |  |               |          |   |                          |   |          |  
|Total current liabilities                   |  |               | 150,126  |   |                          |   | 184,263  |  
|                                            |  |               |          |   |                          |   |          |  
|Long-term liabilities:                      |  |               |          |   |                          |   |          |  
|Long-term debt, less current portion        |  |               | 928,905  |   |                          |   | 941,165  |  
|Insurance reserves                          |  |               | 17,086   |   |                          |   | 15,941   |  
|Other accrued liabilities                   |  |               | 30,028   |   |                          |   | 25,169   |  
|                                            |  |               |          |   |                          |   |          |  
|Total long-term liabilities                 |  |               | 976,019  |   |                          |   | 982,275  |  
|                                            |  |               |          |   |                          |   |          |  
|Stockholders deficit:                      |  |               |          |   |                          |   |          |  
|Class L common stock                        |  |               | 36       |   |                          |   | 36       |  
|Common stock                                |  |               | 327      |   |                          |   | 327      |  
|Additional paid-in capital                  |  |               | 181,976  |   |                          |   | 181,897  |  
|Retained deficit                            |  |               | (865,941 | ) |                          |   | (900,232 | )
|Deferred stock compensation                 |  |               | (229     | ) |                          |   |         |  
|Accumulated other comprehensive income      |  |               | 7,143    |   |                          |   | 9        |  
|                                            |  |               |          |   |                          |   |          |  
|Total stockholders deficit                 |  |               | (676,688 | ) |                          |   | (717,963 | )
|                                            |  |               |          |   |                          |   |          |  
|Total liabilities and stockholders deficit |  | $             | 449,457  |   |                          | $ | 448,575  |  
|                                            |  |               |          |   |                          |   |          |  

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Note: The balance sheet at December 28, 2003 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)



|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|--------------------------------------------------------------- |  | -------------------- | ------- | - | ------------------------- | - | ------- | ------------ |  | - | ------------ | - |  | - | ------- | -
|                                                                |  | Fiscal Quarter Ended |         |   | Two Fiscal Quarters Ended |  
|(In thousands, except per share data)                           |  | June 13,2004         |         |   | June 15,2003              |   |         | June 13,2004 |  |   | June 15,2003 |  
|Revenues:                                                       |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Domestic Company-owned stores                                   |  | $                    | 84,062  |   |                           | $ | 85,875  |              |  | $ | 172,027      |   |  | $ | 175,817 |  
|Domestic franchise                                              |  |                      | 33,767  |   |                           |   | 32,349  |              |  |   | 68,405       |   |  |   | 66,753  |  
|Domestic distribution                                           |  |                      | 180,927 |   |                           |   | 154,632 |              |  |   | 351,776      |   |  |   | 322,068 |  
|International                                                   |  |                      | 25,480  |   |                           |   | 22,360  |              |  |   | 50,783       |   |  |   | 42,830  |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Total revenues                                                  |  |                      | 324,236 |   |                           |   | 295,216 |              |  |   | 642,991      |   |  |   | 607,468 |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Cost of sales:                                                  |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Domestic Company-owned stores                                   |  |                      | 68,970  |   |                           |   | 68,400  |              |  |   | 139,073      |   |  |   | 140,172 |  
|Domestic distribution                                           |  |                      | 164,482 |   |                           |   | 137,743 |              |  |   | 318,681      |   |  |   | 286,469 |  
|International and other                                         |  |                      | 13,183  |   |                           |   | 12,280  |              |  |   | 26,524       |   |  |   | 23,586  |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Total cost of sales                                             |  |                      | 246,635 |   |                           |   | 218,423 |              |  |   | 484,278      |   |  |   | 450,227 |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Operating margin                                                |  |                      | 77,601  |   |                           |   | 76,793  |              |  |   | 158,713      |   |  |   | 157,241 |  
|                                                                |  |                      |         |  
|General and administrative                                      |  |                      | 38,280  |   |                           |   | 37,654  |              |  |   | 75,920       |   |  |   | 75,144  |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Income from operations                                          |  |                      | 39,321  |   |                           |   | 39,139  |              |  |   | 82,793       |   |  |   | 82,097  |  
|                                                                |  |                      |         |  
|Interest income                                                 |  |                      | 96      |   |                           |   | 92      |              |  |   | 183          |   |  |   | 195     |  
|Interest expense                                                |  |                      | (13,904 | ) |                           |   | (11,020 | )            |  |   | (27,891      | ) |  |   | (23,353 | )
|Other                                                           |  |                      |        |   |                           |   |        |              |  |   |             |   |  |   | (1,743  | )
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Income before provision for income taxes                        |  |                      | 25,513  |   |                           |   | 28,211  |              |  |   | 55,085       |   |  |   | 57,196  |  
|                                                                |  |                      |         |  
|Provision for income taxes                                      |  |                      | 9,631   |   |                           |   | 10,725  |              |  |   | 20,794       |   |  |   | 21,449  |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Net income                                                      |  | $                    | 15,882  |   |                           | $ | 17,486  |              |  | $ | 34,291       |   |  | $ | 35,747  |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Net income available to common stockholders  basic and diluted |  | $                    | 15,882  |   |                           | $ | 12,882  |              |  | $ | 34,291       |   |  | $ | 26,680  |  
|                                                                |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Earnings per share:                                             |  |                      |         |   |                           |   |         |              |  |   |              |   |  |   |         |  
|Class L common stock  basic                                    |  | $                    | 2.57    |   |                           | $ | 3.10    |              |  | $ | 5.07         |   |  | $ | 5.84    |  
|Class L common stock  diluted                                  |  |                      | 2.57    |   |                           |   | 3.09    |              |  |   | 5.06         |   |  |   | 5.83    |  
|                                                                |  |                      |         |  
|Common stock  basic                                            |  | $                    | 0.20    |   |                           | $ | 0.05    |              |  | $ | 0.49         |   |  | $ | 0.17    |  
|Common stock  diluted                                          |  |                      | 0.18    |   |                           |   | 0.05    |              |  |   | 0.43         |   |  |   | 0.15    |  



See accompanying notes.



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##### Table of Contents

Dominos Pizza, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                             |  |                           |         |   |              |   |         |  
|------------------------------------------------------------ |  | ------------------------- | ------- | - | ------------ | - | ------- | -
|                                                             |  | Two Fiscal Quarters Ended |        
|(In thousands)                                               |  | June 13,2004              |         |   | June 15,2003 |  
|Cash flows from operating activities:                        |  |                           |         |   |              |   |         |  
|Net cash provided by operating activities                    |  | $                         | 52,536  |   |              | $ | 60,438  |  
|                                                             |  |                           |         |   |              |   |         |  
|Cash flows from investing activities:                        |  |                           |         |   |              |   |         |  
|Capital expenditures                                         |  |                           | (17,639 | ) |              |   | (11,556 | )
|Other                                                        |  |                           | 389     |   |              |   | 1,992   |  
|                                                             |  |                           |         |   |              |   |         |  
|Net cash used in investing activities                        |  |                           | (17,250 | ) |              |   | (9,564  | )
|                                                             |  |                           |         |   |              |   |         |  
|Cash flows from financing activities:                        |  |                           |         |   |              |   |         |  
|Repayments of debt                                           |  |                           | (26,427 | ) |              |   | (21,413 | )
|Cash paid for financing fees                                 |  |                           | (628    | ) |              |   |        |  
|Other                                                        |  |                           | (229    | ) |              |   | (363    | )
|                                                             |  |                           |         |   |              |   |         |  
|Net cash used in financing activities                        |  |                           | (27,284 | ) |              |   | (21,776 | )
|                                                             |  |                           |         |   |              |   |         |  
|Effect of exchange rate changes on cash and cash equivalents |  |                           | 449     |   |              |   | 177     |  
|                                                             |  |                           |         |   |              |   |         |  
|Increase in cash and cash equivalents                        |  |                           | 8,451   |   |              |   | 29,275  |  
|Cash and cash equivalents, at beginning of period            |  |                           | 42,852  |   |              |   | 22,596  |  
|                                                             |  |                           |         |   |              |   |         |  
|Cash and cash equivalents, at end of period                  |  | $                         | 51,303  |   |              | $ | 51,871  |  
|                                                             |  |                           |         |   |              |   |         |  



See accompanying notes.



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##### Table of Contents

Dominos Pizza, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

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



June 13, 2004



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 December 28, 2003 included in our other filings with the Securities and
Exchange Commission.



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 and two fiscal quarters ended June 13, 2004 are not necessarily indicative of the results
that may be expected for the fiscal year ending January 2, 2005.



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 7.



2. Initial Public Offering



On July 16, 2004, Dominos Pizza, Inc. completed its initial public
offering of common stock (the IPO). Dominos Pizza, Inc.s common stock trades on the New York Stock Exchange under the ticker symbol DPZ. In the IPO, Dominos Pizza, Inc. issued and sold 9,375,000 shares
resulting in net proceeds to us of approximately $119.3 million. These net proceeds will be used to redeem, at a premium plus accrued interest, approximately $109.1 million aggregate principal amount of Dominos, Inc. 81/4% senior subordinated notes. We expect this redemption to occur during the third quarter of fiscal 2004. In the
IPO, existing shareholders sold an aggregate of 14,846,929 shares of common stock. We did not receive any proceeds from the sale of shares by the selling shareholders. Immediately following the closing of the IPO, we had 68,653,626 shares of common
stock outstanding or approximately 72.6 million shares on a fully-diluted basis. Additionally, in connection with the IPO, we used general funds to:



| |  | pay in full $16.9 million of contingent notes held by our founder and former majority stockholder and his spouse;
| | - | -----------------------------------------------------------------------------------------------------------------



| |  | pay $10.0 million to an affiliate of our principal stockholder, in connection with the termination of its management agreement with us;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



| |  | pay $500,000 to each of two executive officers under the terms of our senior executive deferred bonus plan relating to bonuses earned by these executive officers as part of our 1998
recapitalization; and;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | pay approximately $305,000 to each of two executive officers for the purchase of their outstanding options to purchase shares of Class L common stock, which stock options were
granted to them as part of our 1998 recapitalization.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In connection with the IPO, our board of directors approved certain new equity programs, including the 2004 equity incentive plan, the 2004 employee stock purchase plan and the dividend reinvestment and direct stock purchase plan, and
approved the grant of options to purchase an aggregate of 1,713,870 shares of common stock to our directors, officers and other employees at an exercise price per share of $14.00.



