<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

(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 20, 1999

                                       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 number: 333-74797

                                 Domino's, Inc.
             (Exact name of registrant as specified in its charter)


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

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]

The number of shares outstanding of the registrant's common stock as of August
4, 1999 was 10 shares.
<PAGE>

                         Domino's, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets


<TABLE>
<CAPTION>
                                                              June 20, 1999   January 3, 1999
(In thousands)                                                 (Unaudited)         (Note)
Assets                                                       --------------  ----------------
<S>                                                             <C>             <C>
Current assets:
         Cash                                                   $  19,489       $     115
         Accounts receivable                                       41,856          48,858
         Inventories                                               17,587          20,134
         Deferred tax assets                                        9,811           9,811
         Other                                                     17,718          17,927
                                                                ---------       ---------
Total current assets                                              106,461          96,845
                                                                ---------       ---------
Property, plant and equipment:
         Land and buildings                                        14,246          14,605
         Leasehold and other improvements                          54,168          52,248
         Equipment                                                112,280         109,517
         Construction in progress                                   3,504           5,486
                                                                ---------       ---------
                                                                  184,198         181,856
         Accumulated depreciation and amortization                117,592         116,890
                                                                ---------       ---------
Total property, plant and equipment                                66,606          64,966
                                                                ---------       ---------
Other assets:
         Deferred tax assets                                       72,758          71,776
         Deferred financing costs                                  40,489          43,046
         Goodwill                                                  14,221          14,179
         Covenants not-to-compete                                  34,249          50,058
         Capitalized software                                      24,763          22,593
         Other                                                     24,314          24,428
                                                                ---------       ---------
Total other assets                                                210,794         226,080
                                                                ---------       ---------
Total assets                                                    $ 383,861       $ 387,891
                                                                =========       =========

Liabilities and stockholder's deficit
Current liabilities:
         Current portion of long-term debt                      $  10,187       $   7,646
         Accounts payable                                          31,843          44,596
         Insurance reserves                                         9,681           9,633
         Accrued income taxes                                       1,670           6,501
         Other accrued liabilities                                 58,712          46,693
                                                                ---------       ---------
Total current liabilities                                         112,093         115,069
                                                                ---------       ---------
Long-term liabilities:
         Long-term debt, less current portion                     714,595         720,480
         Insurance reserves                                        12,337          15,132
         Other accrued liabilities                                 22,482          20,985
                                                                ---------       ---------
Total long-term liabilities                                       749,414         756,597
                                                                ---------       ---------
Stockholder's deficit:
         Common stock                                                  --              --
         Additional paid-in capital                               116,202         114,737
         Retained deficit                                        (593,633)       (598,209)
         Accumulated other comprehensive income                      (215)           (303)
                                                                ---------       ---------
Total stockholder's deficit                                      (477,646)       (483,775)
                                                                ---------       ---------
Total liabilities and stockholder's deficit                     $ 383,861       $ 387,891
                                                                =========       =========
</TABLE>

Note: The balance sheet at January 3, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

See accompanying notes.


                                       2
<PAGE>

                        Domino's, Inc. and Subsidiaries
                   Condensed Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                             Fiscal Quarter Ended        Two Fiscal Quarters Ended
                                           June 20,        June 14,       June 20,        June 14,
                                             1999            1998           1999            1998
(In thousands)                            -------------------------      -------------------------
Revenues:
<S>                                       <C>             <C>            <C>             <C>
     Corporate stores                     $  83,802       $  94,452      $ 170,362       $ 186,770
     Domestic franchise royalties            26,543          24,659         53,159          48,947
     Domestic distribution                  132,785         130,911        267,512         257,986
     International                           12,982          12,280         25,847          24,459
                                          ---------       ---------      ---------       ---------
Total revenues                              256,112         262,302        516,880         518,162
                                          ---------       ---------      ---------       ---------
Operating expenses:
     Cost of sales                          181,089         190,046        366,697         379,171
     General and administrative              55,471          55,896        113,112         108,424
                                          ---------       ---------      ---------       ---------
Total operating expenses                    236,560         245,942        479,809         487,595
                                          ---------       ---------      ---------       ---------
Income from operations                       19,552          16,360         37,071          30,567

Interest income                                 216             204            329             594
Interest expense                             16,911           1,047         34,162           1,843
                                          ---------       ---------      ---------       ---------
Income before provision (benefit)
     for income taxes                         2,857          15,517          3,238          29,318

Provision (benefit) for income taxes         (1,490)          1,136         (1,338)          2,285
                                          ---------       ---------      ---------       ---------
Net income                                $   4,347       $  14,381      $   4,576       $  27,033
                                          =========       =========      =========       =========
</TABLE>



See accompanying notes.

                                       3
<PAGE>

                         Domino's, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                        Two Fiscal Quarters Ended
                                                      June 20, 1999     June 14, 1998
                                                      -------------     -------------
<S>                                                     <C>                <C>
(In thousands)
Cash flows from operating activities:
     Net cash provided by operating activities          $ 33,001           $ 33,580
                                                        --------           --------

Cash flows from investing activities:
     Purchases of plant and equipment                    (12,156)           (19,901)
     Other                                                   668             (1,831)
                                                        --------           --------
Net cash used in investing activities                    (11,488)           (21,732)
                                                        --------           --------

Cash flows from financing activities:
     Proceeds from issuance of long-term debt                 --             28,200
     Repayments of long-term debt                         (3,685)            (5,362)
     Capital contribution from Parent                      1,465                 --
     Distributions to Parent                                  --            (29,663)
                                                        --------           --------
Net cash used in financing activities                     (2,220)            (6,825)
                                                        --------           --------

Effect of exchange rate changes on cash                       81                (53)
                                                        --------           --------
Increase in cash                                          19,374              4,970

Cash, at beginning of period                                 115                105
                                                        --------           --------
Cash, at end of period                                  $ 19,489           $  5,075
                                                        ========           ========
</TABLE>



See accompanying notes.


                                       4
<PAGE>

Domino's, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(Unaudited)

June 20, 1999

1.    Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions of Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the fiscal quarter and two fiscal quarters
ended June 20, 1999 are not necessarily indicative of the results that may be
expected for the year ended January 2, 2000. For further information, refer to
the consolidated financial statements and footnotes thereto for the year ended
January 3, 1999 included in the Domino's, Inc. Form S-4 Registration Statement
No. 333-74797.

2.    Summary of Significant Accounting Policies

Principles of Consolidation
The accompanying condensed consolidated financial statements include the
accounts of Domino's, Inc., formerly known as Domino's Pizza International
Payroll Services, Inc., a Delaware corporation, and its wholly-owned
subsidiaries (collectively, Domino's). All significant intercompany accounts and
transactions have been eliminated. Domino's, Inc. is a wholly owned subsidiary
of TISM, Inc. (TISM).

TISM's Recapitalization
On December 21, 1998, TISM effected a merger with TM Transitory Merger
Corporation (TMTMC) in a leveraged recapitalization transaction whereby TMTMC
was merged with and into TISM with TISM being the surviving entity. TMTMC had no
operations and was formed solely for the purpose of effecting the
recapitalization. As part of the recapitalization, Domino's incurred significant
debt and distributed significantly all of the proceeds to TISM, which used those
proceeds, along with proceeds from the issuance of two classes of common stock
and one class of preferred stock, to fund the purchase of 93% of the outstanding
common stock of TISM from one of TISM's directors and certain members of his
family.

Prior to December 1998, Domino's, Inc. was an indirectly wholly-owned subsidiary
of Domino's Pizza, Inc. During December 1998 and before the recapitalization,
Domino's Pizza, Inc. distributed its ownership interest in Domino's, Inc. to
TISM. TISM then contributed its ownership interest in Domino's Pizza, Inc.,
which had been a wholly-owned subsidiary of TISM, to Domino's, Inc., effectively
converting Domino's, Inc. from a subsidiary of Domino's Pizza, Inc. into
Domino's Pizza, Inc.'s parent.

The accompanying condensed consolidated financial statements and these Notes to
Condensed Consolidated Financial Statements include the results of operations of
Domino's Pizza, Inc. and its wholly-owned subsidiaries (including Domino's,
Inc.) for the periods prior to the recapitalization.

Fiscal Year and Fiscal Quarters
Domino's fiscal year ends on the Sunday closest to December 31 and generally
consists of fifty-two weeks. The 1998 fiscal year, however, which ended January
3, 1999, consisted of fifty-three weeks.