In May 2004, we reincorporated in Delaware by way of a merger. In July 2004 and in connection with the IPO, we amended our
certificate of incorporation and bylaws to, among other changes, convert all of our Class L common stock into shares of our common stock.



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##### Table of Contents

3. Comprehensive Income



|                                                                          |  |                      |        |   |                           |   |        |              |  |   |               |   |  |   |        |  
|------------------------------------------------------------------------- |  | -------------------- | ------ | - | ------------------------- | - | ------ | ------------ |  | - | ------------- | - |  | - | ------ | -
|                                                                          |  | Fiscal Quarter Ended |        |   | Two Fiscal Quarters Ended |  
|                                                                          |  | June 13, 2004        |        |   | June 15,2003              |   |        | June 13,2004 |  |   | June 15, 2003 |  
|Net income                                                                |  | $                    | 15,882 |   |                           | $ | 17,486 |              |  | $ | 34,291        |   |  | $ | 35,747 |  
|Unrealized gains (losses) on derivative instruments, net of tax           |  |                      | 6,399  |   |                           |   | (1,464 | )            |  |   | 6,206         |   |  |   | (1,565 | )
|Reclassification adjustment for losses included in net income, net of tax |  |                      | 688    |   |                           |   | 1,044  |              |  |   | 1,337         |   |  |   | 2,092  |  
|Currency translation adjustment                                           |  |                      | (263   | ) |                           |   | 1,124  |              |  |   | (408          | ) |  |   | 1,235  |  
|                                                                          |  |                      |        |   |                           |   |        |              |  |   |               |   |  |   |        |  
|Comprehensive income                                                      |  | $                    | 22,706 |   |                           | $ | 18,190 |              |  | $ | 41,426        |   |  | $ | 37,509 |  
|                                                                          |  |                      |        |   |                           |   |        |              |  |   |               |   |  |   |        |  



4. Segment Information



The following table summarizes revenues, income from operations and earnings
before interest, taxes, depreciation, amortization, gains (losses) on sale/disposal of assets 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 Quarter Ended June 13, 2004 and June 15, 2003     
|                         |  | DomesticStores                                            |         | DomesticDistribution |   | International |  | IntersegmentRevenues |        |  | Other |         |   | Total
|Revenues                |  |                                                           |         |                      |   |               |  |                      |        |  |       |         |   |       |   |         |   |  |   |        
|2004                     |  | $                                                         | 117,829 |                      | $ | 206,186       |  | $                    | 25,480 |  | $     | (25,259 | ) |       | $ |        |   |  | $ | 324,236
|2003                     |  |                                                           | 118,224 |                      |   | 177,817       |  |                      | 22,360 |  |       | (23,185 | ) |       |   |        |   |  |   | 295,216
|Income from operations  |  |                                                           |         |                      |   |               |  |                      |        |  |       |         |   |       |   |         |   |  |   |        
|2004                     |  | $                                                         | 28,344  |                      | $ | 10,479        |  | $                    | 7,479  |  |       | N/A     |   |       | $ | (6,981  | ) |  | $ | 39,321 
|2003                     |  |                                                           | 29,213  |                      |   | 10,407        |  |                      | 6,337  |  |       | N/A     |   |       |   | (6,818  | ) |  |   | 39,139 
|Segment Income          |  |                                                           |         |                      |   |               |  |                      |        |  |       |         |   |       |   |         |   |  |   |        
|2004                     |  | $                                                         | 31,191  |                      | $ | 12,823        |  | $                    | 7,759  |  |       | N/A     |   |       | $ | (5,307  | ) |  | $ | 46,466 
|2003                     |  |                                                           | 32,033  |                      |   | 12,125        |  |                      | 6,565  |  |       | N/A     |   |       |   | (5,271  | ) |  |   | 45,452 
|                         | 
|                         |  | Two Fiscal Quarters Ended June 13, 2004 and June 15, 2003
|                         |  | DomesticStores                                            |         | DomesticDistribution |   | International |  | IntersegmentRevenues |        |  | Other |         |   | Total
|Revenues                |  |                                                           |         |                      |   |               |  |                      |        |  |       |         |   |       |   |         |   |  |   |        
|2004                     |  | $                                                         | 240,432 |                      | $ | 400,125       |  | $                    | 50,783 |  | $     | (48,349 | ) |       | $ |        |   |  | $ | 642,991
|2003                     |  |                                                           | 242,570 |                      |   | 370,346       |  |                      | 42,830 |  |       | (48,278 | ) |       |   |        |   |  |   | 607,468
|Income from operations  |  |                                                           |         |                      |   |               |  |                      |        |  |       |         |   |       |   |         |   |  |   |        
|2004                     |  | $                                                         | 60,118  |                      | $ | 21,411        |  | $                    | 14,990 |  |       | N/A     |   |       | $ | (13,726 | ) |  | $ | 82,793 
|2003                     |  |                                                           | 60,827  |                      |   | 22,331        |  |                      | 12,012 |  |       | N/A     |   |       |   | (13,073 | ) |  |   | 82,097 
|Segment Income          |  |                                                           |         |                      |   |               |  |                      |        |  |       |         |   |       |   |         |   |  |   |        
|2004                     |  | $                                                         | 66,018  |                      | $ | 25,960        |  | $                    | 15,505 |  |       | N/A     |   |       | $ | (10,572 | ) |  | $ | 96,911 
|2003                     |  |                                                           | 66,614  |                      |   | 25,720        |  |                      | 12,442 |  |       | N/A     |   |       |   | (9,493  | ) |  |   | 95,283 



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



|                                          |  |                      |         |   |                           |   |         |              |  |   |               |   |  |   |         |  
|----------------------------------------- |  | -------------------- | ------- | - | ------------------------- | - | ------- | ------------ |  | - | ------------- | - |  | - | ------- | -
|                                          |  | Fiscal Quarter Ended |         |   | Two Fiscal Quarters Ended |  
|                                          |  | June 13, 2004        |         |   | June 15,2003              |   |         | June 13,2004 |  |   | June 15, 2003 |  
|Total Segment Income                      |  | $                    | 46,466  |   |                           | $ | 45,452  |              |  | $ | 96,911        |   |  | $ | 95,283  |  
|Depreciation and amortization             |  |                      | (7,112  | ) |                           |   | (6,587  | )            |  |   | (14,057       | ) |  |   | (13,325 | )
|Gains (losses) on sale/disposal of assets |  |                      | (20     | ) |                           |   | 361     |              |  |   | (38           | ) |  |   | 358     |  
|Non-cash stock compensation expense       |  |                      | (13     | ) |                           |   | (87     | )            |  |   | (23           | ) |  |   | (219    | )
|                                          |  |                      |         |   |                           |   |         |              |  |   |               |   |  |   |         |  
|Income from operations                    |  |                      | 39,321  |   |                           |   | 39,139  |              |  |   | 82,793        |   |  |   | 82,097  |  
|                                          |  |                      |         |  
|Interest income                           |  |                      | 96      |   |                           |   | 92      |              |  |   | 183           |   |  |   | 195     |  
|Interest expense                          |  |                      | (13,904 | ) |                           |   | (11,020 | )            |  |   | (27,891       | ) |  |   | (23,353 | )
|Other                                     |  |                      |        |   |                           |   |        |              |  |   |              |   |  |   | (1,743  | )
|                                          |  |                      |         |   |                           |   |         |              |  |   |               |   |  |   |         |  
|                                          |  |                      |         |  
|Income before provision for income taxes  |  | $                    | 25,513  |   |                           | $ | 28,211  |              |  | $ | 55,085        |   |  | $ | 57,196  |  
|                                          |  |                      |         |   |                           |   |         |              |  |   |               |   |  |   |         |  



7



---

##### Table of Contents

5. Earnings Per Share



|                                                                  |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|----------------------------------------------------------------- |  | -------------------- | ---------- | ------------- | ------------------------- | ---------- | ------------- |  | ------------- | ---------- |  | - | ---------- | -
|                                                                  |  | Fiscal Quarter Ended |            |               | Two Fiscal Quarters Ended |           
|                                                                  |  | June 13, 2004        |            | June 15, 2003 |                           |            | June 13, 2004 |  | June 15, 2003 |           
|Net income                                                        |  | $                    | 15,882     |               | $                         | 17,486     |               |  | $             | 34,291     |  | $ | 35,747     |  
|Less -                                                            |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Accumulated preferred stock dividends                             |  |                      |           |               |                           | (4,446     | )             |  |               |           |  |   | (8,752     | )
|Accretion amounts relating to redemption value of preferred stock |  |                      |           |               |                           | (158       | )             |  |               |           |  |   | (315       | )
|                                                                  |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Net income available to common stockholders  basic and diluted   |  | $                    | 15,882     |               | $                         | 12,882     |               |  | $             | 34,291     |  | $ | 26,680     |  
|                                                                  |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Allocation of net income to common stockholders:                  |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Class L                                                           |  | $                    | 9,302      |               | $                         | 11,194     |               |  | $             | 18,313     |  | $ | 21,114     |  
|Common stock                                                      |  | $                    | 6,580      |               | $                         | 1,688      |               |  | $             | 15,978     |  | $ | 5,566      |  
|                                                                  |  |                      |            |              
|Weighted average number of common shares:                         |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Class L                                                           |  |                      | 3,613,978  |               |                           | 3,614,466  |               |  |               | 3,613,993  |  |   | 3,614,629  |  
|Common stock                                                      |  |                      | 32,701,176 |               |                           | 32,705,967 |               |  |               | 32,701,326 |  |   | 32,707,435 |  
|                                                                  |  |                      |            |              
|Earnings per common share  basic:                                |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Class L                                                           |  | $                    | 2.57       |               | $                         | 3.10       |               |  | $             | 5.07       |  | $ | 5.84       |  
|Common stock                                                      |  | $                    | 0.20       |               | $                         | 0.05       |               |  | $             | 0.49       |  | $ | 0.17       |  
|                                                                  |  |                      |            |              
|Diluted weighted average number of common shares:                 |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Class L                                                           |  |                      | 3,617,486  |               |                           | 3,620,454  |               |  |               | 3,617,327  |  |   | 3,620,502  |  
|Common stock                                                      |  |                      | 36,901,875 |               |                           | 35,909,919 |               |  |               | 36,902,025 |  |   | 36,061,925 |  
|                                                                  |  |                      |            |              
|Earnings per common share  diluted:                              |  |                      |            |               |                           |            |               |  |               |            |  |   |            |  
|Class L                                                           |  | $                    | 2.57       |               | $                         | 3.09       |               |  | $             | 5.06       |  | $ | 5.83       |  
|Common stock                                                      |  | $                    | 0.18       |               | $                         | 0.05       |               |  | $             | 0.43       |  | $ | 0.15       |  