Domino's first three fiscal quarters of a fiscal year each consist of twelve
weeks and the fourth quarter of a fiscal year consists of either sixteen or
seventeen weeks depending upon whether the fiscal year consists of fifty-two
weeks or fifty-three weeks, respectively. The second fiscal quarters of 1999 and
1998 consisted of the twelve week periods ended June 20, 1999 and June 14, 1998,
respectively.


                                       5
<PAGE>

3.    Accounting Pronouncements

The American Institute of Certified Public Accountants has issued Statement of
Position (SOP) 98-5, "Reporting on the Costs of Start-up Activities," which
requires entities to expense the costs of start-up activities, including
organizational costs, when incurred. We adopted this SOP in the first quarter of
fiscal year 1999. The adoption of this SOP did not have a material impact on our
financial statements or our operations.

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," which requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet and measure those instruments
at fair value. In June 1999, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of FASB Statement No. 133". The Company will be required to adopt these
Statements beginning with the first fiscal quarter of fiscal year 2001. We have
not determined the reporting impact, if any, of the adoption of these
Statements.

4.    Change in Accounting Estimates

During the first quarter of 1999, we initiated a review of the estimated useful
lives we use for depreciating or amortizing our plant and equipment and goodwill
assets. The review included consideration of the estimated life of our stores as
determined through quantitative analysis performed in late 1998 and analysis of
the historical longevity of operating assets used in our operations. We
concluded the review late in the first quarter of 1999.

Based on this review, we modified the useful lives for several asset categories.
For equipment, estimated useful lives were extended for certain assets from
seven years to either ten or twelve years and were shortened for other assets,
primarily computer equipment, from either five or seven years to three years.
For leasehold improvements, estimated useful lives were extended from five years
to ten years, which generally will result in amortization of these assets over
the term of the respective leases plus one renewal option period. For furniture
and fixtures, estimated useful lives were extended for certain assets from seven
years to ten years. For goodwill, which primarily arises from purchases of
stores from franchisees, estimated useful lives were shortened in certain
circumstances to ten years from the beginning of fiscal 1999. In accordance with
generally accepted accounting principles, these changes in useful lives are
being applied on a prospective basis to existing assets and will be applied to
assets acquired in the future. These changes in accounting estimates have been
effected as of the beginning of fiscal 1999, resulting in increases in income
from operations and net income as follows (in thousands):

<TABLE>
<CAPTION>
                                                      Fiscal Quarter Ended  Two Fiscal Quarters Ended
                                                         June 20, 1999          June 20, 1999
                                                         -------------          -------------
<S>                                                          <C>                   <C>
Net impact of changes in useful lives                        $ 1,350               $ 2,775
Non-recurring charge to eliminate assets which
     had no remaining useful lives                                --                (1,025)
                                                             -------               -------
Increase in income from operations                             1,350                 1,750
Income tax effect                                                540                   700
                                                             -------               -------
Increase in net income                                       $   810               $ 1,050
                                                             =======               =======

</TABLE>


                                       6

<PAGE>
5.    Comprehensive Income

The Financial Accounting Standards Board has issued SFAS No. 130, "Reporting
Comprehensive Income," which establishes standards for reporting comprehensive
income and its components in a full set of financial statements. Comprehensive
income is defined as the total of net income and all other non-owner changes in
equity. We adopted this Statement in 1997. Our total comprehensive income was as
follows (in thousands):

<TABLE>
<CAPTION>
                                                      Fiscal Quarter Ended    Two Fiscal Quarters Ended
                                                      June 20,      June 14,     June 20,      June 14,
                                                        1999          1998         1999          1998
                                                      ---------------------     ---------    ----------
<S>                                                   <C>          <C>           <C>          <C>
Net income                                            $  4,347     $ 14,381      $  4,576     $ 27,033
Currency translation adjustment                             14          (52)           57          (39)
Unrealized gain (loss) on investments, net of tax           36          (94)           31           53
                                                      --------     --------      --------     --------
Total comprehensive income                            $  4,397     $ 14,235      $  4,664     $ 27,047
                                                      ========     ========      ========     ========

</TABLE>

6. Segment Data

The Financial Accounting Standards Board has issued SFAS No. 131, "Disclosures
About Segments of an Enterprise and Related Information," which supercedes SFAS
No. 14, "Financial Reporting for Segments of a Business Enterprise," replacing
the "industry segment" approach of reporting segment information with the
"management" approach. The "management" approach designates the internal
organization that is used by management for making operating decisions and
assessing performance as the source of the reportable segments. We adopted this
Statement in 1998. Adoption of this Statement only affects the presentation of
the notes to the financial statements.