6. 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 QuarterEnded |        |   | Two Fiscal Quarters Ended |  
|                                                                                                                                          |  | June 13, 2004       |        |   | June 15,2003              |   |        | June 13, 2004 |  |   | June 15,2003 |  
|Net income, as reported                                                                                                                   |  | $                   | 15,882 |   |                           | $ | 17,486 |               |  | $ | 34,291       |   |  | $ | 35,747 |  
|Add: Stock-based employee compensation expense included in reported net income, net of related tax effects                                |  |                     | 8      |   |                           |   | 55     |               |  |   | 15           |   |  |   | 138    |  
|Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax
effects |  |                     | (82    | ) |                           |   | (105   | )             |  |   | (163         | ) |  |   | (238   | )
|                                                                                                                                          |  |                     |        |   |                           |   |        |               |  |   |              |   |  |   |        |  
|Net income, pro forma                                                                                                                     |  | $                   | 15,808 |   |                           | $ | 17,436 |               |  | $ | 34,143       |   |  | $ | 35,647 |  
|                                                                                                                                          |  |                     |        |   |                           |   |        |               |  |   |              |   |  |   |        |  



The pro-forma basic
and diluted earnings per share amounts for Class L and Common Stock are the same as reported amounts.



8



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##### Table of Contents

7. 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. 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.



Dominos, Inc. and Subsidiaries

Supplemental Guarantor Condensed Consolidating Balance Sheets



|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  
|---------------------------------------------------- |  | ------------------- | -------- | - | --------------------- | - | ------------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | -------- | -
|                                                     |  | As of June 13, 2004 |         
|                                                     |  | Dominos, Inc.      |          |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |         
|Cash and cash equivalents(1)                         |  | $                   |         |   |                       | $ | 49,158                    |  | $ | 2,023        |   |  | $            |         |   |  | $ | 51,181   |  
|Accounts receivable                                  |  |                     |         |   |                       |   | 60,278                    |  |   | 6,858        |   |  |              |         |   |  |   | 67,136   |  
|Advertising fund assets, restricted                  |  |                     |         |   |                       |   |                          |  |   | 22,929       |   |  |              |         |   |  |   | 22,929   |  
|Other current assets                                 |  |                     | 8,037    |   |                       |   | 30,559                    |  |   | 2,661        |   |  |              |         |   |  |   | 41,257   |  
|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  
|Current assets                                       |  |                     | 8,037    |   |                       |   | 139,995                   |  |   | 34,471       |   |  |              |         |   |  |   | 182,503  |  
|                                                     |  |                     |          |   |                      
|Property, plant and equipment, net                   |  |                     |         |   |                       |   | 126,598                   |  |   | 5,038        |   |  |              |         |   |  |   | 131,636  |  
|                                                     |  |                     |          |   |                      
|Other assets                                         |  |                     | 257,124  |   |                       |   | 75,999                    |  |   | 694          |   |  |              | (198,621 | ) |  |   | 135,196  |  
|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  
|Total assets                                         |  | $                   | 265,161  |   |                       | $ | 342,592                   |  | $ | 40,203       |   |  | $            | (198,621 | ) |  | $ | 449,335  |  
|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  
|Current portion of long-term debt                    |  | $                   |         |   |                       | $ | 231                       |  | $ | 75           |   |  | $            |         |   |  | $ | 306      |  
|Accounts payable                                     |  |                     |         |   |                       |   | 33,646                    |  |   | 15,839       |   |  |              |         |   |  |   | 49,485   |  
|Advertising fund liabilities                         |  |                     |         |   |                       |   |                          |  |   | 22,929       |   |  |              |         |   |  |   | 22,929   |  
|Other current liabilities                            |  |                     | 16,605   |   |                       |   | 59,722                    |  |   | 1,079        |   |  |              |         |   |  |   | 77,406   |  
|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  
|Current liabilities                                  |  |                     | 16,605   |   |                       |   | 93,599                    |  |   | 39,922       |   |  |              |         |   |  |   | 150,126  |  
|                                                     |  |                     |          |   |                      
|Long-term debt                                       |  |                     | 922,827  |   |                       |   | 5,831                     |  |   | 247          |   |  |              |         |   |  |   | 928,905  |  
|Other long-term liabilities                          |  |                     | 2,539    |   |                       |   | 44,339                    |  |   | 236          |   |  |              |         |   |  |   | 47,114   |  
|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  
|Long-term liabilities                                |  |                     | 925,366  |   |                       |   | 50,170                    |  |   | 483          |   |  |              |         |   |  |   | 976,019  |  
|                                                     |  |                     |          |   |                      
|Stockholders equity (deficit)(1)                    |  |                     | (676,810 | ) |                       |   | 198,823                   |  |   | (202         | ) |  |              | (198,621 | ) |  |   | (676,810 | )
|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  
|Total liabilities and stockholders equity (deficit) |  | $                   | 265,161  |   |                       | $ | 342,592                   |  | $ | 40,203       |   |  | $            | (198,621 | ) |  | $ | 449,335  |  
|                                                     |  |                     |          |   |                       |   |                           |  |   |              |   |  |              |          |   |  |   |          |  



9



---

##### Table of Contents

|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|---------------------------------------------------- |  | ----------------------- | -------- | - | --------------------- | - | ------------------------- |  | ------------ | ------ |  | ------------ | -------- | - |  | - | -------- | -
|                                                     |  | As of December 28, 2003 |         
|                                                     |  | Dominos, Inc.          |          |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |        |  | Consolidated |         
|Cash and cash equivalents(1)                         |  | $                       |         |   |                       | $ | 41,123                    |  | $            | 1,603  |  | $            |         |   |  | $ | 42,726   |  
|Accounts receivable                                  |  |                         |         |   |                       |   | 59,109                    |  |              | 5,462  |  |              |         |   |  |   | 64,571   |  
|Advertising fund assets, restricted                  |  |                         |         |   |                       |   |                          |  |              | 30,544 |  |              |         |   |  |   | 30,544   |  
|Other current assets                                 |  |                         | 7,664    |   |                       |   | 35,243                    |  |              | 2,128  |  |              |         |   |  |   | 45,035   |  
|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current assets                                       |  |                         | 7,664    |   |                       |   | 135,475                   |  |              | 39,737 |  |              |         |   |  |   | 182,876  |  
|                                                     |  |                         |          |   |                      
|Property, plant and equipment, net                   |  |                         |         |   |                       |   | 122,815                   |  |              | 4,252  |  |              |         |   |  |   | 127,067  |  
|                                                     |  |                         |          |   |                      
|Other assets                                         |  |                         | 248,660  |   |                       |   | 81,897                    |  |              | 805    |  |              | (192,856 | ) |  |   | 138,506  |  
|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Total assets                                         |  | $                       | 256,324  |   |                       | $ | 340,187                   |  | $            | 44,794 |  | $            | (192,856 | ) |  | $ | 448,449  |  
|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current portion of long-term debt                    |  | $                       | 18,234   |   |                       | $ | 221                       |  | $            | 117    |  | $            |         |   |  | $ | 18,572   |  
|Accounts payable                                     |  |                         |         |   |                       |   | 41,832                    |  |              | 11,556 |  |              |         |   |  |   | 53,388   |  
|Advertising fund liabilities                         |  |                         |         |   |                       |   |                          |  |              | 30,544 |  |              |         |   |  |   | 30,544   |  
|Other current liabilities                            |  |                         | 20,944   |   |                       |   | 59,721                    |  |              | 1,094  |  |              |         |   |  |   | 81,759   |  
|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Current liabilities                                  |  |                         | 39,178   |   |                       |   | 101,774                   |  |              | 43,311 |  |              |         |   |  |   | 184,263  |  
|                                                     |  |                         |          |   |                      
|Long-term debt                                       |  |                         | 934,914  |   |                       |   | 5,931                     |  |              | 320    |  |              |         |   |  |   | 941,165  |  
|Other long-term liabilities                          |  |                         | 321      |   |                       |   | 40,521                    |  |              | 268    |  |              |         |   |  |   | 41,110   |  
|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Long-term liabilities                                |  |                         | 935,235  |   |                       |   | 46,452                    |  |              | 588    |  |              |         |   |  |   | 982,275  |  
|                                                     |  |                         |          |   |                      
|Stockholders equity (deficit)(1)                    |  |                         | (718,089 | ) |                       |   | 191,961                   |  |              | 895    |  |              | (192,856 | ) |  |   | (718,089 | )
|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  
|Total liabilities and stockholders equity (deficit) |  | $                       | 256,324  |   |                       | $ | 340,187                   |  | $            | 44,794 |  | $            | (192,856 | ) |  | $ | 448,449  |  
|                                                     |  |                         |          |   |                       |   |                           |  |              |        |  |              |          |   |  |   |          |  