We have three reportable segments as determined by management using the
"management" approach as defined in SFAS No. 131: (1) Domestic Stores, (2)
Domestic Distribution and (3) International. Our operations are organized by
management on the combined bases of line of business and geography. The Domestic
Stores segment includes operations with respect to all franchised and
corporate-owned stores throughout the contiguous United States. The Domestic
Distribution segment includes the distribution of food, equipment and supplies
to franchised and corporate-owned stores throughout the contiguous United
States. The International segment includes operations related to our franchising
business in foreign and non-contiguous United States markets and our food
distribution business in Canada, Alaska, Hawaii, France and, in 1998, Puerto
Rico. In December 1998, we sold our Puerto Rico food distribution business to
our master franchisee in that market.

The accounting policies of the reportable segments are the same as those we use
on a consolidated basis. We evaluate the performance of our segments and
allocate resources to them based on earnings before interest, taxes,
depreciation and amortization ("EBITDA").

The tables below summarize the financial information concerning our reportable
segments for the fiscal quarter and two fiscal quarters ended June 20, 1999 and
June 14, 1998. Intersegment revenues are comprised of sales of food, equipment
and supplies from the Domestic Distribution segment to the Domestic Stores
segment. Intersegment sales prices are market based. In 1998, the "Other" column
as it relates to EBITDA information below includes charitable contributions,
salary of a TISM Director and former majority TISM stockholder and other
corporate headquarters costs that we do not allocate to any of the reportable
segments. In 1999, such column includes only corporate headquarters costs that
we do not allocate to any of the reportable segments. All amounts presented
below are in thousands.

                                       7
<PAGE>

<TABLE>
<CAPTION>
                           Fiscal quarter ended June 20, 1999 and June 14, 1998
                           ----------------------------------------------------
               Domestic         Domestic                   Intersegment
                 Stores     Distribution  International        Revenues        Other         Total
                 ------     ------------  -------------        --------        -----         -----
Revenues -
<S>            <C>              <C>            <C>            <C>           <C>           <C>
   1999 ...... $110,345         $154,677       $ 12,982       $(21,892)     $     --      $256,112
   1998 ......  119,111          157,387         12,280        (26,476)           --       262,302
EBITDA -
   1999 ......   30,905            7,063          2,234           --          (8,737)       31,465
   1998 ......   27,256            4,047          1,985           --         (11,830)       21,458

<CAPTION>
                           Two fiscal quarters ended June 20, 1999 and June 14, 1998
                           ---------------------------------------------------------
               Domestic         Domestic                   Intersegment
                 Stores     Distribution  International        Revenues         Other        Total
                 ------     ------------  -------------        --------         -----        -----
Revenues -
<S>            <C>              <C>            <C>            <C>            <C>          <C>
   1999 ...... $223,521         $311,594       $ 25,847       $(44,082)      $     --     $516,880
   1998 ......  235,717          311,576         24,459        (53,590)            --      518,162
EBITDA -
   1999 ......   61,408           12,452          4,334           --         (16,504)       61,690
   1998 ......   52,337            8,061          3,899           --         (23,982)       40,315
</TABLE>

The following table reconciles total EBITDA above to consolidated income before
provision for income taxes:

<TABLE>
<CAPTION>
                                                Fiscal quarter ended     Two fiscal quarters ended
                                             June 20, 1999 June 14, 1998 June 20, 1999 June 14, 1998
                                             --------------------------- ---------------------------
<S>                                            <C>           <C>           <C>           <C>
Total EBITDA                                   $ 31,465      $ 21,458      $ 61,690      $ 40,315
Depreciation and amortization                   (11,882)       (4,950)      (24,692)       (9,580)
Interest expense                                (16,911)       (1,047)      (34,162)       (1,843)
Interest income                                     216           204           329           594
Gain (loss) on sale of plant and equipment          (31)         (148)           73          (168)
                                               --------      --------      --------      --------
Income before provision (benefit)
for income taxes                               $  2,857      $ 15,517      $  3,238      $ 29,318
                                               ========      ========      ========      ========
</TABLE>

No customer accounted for more than 10% of total consolidated revenues in the
fiscal quarter or two fiscal quarters ended June 20, 1999 and June 14, 1998.



                                       8
<PAGE>

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

The 1999 and 1998 second fiscal quarters referenced herein represent the
twelve-week periods ended June 20, 1999 and June 14, 1998, respectively. The
1999 and 1998 half years or two fiscal quarter periods referenced herein
represent the twenty four-week periods ended June 20, 1999 and June 14, 1998,
respectively.

Results of Operations

Revenues
General. Revenues include sales by corporate-owned stores, royalty fees from
domestic and international franchises and sales by our distribution commissaries
to domestic and international franchises. Total revenues decreased $6.2 million,
or 2.4%, to $256.1 million for the second quarter of 1999 from $262.3 million
for the second quarter of 1998. Total revenues decreased $1.3 million, or 0.2%,
to $516.9 million for the first half of 1999 from $518.2 million in the same
period in 1998. These decreases resulted primarily from reductions in corporate
stores revenues, partially offset by increased revenues from domestic
distribution and domestic franchise royalties.

Domestic Stores
Corporate Stores. Revenues from Corporate Stores decreased 11.3% to $83.8
million for the second quarter of 1999 from $94.5 million for the same period in
1998. Corporate Stores revenues decreased 8.8% to $170.4 million for the first
half of 1999 from $186.8 million for the same period in 1998. These decreases
were due primarily to a reduction in the number of corporate stores resulting
from our store rationalization program, under which we closed or sold to
franchisees 142 stores, primarily in the fourth quarter of 1998. These decreases
were partially offset by increases of 5.8% and 8.9% in average corporate store
sales for the second quarter and first half of 1999, respectively, over the same
periods in 1998. Same store sales for corporate stores decreased 1.6% for the
second quarter of 1999 and increased 2.2% for the first half of 1999 as compared
to the same periods in 1998. Same store sales during the second quarter of 1999
were negatively impacted by aggressive pricing promotions by competitors. Ending
corporate stores decreased by 123, to 645 as of June 20, 1999 from 768 as of
June 14, 1998, due mainly to the store rationalization program completed in
December 1998.

Domestic Franchise. Revenues from Domestic Franchise operations are derived
primarily from royalty income. Revenues from Domestic Franchise operations
increased 7.3% to $26.5 million for the second quarter of 1999 from $24.7
million for the same period in 1998. Domestic Franchise operations revenues
increased 8.8% to $53.2 million for the first half of 1999 from $48.9 million
for the same period in 1998. These increases are attributable primarily to 1.4%
and 2.9% increases in average store sales for the second quarter and first half
of 1999, respectively, as compared to the same periods in 1998, and an increase
in the average number of domestic franchise stores, due mainly to sales of
corporate stores to franchisees in the store rationalization program and
additional franchise store openings. Same store sales for domestic
franchises increased 1.8% and 4.1% for the second quarter and first half of
1999, respectively, as compared to the same periods in 1998. Similarly to
corporate stores, domestic franchise stores same store sales trends were
negatively impacted by aggressive price discounting by competitors during the
second fiscal quarter of 1999. Ending domestic franchise stores increased by 173
to 3,880 as of June 20, 1999 from 3,707 as of June 14, 1998.

Domestic Distribution. Revenues from Domestic Distribution operations are
derived primarily from the sale of food, equipment and supplies to domestic
franchise stores and, to a lesser extent, the sale of equipment to international
stores, and exclude sales to corporate-owned stores. Revenues from Distribution
operations increased 1.4% to $132.8 million for the second quarter of 1999 from
$130.9 million for the same period in 1998. Revenues from distribution increased
3.6% to $267.5 million for the first half of 1999 from $258 million for the same
period in 1998. The increase was mainly due to an increase in food sales to
franchisees, primarily relating to the increases in Domestic Franchise store
sales and number of stores discussed above, partially offset by decreased
equipment sales during the first half of 1999 and a shift in dough product mix
from par-baked deep dish and thin crust shells toward lower-priced fresh dough.
During the first half of 1998, equipment sales were at high levels resulting
from the roll-out of our HeatWave(R) hot bag systems.