---

|(1) | Dominos Pizza, Inc. and subsidiaries had cash and cash equivalents of
$51,303 and $42,852, or $122 and $126 more than Dominos, Inc. and subsidiaries at June 13, 2004 and December 28, 2003, respectively, and had total stockholders deficit of $(676,688) and $(717,963), or $122 and $126 more than
Dominos, Inc. and subsidiaries at June 13, 2004 and December 28, 2003, 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Dominos, Inc. and
Subsidiaries

Supplemental Guarantor Condensed Consolidating Statements of Income



|                                                          |  |                                    |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|--------------------------------------------------------- |  | ---------------------------------- | ------- | - | --------------------- | - | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------- | -
|                                                          |  | Fiscal Quarter Ended June 13, 2004 |        
|                                                          |  | Dominos, Inc.                     |         |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Revenues                                                  |  | $                                  |        |   |                       | $ | 317,599                   |  | $ | 6,637        |   |  | $            |        |   |  | $ | 324,236 |  
|                                                          |  |                                    |         |   |                      
|Cost of sales                                             |  |                                    |        |   |                       |   | 241,816                   |  |   | 4,819        |   |  |              |        |   |  |   | 246,635 |  
|General and administrative                                |  |                                    |        |   |                       |   | 36,271                    |  |   | 2,009        |   |  |              |        |   |  |   | 38,280  |  
|                                                          |  |                                    |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Total operating expenses                                  |  |                                    |        |   |                       |   | 278,087                   |  |   | 6,828        |   |  |              |        |   |  |   | 284,915 |  
|                                                          |  |                                    |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) from operations                             |  |                                    |        |   |                       |   | 39,512                    |  |   | (191         | ) |  |              |        |   |  |   | 39,321  |  
|                                                          |  |                                    |         |   |                      
|Equity earnings in subsidiaries                           |  |                                    | 24,308  |   |                       |   |                          |  |   |             |   |  |              | (24,308 | ) |  |   |        |  
|Interest income (expense), net                            |  |                                    | (13,743 | ) |                       |   | 84                        |  |   | (149         | ) |  |              |        |   |  |   | (13,808 | )
|                                                          |  |                                    |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) before provision (benefit) for income taxes |  |                                    | 10,565  |   |                       |   | 39,596                    |  |   | (340         | ) |  |              | (24,308 | ) |  |   | 25,513  |  
|                                                          |  |                                    |         |   |                      
|Provision (benefit) for income taxes                      |  |                                    | (5,317  | ) |                       |   | 14,948                    |  |   |             |   |  |              |        |   |  |   | 9,631   |  
|                                                          |  |                                    |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income (loss)                                         |  | $                                  | 15,882  |   |                       | $ | 24,648                    |  | $ | (340         | ) |  | $            | (24,308 | ) |  | $ | 15,882  |  
|                                                          |  |                                    |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  



10



---

##### Table of Contents

|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|--------------------------------------------------------- |  | --------------------------------------- | ------- | - | --------------------- | - | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | ------- | -
|                                                          |  | Two Fiscal Quarters Ended June 13, 2004 |        
|                                                          |  | Dominos, Inc.                          |         |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Revenues                                                  |  | $                                       |        |   |                       | $ | 630,073                   |  | $ | 12,918       |   |  | $            |        |   |  | $ | 642,991 |  
|                                                          |  |                                         |         |   |                      
|Cost of sales                                             |  |                                         |        |   |                       |   | 474,728                   |  |   | 9,550        |   |  |              |        |   |  |   | 484,278 |  
|General and administrative                                |  |                                         |        |   |                       |   | 72,129                    |  |   | 3,791        |   |  |              |        |   |  |   | 75,920  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Total operating expenses                                  |  |                                         |        |   |                       |   | 546,857                   |  |   | 13,341       |   |  |              |        |   |  |   | 560,198 |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) from operations                             |  |                                         |        |   |                       |   | 83,216                    |  |   | (423         | ) |  |              |        |   |  |   | 82,793  |  
|                                                          |  |                                         |         |   |                      
|Equity earnings in subsidiaries                           |  |                                         | 51,169  |   |                       |   |                          |  |   |             |   |  |              | (51,169 | ) |  |   |        |  
|Interest income (expense), net                            |  |                                         | (27,531 | ) |                       |   | 89                        |  |   | (266         | ) |  |              |        |   |  |   | (27,708 | )
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) before provision (benefit) for income taxes |  |                                         | 23,638  |   |                       |   | 83,305                    |  |   | (689         | ) |  |              | (51,169 | ) |  |   | 55,085  |  
|                                                          |  |                                         |         |   |                      
|Provision (benefit) for income taxes                      |  |                                         | (10,653 | ) |                       |   | 31,447                    |  |   |             |   |  |              |        |   |  |   | 20,794  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income (loss)                                         |  | $                                       | 34,291  |   |                       | $ | 51,858                    |  | $ | (689         | ) |  | $            | (51,169 | ) |  | $ | 34,291  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|                                                          | 
|                                                          |  | Fiscal Quarter Ended June 15, 2003      |        
|                                                          |  | Dominos, Inc.                          |         |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Revenues                                                  |  | $                                       |        |   |                       | $ | 289,882                   |  | $ | 5,334        |   |  | $            |        |   |  | $ | 295,216 |  
|                                                          |  |                                         |         |   |                      
|Cost of sales                                             |  |                                         |        |   |                       |   | 214,466                   |  |   | 3,957        |   |  |              |        |   |  |   | 218,423 |  
|General and administrative(2)                             |  |                                         |        |   |                       |   | 36,178                    |  |   | 1,389        |   |  |              |        |   |  |   | 37,567  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Total operating expenses                                  |  |                                         |        |   |                       |   | 250,644                   |  |   | 5,346        |   |  |              |        |   |  |   | 255,990 |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) from operations                             |  |                                         |        |   |                       |   | 39,238                    |  |   | (12          | ) |  |              |        |   |  |   | 39,226  |  
|                                                          |  |                                         |         |   |                      
|Equity earnings in subsidiaries                           |  |                                         | 24,307  |   |                       |   |                          |  |   |             |   |  |              | (24,307 | ) |  |   |        |  
|Interest income (expense), net                            |  |                                         | (10,961 | ) |                       |   | 109                       |  |   | (76          | ) |  |              |        |   |  |   | (10,928 | )
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) before provision (benefit) for income taxes |  |                                         | 13,346  |   |                       |   | 39,347                    |  |   | (88          | ) |  |              | (24,307 | ) |  |   | 28,298  |  
|                                                          |  |                                         |         |   |                      
|Provision (benefit) for income taxes(2)                   |  |                                         | (4,195  | ) |                       |   | 14,952                    |  |   |             |   |  |              |        |   |  |   | 10,757  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income (loss)                                         |  | $                                       | 17,541  |   |                       | $ | 24,395                    |  | $ | (88          | ) |  | $            | (24,307 | ) |  | $ | 17,541  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|                                                          | 
|                                                          |  | Two Fiscal Quarters Ended June 15, 2003 |        
|                                                          |  | Dominos, Inc.                          |         |   | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated |        
|Revenues                                                  |  | $                                       |        |   |                       | $ | 597,496                   |  | $ | 9,972        |   |  | $            |        |   |  | $ | 607,468 |  
|                                                          |  |                                         |         |   |                      
|Cost of sales                                             |  |                                         |        |   |                       |   | 442,631                   |  |   | 7,596        |   |  |              |        |   |  |   | 450,227 |  
|General and administrative(2)                             |  |                                         |        |   |                       |   | 72,387                    |  |   | 2,538        |   |  |              |        |   |  |   | 74,925  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Total operating expenses                                  |  |                                         |        |   |                       |   | 515,018                   |  |   | 10,134       |   |  |              |        |   |  |   | 525,152 |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) from operations                             |  |                                         |        |   |                       |   | 82,478                    |  |   | (162         | ) |  |              |        |   |  |   | 82,316  |  
|                                                          |  |                                         |         |   |                      
|Equity earnings in subsidiaries                           |  |                                         | 51,396  |   |                       |   |                          |  |   |             |   |  |              | (51,396 | ) |  |   |        |  
|Interest income (expense), net                            |  |                                         | (23,253 | ) |                       |   | 228                       |  |   | (133         | ) |  |              |        |   |  |   | (23,158 | )
|Other                                                     |  |                                         | (1,743  | ) |                       |   |                          |  |   |             |   |  |              |        |   |  |   | (1,743  | )
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Income (loss) before provision (benefit) for income taxes |  |                                         | 26,400  |   |                       |   | 82,706                    |  |   | (295         | ) |  |              | (51,396 | ) |  |   | 57,415  |  
|                                                          |  |                                         |         |   |                      
|Provision (benefit) for income taxes(2)                   |  |                                         | (9,485  | ) |                       |   | 31,015                    |  |   |             |   |  |              |        |   |  |   | 21,530  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  
|Net income (loss)                                         |  | $                                       | 35,885  |   |                       | $ | 51,691                    |  | $ | (295         | ) |  | $            | (51,396 | ) |  | $ | 35,885  |  
|                                                          |  |                                         |         |   |                       |   |                           |  |   |              |   |  |              |         |   |  |   |         |  

---

|(2) | Dominos Pizza, Inc. and subsidiaries incurred general and administrative
expenses of $37,654 and $75,144, or $87 and $219 more than Dominos, Inc. and subsidiaries, during the second quarter and first two quarters of 2003, respectively and incurred related provision for income taxes of $10,725 and $21,449, or $32
and $81 less than Dominos, Inc. and subsidiaries, during the second quarter and first two quarters of 2003, respectively. Accordingly, Dominos Pizza, Inc. and subsidiaries net income was $55 and $138 less than Dominos, Inc. and
subsidiaries for the second quarter and first two quarters of 2003, 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.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