International. International revenues, which are derived mainly from food sales
to international franchisees, master franchise agreement royalties and, to a
lesser extent, franchise and development fees and corporate owned international
stores, increased 5.6% to $13 million for the second quarter of 1999 from $12.3
million for the same period in 1998. International revenues for the first half
of 1999 increased 5.7% to $25.8 million from $24.5 million for the same period
in 1998. The increases in international revenues during 1999 were primarily due
to increases in royalty income, the addition of three international corporate
stores and international commissary product sales. International franchise
royalty revenues increased by 9.7% to $4.7 million and 10.5% to $9.4 million for
the second quarter and first half of 1999, respectively, due principally to an
increase in the number of international franchise stores. During the first half
of 1999, we acquired three stores in France. These stores, which had revenues of
$0.2 million in the second quarter of 1999, represent our only corporately owned
stores outside of the contiguous United States. International commissary product
sales to franchisees increased 2.2% to $7.6 million and 1.8% to $15.2 million
for the second quarter and first half of 1999, respectively, due to commencement
of commissary operations in France in early 1999 and increased sales in Canadian
commissary operations, significantly offset by the impact of the sale of Puerto
Rico commissary operations to the master franchisee in that market in late 1998.
On a constant dollar basis, same store sales increased by 3.1% and 4.1% for the
second quarter and first half of 1999, respectively, from the same periods of
1998. Ending international stores increased by 158 to 1,797 as of June 20, 1999
from 1,639 as of June 14, 1998.

Gross Profit. Gross profit increased 3.7% to $75.0 million for the second
quarter of 1999 from $72.3 million for the same period in 1998. Gross profit
increased 8.0% to $150.2 million for the first half of 1999 from $139 million
for the same period of 1998. As a percentage of revenues, gross profit increased
1.7% and 2.2%, to 29.3% and 29.1% for the second quarter and first half of 1999,
respectively, compared to the same periods in 1998. These increases were driven
primarily by reductions in corporate stores food, labor and insurance costs that
resulted mainly from elimination of underperforming stores through the store
rationalization program as well as improved shift scheduling, minimized
overtime, reduced insurance premiums and favorable product mix and pricing.
Also, Distribution food cost as a percentage of sales decreased slightly, due
mainly to a shift in product mix from par-baked deep dish and thin crust shells
to higher margin fresh dough. In addition, the cost of sales component of
depreciation and amortization expense decreased slightly due to the modification
of estimated useful lives for several fixed asset categories effective in the
first quarter of 1999.

General and Administrative. General and Administrative expenses consist
primarily of regional support offices, corporate administrative functions,
corporate store and distribution facility management costs and advertising and
promotional expenses. General and administrative expenses decreased 0.8% to
$55.5 million for the second quarter of 1999 from $55.9 million for the same
period of 1998. General and administrative expenses increased 4.3% to $113.1
million in the first half of 1999 from $108.4 million for the same period of
1998. As a percentage of revenues, general and administrative expenses increased
0.3% to 21.7% for the second quarter of 1999 and increased 1.0% to 21.9% in the
first half of 1999, compared to the same period in 1998. These increases are due
primarily to increased amortization expense of $7.7 million and $15.4 million
for the second quarter and first half of 1999, respectively, with respect to a
covenant not-to-compete we entered into with TISM's former principal stockholder

                                       9
<PAGE>

at the time of the recapitalization in December 1998, increased information
systems costs, primarily for amortization of our recently developed financial
and supply chain systems, and a $1.6 million employment severance charge
incurred in the second quarter of 1999. These increases in expenses were
partially offset by the impact of eliminating a corporate stores field office as
part of the store rationalization program and elimination of related party
transaction expenses of $5 million and $10.1 million for the second quarter and
first half of 1999, respectively, which were primarily comprised of lease
payments in excess of current levels to entities controlled by TISM's former
principal stockholder and charitable contributions to a foundation managed by
TISM's former principal stockholder.

Interest Expense. Interest expense increased $15.9 million to $16.9 million for
the second quarter of 1999 and increased $32.3 million to $34.2 million for the
first half of 1999 compared to the same periods from the prior year. The
increases in interest expense are due to the interest costs, including deferred
financing cost amortization, resulting from Domino's December 1998 borrowings of
$722.1 million, which were incurred to fund its recapitalization.