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##### Table of Contents

Dominos, Inc. and Subsidiaries

Supplemental Condensed Consolidating Statements of Cash Flows



|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|------------------------------------------------------------ |  | --------------------------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------- | -
|                                                             |  | Two Fiscal Quarters Ended June 13, 2004 |        
|                                                             |  | Dominos, Inc.                          |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash flows provided by (used in) operating activities    |  | $                                       | (28,640 | ) |                       | $ | 79,285  |                           |  | $ | 1,891        |   |              | $ |  |  | $ | 52,536  |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Capital expenditures                                         |  |                                         |        |   |                       |   | (16,283 | )                         |  |   | (1,356       | ) |              |   |  |  |   | (17,639 | )
|Other                                                        |  |                                         |        |   |                       |   | 389     |                           |  |   |             |   |              |   |  |  |   | 389     |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash flows used in investing activities                  |  |                                         |        |   |                       |   | (15,894 | )                         |  |   | (1,356       | ) |              |   |  |  |   | (17,250 | )
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Repayments of debt                                           |  |                                         | (26,234 | ) |                       |   | (90     | )                         |  |   | (103         | ) |              |   |  |  |   | (26,427 | )
|Other(3)                                                     |  |                                         | 54,874  |   |                       |   | (55,727 | )                         |  |   |             |   |              |   |  |  |   | (853    | )
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash flows provided by (used in) financing activities    |  |                                         | 28,640  |   |                       |   | (55,817 | )                         |  |   | (103         | ) |              |   |  |  |   | (27,280 | )
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Effect of exchange rate changes on cash and cash equivalents |  |                                         |        |   |                       |   | 461     |                           |  |   | (12          | ) |              |   |  |  |   | 449     |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Increase in cash and cash equivalents                        |  |                                         |        |   |                       |   | 8,035   |                           |  |   | 420          |   |              |   |  |  |   | 8,455   |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents, at beginning of period(3)         |  |                                         |        |   |                       |   | 41,123  |                           |  |   | 1,603        |   |              |   |  |  |   | 42,726  |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents, at end of period(3)               |  | $                                       |        |   |                       | $ | 49,158  |                           |  | $ | 2,023        |   |              | $ |  |  | $ | 51,181  |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|                                                             | 
|                                                             |  | Two Fiscal Quarters Ended June 15, 2003 |        
|                                                             |  | Dominos, Inc.                          |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Net cash flows provided by (used in) operating activities(3) |  | $                                       | (21,673 | ) |                       | $ | 81,712  |                           |  | $ | 419          |   |              | $ |  |  | $ | 60,458  |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Capital expenditures                                         |  |                                         |        |   |                       |   | (11,141 | )                         |  |   | (415         | ) |              |   |  |  |   | (11,556 | )
|Other                                                        |  |                                         |        |   |                       |   | 1,992   |                           |  |   |             |   |              |   |  |  |   | 1,992   |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash flows used in investing activities                  |  |                                         |        |   |                       |   | (9,149  | )                         |  |   | (415         | ) |              |   |  |  |   | (9,564  | )
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Repayments of debt                                           |  |                                         | (21,413 | ) |                       |   |        |                           |  |   |             |   |              |   |  |  |   | (21,413 | )
|Other(3)                                                     |  |                                         | 43,086  |   |                       |   | (43,470 | )                         |  |   |             |   |              |   |  |  |   | (384    | )
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Net cash flows provided by (used in) financing activities    |  |                                         | 21,673  |   |                       |   | (43,470 | )                         |  |   |             |   |              |   |  |  |   | (21,797 | )
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Effect of exchange rate changes on cash and cash equivalents |  |                                         |        |   |                       |   | 121     |                           |  |   | 56           |   |              |   |  |  |   | 177     |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Increase in cash and cash equivalents                        |  |                                         |        |   |                       |   | 29,214  |                           |  |   | 60           |   |              |   |  |  |   | 29,274  |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents, at beginning of period(3)         |  |                                         |        |   |                       |   | 21,522  |                           |  |   | 950          |   |              |   |  |  |   | 22,472  |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  
|Cash and cash equivalents, at end of period(3)               |  | $                                       |        |   |                       | $ | 50,736  |                           |  | $ | 1,010        |   |              | $ |  |  | $ | 51,746  |  
|                                                             |  |                                         |         |   |                       |   |         |                           |  |   |              |   |              |   |   |  |   |         |  

---

|(3) | Dominos Pizza, Inc. and subsidiaries had net cash provided by operating activities of
$60,438, or $20 less than Dominos, Inc. and subsidiaries, during the first two quarters of 2003 and had net other cash used in financing activities of $(857) and $(363), or $4 more than and $21 less than Dominos, Inc. and subsidiaries,
during the first two quarters of 2004 and the first two quarters of 2003, respectively. Cash and cash equivalents for Dominos Pizza, Inc. and subsidiaries was $51,303 and $42,852 at June 13, 2004 and December 28, 2003, respectively, and
$51,871 and $22,596 at June 15, 2003 and December 29, 2002, 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12



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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 2004 and 2003 second quarters referenced herein represent the twelve-week periods ended June 13, 2004 and June 15, 2003, respectively. The 2004 and 2003 first two quarters referenced herein represent the twenty-four week periods ended
June 13, 2004 and June 15, 2003, respectively.



Overview



During the second quarter and first two quarters of
2004, global retail sales at Company-owned and franchise stores grew 7.1% and 7.0%, respectively. During these same periods, revenues grew 9.8% and 5.8%, respectively, and we achieved an increase in income from operations, despite an intensely
competitive landscape and an environment of rising costs negatively affecting many of our key expense items.



Our global retail sales, which include retail sales at both our franchise and Company-owned stores, benefited from strong international same store sales
growth, 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. The second quarter marked the 42nd consecutive quarter that we have grown our international same
store sales and our worldwide store counts increased 239 stores from year-ago levels, led by our international operations. Additionally, during the second quarter and first two quarters of 2004, our domestic same stores sales increased 2.1% and
0.5%, respectively, led by our domestic franchise operations.



Income from operations was $39.3 million in the second quarter, up 0.5% from the comparable period in 2003. We achieved an increase in income from operations despite significant increases in food costs at Company-owned stores primarily as a
result of a $0.90 increase in the average cheese block price per pound as compared to the comparable period in 2003. The cheese block price per pound at the end of the second quarter was at a very high level and, during the quarter, reached prices
in excess of $2.00 per pound. Reported income from operations as a percentage of consolidated revenues declined 1.2 percentage points to 12.1%. Had the average 2004 cheese price been in effect during the second quarter of 2003, income from
operations as a percentage of consolidated revenues would have been unchanged for the second quarter (12.1%). Net income, which decreased $1.6 million to $15.9 million in the second quarter, was negatively impacted by increased debt levels as a
result of our June 2003 recapitalization, offset by decreases in income tax expense and other expense.



Same Store Sales Growth



The following is a summary of our same store sales growth for the second quarter and first two quarters of 2004.



|                              |  |                        |    |  |                            |   
|----------------------------- |  | ---------------------- | -- |  | -------------------------- | --
|                              |  | Second Quarter of 2004 |    |  | First Two Quarters of 2004 |   
|Domestic Company-owned stores |  | (1.4                   | )% |  | (1.5                       | )%
|Domestic franchise stores     |  | 2.6                    | %  |  | 0.8                        | % 
|                              |  |                        |    |  |                            |   
|Domestic stores               |  | 2.1                    | %  |  | 0.5                        | % 
|International stores          |  | 5.0                    | %  |  | 5.7                        | % 



Store Growth Activity



The following is a summary of our store growth
activity for the second quarter and first two quarters of 2004.



|                              |  |                              |  |                         |   |  |                |   |  |                     |   |  |       |  
|----------------------------- |  | ---------------------------- |  | ----------------------- | - |  | -------------- | - |  | ------------------- | - |  | ----- | -
|                              |  | Second Quarter of 2004       | 
|                              |  | Domestic Company-ownedStores |  | DomesticFranchiseStores |   |  | DomesticStores |   |  | InternationalStores |   |  | Total |  
|Store count at March 21, 2004 |  | 576                          |  | 4,344                   |   |  | 4,920          |   |  | 2,553               |   |  | 7,473 |  
|Openings                      |  | 1                            |  | 21                      |   |  | 22             |   |  | 59                  |   |  | 81    |  
|Closings                      |  |                             |  | (17                     | ) |  | (17            | ) |  | (7                  | ) |  | (24   | )
|Transfers                     |  |                             |  |                        |   |  |               |   |  |                    |   |  |      |  
|                              |  |                              |  |                         |   |  |                |   |  |                     |   |  |       |  
|Store count at June 13, 2004  |  | 577                          |  | 4,348                   |   |  | 4,925          |   |  | 2,605               |   |  | 7,530 |  
|                              |  |                              |  |                         |   |  |                |   |  |                     |   |  |       |  



13



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##### Table of Contents

|                                 |  |                             |   |  |                         |   |  |                |   |  |                     |   |  |       |  
|-------------------------------- |  | --------------------------- | - |  | ----------------------- | - |  | -------------- | - |  | ------------------- | - |  | ----- | -
|                                 |  | First Two Quarters of 2004  |  
|                                 |  | DomesticCompany-ownedStores |   |  | DomesticFranchiseStores |   |  | DomesticStores |   |  | InternationalStores |   |  | Total |  
|Store count at December 28, 2003 |  | 577                         |   |  | 4,327                   |   |  | 4,904          |   |  | 2,523               |   |  | 7,427 |  
|Openings                         |  | 1                           |   |  | 49                      |   |  | 50             |   |  | 95                  |   |  | 145   |  
|Closings                         |  | (1                          | ) |  | (28                     | ) |  | (29            | ) |  | (13                 | ) |  | (42   | )
|Transfers                        |  |                            |   |  |                        |   |  |               |   |  |                    |   |  |      |  
|                                 |  |                             |   |  |                         |   |  |                |   |  |                     |   |  |       |  
|Store count at June 13, 2004     |  | 577                         |   |  | 4,348                   |   |  | 4,925          |   |  | 2,605               |   |  | 7,530 |  
|                                 |  |                             |   |  |                         |   |  |                |   |  |                     |   |  |       |  



Income Statement Data



The following is a summary of income statement data
for the second quarter and first two quarters of 2004 and 2003.



|                                         |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|---------------------------------------- |  | --------------------- | ----- |  | --------------------- | - |  | ------------------------- | ----- |  | -------------------------- | - |  | - | ----- |  | ----- | - |  | - | ----- |  | ----- | -
|                                         |  | Second Quarterof 2004 |       |  | Second Quarterof 2003 |   |  | First TwoQuarters of 2004 |       |  | First Two Quarters of 2003 |  
|Revenues:                                |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Domestic Company-owned stores            |  | $                     | 84.1  |  | 25.9                  | % |  | $                         | 85.9  |  | 29.1                       | % |  | $ | 172.0 |  | 26.8  | % |  | $ | 175.8 |  | 28.9  | %
|Domestic franchise                       |  |                       | 33.8  |  | 10.4                  |   |  |                           | 32.3  |  | 10.9                       |   |  |   | 68.4  |  | 10.6  |   |  |   | 66.8  |  | 11.0  |  
|Domestic distribution                    |  |                       | 180.9 |  | 55.8                  |   |  |                           | 154.6 |  | 52.4                       |   |  |   | 351.8 |  | 54.7  |   |  |   | 322.1 |  | 53.0  |  
|International                            |  |                       | 25.5  |  | 7.9                   |   |  |                           | 22.4  |  | 7.6                        |   |  |   | 50.8  |  | 7.9   |   |  |   | 42.8  |  | 7.1   |  
|                                         |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Total revenues                           |  |                       | 324.2 |  | 100.0                 |   |  |                           | 295.2 |  | 100.0                      |   |  |   | 643.0 |  | 100.0 |   |  |   | 607.5 |  | 100.0 |  
|                                         |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Operating expenses:                      |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Cost of sales                            |  |                       | 246.6 |  | 76.1                  |   |  |                           | 218.4 |  | 74.0                       |   |  |   | 484.3 |  | 75.3  |   |  |   | 450.2 |  | 74.1  |  
|General and administrative               |  |                       | 38.3  |  | 11.8                  |   |  |                           | 37.7  |  | 12.7                       |   |  |   | 75.9  |  | 11.8  |   |  |   | 75.1  |  | 12.4  |  
|                                         |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Income from operations                   |  |                       | 39.3  |  | 12.1                  |   |  |                           | 39.1  |  | 13.3                       |   |  |   | 82.8  |  | 12.9  |   |  |   | 82.1  |  | 13.5  |  
|Interest expense, net                    |  |                       | 13.8  |  | 4.2                   |   |  |                           | 10.9  |  | 3.7                        |   |  |   | 27.7  |  | 4.3   |   |  |   | 23.2  |  | 3.8   |  
|Other                                    |  |                       |      |  |                      |   |  |                           |      |  |                           |   |  |   |      |  |      |   |  |   | 1.7   |  | 0.3   |  
|                                         |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Income before provision for income taxes |  |                       | 25.5  |  | 7.9                   |   |  |                           | 28.2  |  | 9.6                        |   |  |   | 55.1  |  | 8.6   |   |  |   | 57.2  |  | 9.4   |  
|Provision for income taxes               |  |                       | 9.6   |  | 3.0                   |   |  |                           | 10.7  |  | 3.6                        |   |  |   | 20.8  |  | 3.2   |   |  |   | 21.4  |  | 3.5   |  
|                                         |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Net income                               |  | $                     | 15.9  |  | 4.9                   | % |  | $                         | 17.5  |  | 6.0                        | % |  | $ | 34.3  |  | 5.3   | % |  | $ | 35.7  |  | 5.9   | %
|                                         |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  



Revenues



Revenues include retail sales by Company-owned stores, royalties and fees
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 food prices, primarily cheese prices.



Consolidated revenues increased $29.0 million or 9.8% to $324.2 million in the second quarter of 2004, from $295.2 million
in the comparable period in 2003, and increased $35.5 million or 5.8% to $643.0 million in the first two quarters of 2004, from $607.5 million in the comparable period in 2003. These increases in revenues were due primarily to increases in domestic
distribution and international revenues. These results are 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                |  | Second Quarterof 2004 |       |  | Second Quarterof 2003 |   |  | First TwoQuarters of 2004 |       |  | First Two Quarters of 2003 |  
|Domestic Company-owned stores  |  | $                     | 84.1  |  | 71.3                  | % |  | $                         | 85.9  |  | 72.6                       | % |  | $ | 172.0 |  | 71.5  | % |  | $ | 175.8 |  | 72.5  | %
|Domestic franchise             |  |                       | 33.8  |  | 28.7                  |   |  |                           | 32.3  |  | 27.4                       |   |  |   | 68.4  |  | 28.5  |   |  |   | 66.8  |  | 27.5  |  
|                               |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Total domestic stores revenues |  | $                     | 117.8 |  | 100.0                 | % |  | $                         | 118.2 |  | 100.0                      | % |  | $ | 240.4 |  | 100.0 | % |  | $ | 242.6 |  | 100.0 | %
|                               |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  



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##### Table of Contents

Domestic stores revenues decreased $0.4 million or 0.3% to $117.8 million in the second quarter of 2004,
from $118.2 million in the comparable period in 2003, and decreased $2.2 million or 0.9% to $240.4 million in the first two quarters of 2004, from $242.6 million in the comparable period in 2003. These decreases in revenues were due primarily to
decreases in Company-owned same store sales, offset in part by increases in franchise same store sales and the average number of domestic franchise stores in operation during 2004. Domestic same store sales increased 2.1% and 0.5% in the second
quarter and first two quarters of 2004, respectively, compared to the comparable periods in 2003. These changes in domestic stores revenues are more fully described below.



Domestic Company-Owned Stores



Revenues from domestic Company-owned store operations decreased $1.8 million or 2.1% to $84.1 million in the second quarter
of 2004, from $85.9 million in the comparable period in 2003, and decreased $3.8 million or 2.2% to $172.0 million in the first two quarters of 2004, from $175.8 million in the comparable period in 2003. These decreases in revenues were due
primarily to decreases in same store sales of 1.4% and 1.5% in the second quarter and first two quarters of 2004, respectively, compared to the comparable periods in 2003 and a decrease in the average number of Company-owned stores open during 2004.
There were 577 and 579 domestic Company-owned stores in operation as of June 13, 2004 and June 15, 2003, respectively.



Domestic Franchise



Revenues from domestic franchise operations increased $1.5 million or 4.4% to $33.8 million in the second quarter of 2004, from $32.3 million in the
comparable period in 2003, and increased $1.6 million or 2.5% to $68.4 million in the first two quarters of 2004, from $66.8 million in the comparable period in 2003. These increases in revenues were due primarily to increases in same store sales of
2.6% and 0.8% in the second quarter and first two quarters of 2004, respectively, compared to the comparable periods in 2003 and an increase in the average number of domestic franchise stores open during 2004. There were 4,348 and 4,283 domestic
franchise stores in operation as of June 13, 2004 and June 15, 2003, respectively.



Domestic Distribution



Revenues
from domestic distribution operations increased $26.3 million or 17.0% to $180.9 million in the second quarter of 2004, from $154.6 million in the comparable period in 2003, and increased $29.7 million or 9.2% to $351.8 million in the first two
quarters of 2004, from $322.1 million in the comparable period in 2003. These increases in revenues were due primarily to an increase in overall food prices, primarily higher cheese prices, and were offset in part by a decrease in volumes. The
cheese block price per pound averaged $2.01 and $1.67 in the second quarter and first two quarters of 2004, respectively, compared to $1.11 and $1.12 in the comparable periods in 2003. Had the average 2004 cheese prices been in effect during the
comparable periods of 2003, revenues from distribution operations for the second quarter and first two quarters of 2003 would have been approximately $28.1 million and $34.3 million, respectively, higher than the reported 2003 amounts.



International



Revenues from international operations increased $3.1 million or 14.0% to
$25.5 million in the second quarter of 2004, from $22.4 million in the comparable period in 2003, and increased $8.0 million or 18.6% to $50.8 million in the first two quarters of 2004, from $42.8 million in the comparable period in 2003. These
increases in revenues were due to increases in same store sales, an increase in the average number of international stores open during 2004, and related increases in revenues from our international distribution operations. On a constant dollar
basis, same store sales increased 5.0% and 5.7% in the second quarter and first two quarters of 2004, compared to the comparable periods in 2003. On a historical dollar basis, same store sales increased 9.4% and 13.0% in the second quarter and first
two quarters of 2004, respectively, compared to the comparable periods in 2003, reflecting a generally weaker U.S. Dollar in those markets in which we compete. There were 2,605 and 2,429 international stores in operation as of June 13, 2004 and June
15, 2003, respectively.



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##### Table of Contents

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 $0.8 million or 1.1% to $77.6 million in the second quarter
of 2004, from $76.8 million in the comparable period in 2003, and increased $1.5 million or 0.9% to $158.7 million in the first two quarters of 2004, from $157.2 million in the comparable period in 2003, as summarized in the following table.



|                              |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|----------------------------- |  | --------------------- | ----- |  | --------------------- | - |  | ------------------------- | ----- |  | -------------------------- | - |  | - | ----- |  | ----- | - |  | - | ----- |  | ----- | -
|                              |  | Second Quarterof 2004 |       |  | Second Quarterof 2003 |   |  | First TwoQuarters of 2004 |       |  | First Two Quarters of 2003 |  
|Consolidated revenues         |  | $                     | 324.2 |  | 100.0                 | % |  | $                         | 295.2 |  | 100.0                      | % |  | $ | 643.0 |  | 100.0 | % |  | $ | 607.5 |  | 100.0 | %
|Consolidated cost of sales    |  |                       | 246.6 |  | 76.1                  |   |  |                           | 218.4 |  | 74.0                       |   |  |   | 484.3 |  | 75.3  |   |  |   | 450.2 |  | 74.1  |  
|                              |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Consolidated operating margin |  | $                     | 77.6  |  | 23.9                  | % |  | $                         | 76.8  |  | 26.0                       | % |  | $ | 158.7 |  | 24.7  | % |  | $ | 157.2 |  | 25.9  | %
|                              |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  



The increases in the
consolidated operating margin during the second quarter and first two quarters of 2004 were due primarily to increases in revenues from both our international and domestic franchise operations, offset in part by decreases in the operating margins at
both our domestic Company-owned stores and domestic distribution operations. Franchise revenues do not have a cost of sales component and, as a result, increases in related franchise revenues have a disproportionate effect on the consolidated
operating margin.



As a percentage of total revenues, the
decreases in the consolidated operating margin were due primarily to increases in domestic distribution revenues and related costs as a result of a market increase in overall food prices, primarily cheese, as well as increased food costs at our
domestic Company-owned stores. The average cheese block price increased $0.90 and $0.55 per pound during the second quarter and first two quarters of 2004, respectively, which impacted both our domestic distribution and Company-owned store margins.
These decreases in operating margin as a percentage of total revenues were offset in part by the aforementioned increases in domestic franchise and international revenues. Changes in the operating margins at domestic Company-owned store operations
and domestic distribution operations are more fully described below.



Domestic Company-Owned Stores



The domestic Company-owned store operating margin decreased $2.4 million or 13.6% to $15.1 million in the second quarter of 2004, from $17.5 million in the comparable period in 2003, and decreased $2.6 million or 7.6% to $33.0 million in
the first two quarters of 2004, from $35.6 million in the comparable period in 2003, as summarized in the following table.



|                              |  |                       |      |  |                       |   |  |                          |      |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|----------------------------- |  | --------------------- | ---- |  | --------------------- | - |  | ------------------------ | ---- |  | -------------------------- | - |  | - | ----- |  | ----- | - |  | - | ----- |  | ----- | -
|Domestic Company-Owned Stores |  | Second QuarterOf 2004 |      |  | Second Quarterof 2003 |   |  | First TwoQuarter of 2004 |      |  | First Two Quarters of 2003 |  
|Revenues                      |  | $                     | 84.1 |  | 100.0                 | % |  | $                        | 85.9 |  | 100.0                      | % |  | $ | 172.0 |  | 100.0 | % |  | $ | 175.8 |  | 100.0 | %
|Cost of sales                 |  |                       | 69.0 |  | 82.0                  |   |  |                          | 68.4 |  | 79.6                       |   |  |   | 139.1 |  | 80.8  |   |  |   | 140.2 |  | 79.7  |  
|                              |  |                       |      |  |                       |   |  |                          |      |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Store operating margin        |  | $                     | 15.1 |  | 18.0                  | % |  | $                        | 17.5 |  | 20.4                       | % |  | $ | 33.0  |  | 19.2  | % |  | $ | 35.6  |  | 20.3  | %
|                              |  |                       |      |  |                       |   |  |                          |      |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  



The decreases in the
domestic Company-owned store operating margin during the second quarter and first two quarters of 2004, respectively, were due primarily to decreases in same store sales and a market increase in overall food prices, primarily cheese.



As a percentage of store revenues, the store operating margin decreased 2.4
percentage points to 18.0% in the second quarter of 2004, from 20.4% in the comparable period in 2003, and decreased 1.1 percentage points to 19.2% in the first two quarters of 2004, from 20.3% in the comparable period in 2003.



As a percentage of store revenues, food costs increased 3.2 percentage points
to 29.6% in the second quarter of 2004, from 26.4% in the comparable period in 2003 and increased 1.1 percentage points to 27.9% in the first two quarters of 2004, from 26.8% in the comparable period in 2003. These increases in food costs as a
percentage of store revenues were due primarily to a market increase in overall food prices, primarily cheese, and were offset in part by a change in product mix per order primarily as a result of more aggressive promotions in 2003. The cheese block
price per pound averaged $2.01 and $1.67 in the second quarter and first two quarters of 2004, respectively, compared to $1.11 and $1.12 in the comparable periods in 2003.



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##### Table of Contents

As a percentage of store revenues, occupancy costs, which include rent, telephone, utilities and
depreciation, increased 0.1 percentage points to 11.3% in the second quarter of 2004, from 11.2% in the comparable period in 2003, and increased 0.4 percentage points to 11.2% in the first two quarters of 2004, from 10.8% in the comparable period in
2003.



As a percentage of store revenues, labor costs decreased
0.8 percentage points to 29.3% in the second quarter of 2004, from 30.1% in the comparable period in 2003 and decreased 0.3 percentage points to 30.0% in the first two quarters of 2004, from 30.3% in the comparable period in 2003.



Domestic Distribution



The domestic distribution operating margin decreased $0.5 million or 2.6% to
$16.4 million in the second quarter of 2004, from $16.9 million in the comparable period in 2003, and decreased $2.5 million or 7.0% to $33.1 million in the first two quarters of 2004, from $35.6 million in the comparable period in 2003, as
summarized in the following table.



|                              |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|----------------------------- |  | --------------------- | ----- |  | --------------------- | - |  | ------------------------- | ----- |  | -------------------------- | - |  | - | ----- |  | ----- | - |  | - | ----- |  | ----- | -
|Domestic Distribution         |  | Second Quarterof 2004 |       |  | Second Quarterof 2003 |   |  | First TwoQuarters of 2004 |       |  | First Two Quarters of 2003 |  
|Revenues                      |  | $                     | 180.9 |  | 100.0                 | % |  | $                         | 154.6 |  | 100.0                      | % |  | $ | 351.8 |  | 100.0 | % |  | $ | 322.1 |  | 100.0 | %
|Cost of sales                 |  |                       | 164.5 |  | 90.9                  |   |  |                           | 137.7 |  | 89.1                       |   |  |   | 318.7 |  | 90.6  |   |  |   | 286.5 |  | 88.9  |  
|                              |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  
|Distribution operating margin |  | $                     | 16.4  |  | 9.1                   | % |  | $                         | 16.9  |  | 10.9                       | % |  | $ | 33.1  |  | 9.4   | % |  | $ | 35.6  |  | 11.1  | %
|                              |  |                       |       |  |                       |   |  |                           |       |  |                            |   |  |   |       |  |       |   |  |   |       |  |       |  



The decreases in the
domestic distribution operating margin during the second quarter and first two quarters of 2004 were due primarily to decreases in volumes and, to a lesser extent, increases in insurance, delivery and depreciation costs.



As a percentage of distribution revenues, the distribution operating margin
decreased 1.8 percentage points to 9.1%, in the second quarter of 2004 from 10.9% in the comparable period in 2003, and decreased 1.7 percentage points to 9.4%, in the first two quarters of 2004 from 11.1% in the comparable period in 2003. These
decreases were due primarily to increased food prices, including cheese, and a decrease in volumes shipped to domestic stores. Increases in certain food prices, primarily cheese, have a negative effect on the distribution operating margin due to the
fixed dollar margin earned by domestic distribution on the sale of certain food items. Had the 2004 average cheese prices been in effect during the comparable periods of 2003, the distribution operating margin for the second quarter and first two
quarters of 2003 would have been approximately 9.2% and 10.0% of distribution revenues, respectively, or 1.7 percentage points and 1.1 percentage points, respectively, lower than the reported 2003 amounts.



General and Administrative Expenses



General and administrative expenses increased $0.6 million or 1.7% to $38.3
million in the second quarter of 2004, from $37.7 million in the comparable period in 2003, and increased $0.8 million or 1.0% to $75.9 million in the first two quarters of 2004, from $75.1 million in the comparable period in 2003. The increases in
general and administrative expenses were due primarily to increases in rents, insurance and labor costs.



As a percentage of revenues, general and administrative expenses decreased 0.9 percentage points to 11.8% in the second quarter of 2004, from 12.7% in the
comparable period in 2003, and decreased 0.6 percentage points to 11.8% in the first two quarters of 2004, from 12.4% in the comparable period in 2003. These decreases in general and administrative expenses as a percentage of revenues were due
primarily to the positive impact on general and administrative expenses as a percentage of revenues that resulted from increased revenues in our distribution centers related to rising food prices. Had the 2004 average cheese prices been in effect
during the comparable periods of 2003, general and administrative costs as a percentage of revenues for the second quarter and first two quarters of 2003 would have been approximately 11.6% and 11.7% of revenues, respectively, or 1.1 percentage
points and 0.7 percentage points, respectively, lower than the reported 2003 amounts.



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##### Table of Contents

Interest Expense



Interest expense increased $2.9 million or 26.2% to $13.9 million in the second quarter of 2004, from $11.0 million in the comparable period in 2003
and increased $4.5 million or 19.4% to $27.9 million in the first two quarters of 2004, from $23.4 million in the comparable period in 2003. These increases in interest expense were due primarily to increased debt levels as a result of our June 2003
recapitalization, offset in part by more favorable interest rates. Our average outstanding debt balance, excluding capital lease obligations, increased $343.6 million to $933.5 million in the first two quarters of 2004, from $589.9 million in the
comparable period in 2003. Our effective borrowing rate, including the effect of interest rate derivatives, decreased 1.6 percentage points to 5.9% during the first two quarters of 2004, from 7.5% in the comparable period in 2003.



Other



Other expense decreased $1.7 million in the first two quarters of 2004. This decrease was due to losses incurred in
connection with redeeming $20.5 million of Dominos, Inc. senior subordinated notes in the first quarter of 2003.



Provision for Income Taxes



Provision for income taxes decreased $1.1 million to $9.6 million in the second quarter of 2004, from $10.7 million in the comparable period in 2003, and
decreased $0.6 million to $20.8 million in the second quarter of 2004, from $21.4 million in the comparable period in 2003.



Liquidity and Capital Resources



We had working capital of $32.5 million and cash and cash equivalents of $51.3 million at June 13, 2004. 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 and invest in long-term assets, reduce our working capital amounts. More recently, due to the one percent annual amortization payments required by our senior secured credit facility,
as well as voluntary prepayments we have made on the senior secured credit facility principal amount, 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 and debt repayments from these sources. We did not have any material commitments for
capital expenditures as of June 13, 2004.



As of June 13, 2004,
we had $929.2 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 $24.8 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.



Cash provided by operating
activities was $52.5 million and $60.4 million in the first two quarters of 2004 and 2003, respectively. The $7.9 million decrease was due primarily to a $1.5 million decrease in net income and a $6.3 million net change in operating assets and
liabilities.



Cash used in investing activities was $17.3
million and $9.6 million in the first two quarters of 2004 and 2003, respectively. The $7.7 million increase was due primarily to a $6.1 million increase in capital expenditures, due primarily to renovations of our corporate headquarters, and a $0.8
million decrease in net repayments of notes receivable.



Cash
used in financing activities was $27.3 million and $21.8 million in the first two quarters of 2004 and 2003, respectively. The $5.5 million increase was due primarily to a $5.0 million increase in repayments of debt and a $0.6 million increase in
cash paid for financing costs.



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##### Table of Contents

On July 16, 2004, Dominos Pizza, Inc. completed an initial public offering of its common stock.
With the proceeds to us from that offering, Dominos, Inc. will redeem approximately $109.1 million of its senior subordinated notes due 2011. The redemption is expected to occur during the third fiscal quarter of 2004 at 108.25% of par value
of the notes plus accrued interest. Prior to the completion of the offering, Dominos, Inc. amended and restated its senior secured credit facility to, among other amendments, allow for such use of proceeds from the initial public offering.



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 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



Certain statements contained in this filing relating to capital spending
levels and the adequacy of our capital resources are forward-looking. Also, statements that contain words such as believes, expects, anticipates, intends, estimates or similar expressions
are forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Among these risks and uncertainties
are competitive factors, increases in our operating costs, ability to retain our key personnel, our substantial leverage, ability to implement our growth and cost-saving strategies, industry trends and general economic conditions, adequacy of
insurance coverage and other factors, all of which are described in our 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 three 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                            |  | Dominos Pays              |  | Counterparty Pays
|Interest Rate Swap |  | $60.0 million         |  | June 2001  June 2004           |  | 4.90%                      |  | LIBOR            
|Interest Rate Swap |  | $30.0 million         |  | September 2001  September 2004 |  | 3.69%                      |  | LIBOR            
|Interest Rate Swap |  | $75.0 million         |  | August 2002  June 2005         |  | 3.25%                      |  | LIBOR            
|Interest Rate Swap |  | $50.0 million         |  | August 2003  July 2011         |  | LIBOR plus319 basis points |  | 8.25%            
|Interest Rate Swap |  | $50.0 million         |  | August 2003  July 2011         |  | LIBOR plus324 basis points |  | 8.25%            



In 2004, we entered
into two additional interest rate swap agreements effectively converting the variable Eurodollar component on a portion of our senior secured credit facility term debt to various fixed rates over various terms. The first agreement has a notional
amount of $300.0 million, begins in June 2004, ends in June 2005 and fixes our interest rate at 1.62%. The second 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 June 13, 2004, the weighted average interest rate on our $458.0 million of variable interest debt was 3.75%.



We had total interest expense of approximately $27.9 million in the first two
quarters of 2004. 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 $4.3 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 June 13, 2004 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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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 an action alleging that our store managers are misclassified as exempt employees. 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



On July 12, 2004, the Securities and Exchange Commission declared Dominos Pizza, Inc.s Registration Statement on Form S-1 (File No.
333-114442-01) effective. On July 16, 2004, Dominos Pizza, Inc. closed its offering for an aggregate of 9,375,000 shares of Dominos Pizza, Inc.s common stock, $.01 par value per share, at an initial public offering price of $14.00
per share (subject to an underwriting discount of $0.96 per share). In addition, the selling stockholders identified in the registration statement sold an aggregate of 14,846,929 shares of Dominos Pizza, Inc. common stock at an initial public
offering price of $14.00 (subject to an underwriting discount of $0.96 per share). The underwriters have an option, exercisable for a period of 30 days from the date of the final prospectus related to the initial public offering, to purchase from
certain selling stockholders up to an additional 3,633,289 shares of Dominos Pizza, Inc. common stock at an initial public offering price of $14.00 per share (subject to an underwriting discount of $0.96 per share) to cover over-allotments, if
any.



The registration statement referred to above, together
with Dominos Pizza, Inc.s registration statement on Form S-1 (File No. 333-117324) filed on July 12, 2004 pursuant to Rule 462(b) under the Securities Act of 1933, registered a total of 9,375,000 shares of Dominos Pizza, Inc.
common stock to be sold by Dominos Pizza, Inc. and a total of 18,480,218 shares of Dominos Pizza, Inc. common stock to be sold by selling stockholders, including 3,633,289 shares of Dominos Pizza, Inc. common stock subject to the
over-allotment option referred to above. The shares sold by Dominos Pizza, Inc. have an aggregate offering price (net of the related underwriting discount) of approximately $122.3 million and the shares sold by the selling stockholders have an
aggregate offering price (net of the related underwriting discount) of approximately $193.6 million. Including the shares that are subject to the over-allotment option, the shares registered for sale by the selling stockholders have an aggregate
offering price (net of the related underwriting discount) of approximately $241.0 million.



The managing underwriters for the offering were J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC and Lehman Brothers Inc. Net proceeds to
Dominos Pizza, Inc. were approximately $119.3 million after deducting underwriting discounts of $9.0 million and estimated offering expenses of approximately $3.0 million. All of such underwriting discounts and estimated expenses represent
amounts payable to persons not affiliated with Dominos Pizza, Inc.



All of the net proceeds to Dominos Pizza, Inc. will be used to redeem, at a premium plus accrued interest, approximately $109.1 million in aggregate principal amount of Dominos, Inc.s outstanding
81/4% senior subordinated notes due 2011. The redemption is expected to occur during the third quarter of fiscal
2004.



Item 3. Defaults Upon Senior Securities



None.



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



Pursuant to Section 228 of the General Corporation Law of the State of Delaware, on April 19, 2004 TISM, Inc., as sole stockholder of Dominos Pizza, Inc., by written consent without a meeting, adopted
resolutions approving the reincorporation merger of TISM, Inc. and Dominos Pizza, Inc.



Votes cast for the above matters: Common Stock  1,000 shares



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Pursuant to Section 228 of the General Corporation Law of the State of Delaware, on June 2, 2004 the
stockholders of Dominos Pizza, Inc., by written consent without a meeting, adopted resolutions:



| | 1. | Approving the Second Restated Certificate of Incorporation of Dominos Pizza, Inc.
| | -- | ----------------------------------------------------------------------------------



| | 2. | Approving the Amended and Restated By-laws of Dominos Pizza, Inc.
| | -- | ------------------------------------------------------------------



| | 3. | Approving the 2004 Equity Incentive Plan.
| | -- | -----------------------------------------



| | 4. | Approving the 2004 Employee Stock Purchase Plan.
| | -- | ------------------------------------------------



| | 5. | Approving an amendment to the Fourth Amended and Restated Stock Option Plan.
| | -- | ----------------------------------------------------------------------------



| | 6. | Appointing PricewaterhouseCoopers LLP as Dominos Pizza, Inc.s independent public accounting firm.
| | -- | ---------------------------------------------------------------------------------------------------



| | 7. | Approve the form of indemnification agreement.
| | -- | ----------------------------------------------



| | 8. | Electing (i) Andrew B. Balson and Harry J. Silverman as Class I Directors, to serve until the annual meeting of stockholders in 2005; (ii) David A. Brandon and Mark E. Nunnelly as
Class II Directors, to serve until the annual meeting of stockholders in 2006; and (iii) Dennis F. Hightower and Robert M. Rosenberg as Class III Directors, to serve until the annual meeting of stockholders in 2007.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Votes cast for the above matters: Common Stock  21,208,686
shares



Item 5. Other Information



None.



Item 6. Exhibits and Reports on Form 8-K



|a. | Exhibits
|-- | --------



|              |  |                                                                                                                                                                                                                                                             
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                 
|10.1          |  | Second Amendment and Consent to Credit Agreement and First Amendment to Subsidiaries Guaranty (Incorporated by reference to Exhibit 10.1 to the Dominos, Inc. Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 7, 2004).
|              | 
|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.                                              
|              | 
|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.                                                  



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|b. | Reports on Form 8-K.
|-- | --------------------



The following Current Reports on Form 8-K were filed with or furnished to the SEC during the period covered by this report:



Current Report on Form 8-K of Dominos, Inc. dated March 23, 2004,
which included a press release announcing financial results for the fourth quarter and fiscal year ended December 28, 2003.



Current Report on Form 8-K of Dominos, Inc. dated April 13, 2004, which included a press release announcing that TISM, Inc., the parent company of
Dominos, Inc., and one of TISMs subsidiaries, Dominos Pizza, Inc., filed a registration statement on Form S-1 with the Securities and Exchange Commission to register the sale of shares of common stock in an initial public offering.



Current Report on Form 8-K of Dominos, Inc. dated May
4, 2004, which included a press release announcing financial results for the first quarter of 2004 which ended March 21, 2004.



Current Report on Form 8-K of Dominos, Inc. dated May 6, 2004, which included a press release announcing that Dominos, Inc., together with its
parent company, TISM, Inc., and various subsidiaries of TISM entered into a Second Amendment and Consent to Credit Agreement and First Amendment to Subsidiaries Guaranty with J.P. Morgan Securities Inc., as sole lead arranger and book runner,
JPMorgan Chase Bank, as administrative agent for Lenders, CITICORP North America, Inc., as syndication agent and BANK ONE, NA as documentation agent and the other lenders party thereto, and including such amendment as an exhibit to the report.



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SIGNATURES



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



|                    |  |                        
|------------------- |  | -----------------------
|                    |  | DOMINOS PIZZA, INC.   
|                    |  | DOMINOS, INC.         
|                    |  | (Registrants)          
|                    | 
|Date: July 27, 2004 |  | /s/ Harry J. Silverman 
|                    |  | Harry J. Silverman     
|                    |  | Chief Financial Officer



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