Provision (Benefit) for Income Taxes. The benefit for income taxes was $1.5
million and $1.3 million for the second fiscal quarter and first half of 1999,
respectively, compared to a provision for income taxes of $1.1 million and $2.3
million for the same periods in 1998. In May 1999, the State of Michigan Supreme
Court upheld a favorable lower court tax ruling with respect to an issue that,
if decided unfavorably, could have resulted in significant tax cost to the
Company. As a result, during the second fiscal quarter of 1999, the Company
reversed state tax reserves and related deferred federal tax benefits that were
associated with this issue. Additionally, as part of our recapitalization, we
converted from "S" Corporation status to "C" Corporation status for federal
income tax reporting purposes in December 1998. As a result, the provision for
income taxes for the second quarter and first half of 1999 includes U.S. federal
and state income taxes and foreign income taxes whereas the provision for income
taxes for the same period in 1998 included only foreign income taxes and income
taxes of a few states for which we had been taxed at the corporate level.


Liquidity and Capital Resources
We had negative working capital of $5.6 million and $18.2 million at June 20,
1999 and January 3, 1999, respectively. We have generally had negative working
capital because our receivable collection periods and inventory turn rates are
faster than the normal payment terms on our current liabilities. In addition,
our sales are not typically seasonal, which further limits our working capital
requirements. Our primary sources of liquidity are cash flow from operations and
borrowings under our new revolving credit facility.

Operating activities provided cash resources of $33.0 million and $33.6 million
in the first half of 1999 and 1998, respectively. The cash provided by operating
activities in the first half of 1999 consisted mainly of earnings before
interest, taxes, depreciation and amortization expenses ("EBITDA") of $61.7
million, offset by interest payments of $13.8 million, income tax payments of
$6.4 million and other changes in operating assets of $8.5 million. EBITDA
increased $21.4 million over the same period in 1998 primarily due to increases
in gross profit and decreases in administrative expenses, as discussed above.
However, this increase was offset primarily by an increase in interest payments
of $12 million for the first half of 1999 due to the December 1998 borrowings
and a higher use of cash from changes in operating assets due mainly to timing
differences, resulting in nearly equal operating cash flows in the first half of
1999 as compared to 1998.

Net cash used in investing activities consists primarily of capital expenditures
and investments in marketable securities, partially offset by proceeds from
asset sales and collections on notes receivable from franchisees. Net cash used
in investing activities was $11.5 million and $21.7 million for the first half
of 1999 and 1998, respectively. The decrease in cash used in investing
activities for the first half of 1999 resulted primarily from a $7.7 million
decrease in capital expenditures.

Capital expenditures were $12.2 million and $19.9 million for the first half of
1999 and 1998, respectively. The higher capital expenditures for the first half
of 1998 were primarily attributable to development costs associated with our
financial and supply chain computer systems, higher spending for corporate store
openings and relocations and the implementation of HeatWave(R) hot bag systems
in corporate-owned stores. Management anticipates capital spending will continue
below 1998 levels for the remainder of 1999.



                                       10
<PAGE>

We incurred substantial indebtedness in connection with the December 1998
recapitalization. As of June 20, 1999, we had $724.8 million of indebtedness
outstanding as compared to $46.3 million of indebtedness outstanding immediately
prior to the recapitalization. In addition, we have a stockholder's deficit of
$477.6 million as of June 20, 1999, as compared to stockholder's equity of $41.8
million immediately prior to the recapitalization.

Net cash used in financing activities was $2.2 million and $6.8 million for the
first half of 1999 and 1998, respectively. In connection with the
recapitalization, we borrowed $445 million under term loan facilities and
approximately $2.1 million under a revolving credit facility. Cash flows used in
financing activities for the first half of 1999 reflected $3.7 million in
repayments of long-term debt and $1.5 million received as additional capital
contributions from our parent. In 1998, the long-term debt borrowings and
distributions were incurred primarily to finance and fund the "S" Corporation
income taxes of our parent company's stockholders.

Effective February 1, 1999, we terminated the Distribution profit capitation
program. Under this program, our Distribution division had rebated to
participating franchisees all Distribution pre-tax profits in excess of 2% of
gross revenues from sales to corporate-owned and domestic franchise stores. In
addition, at the beginning of fiscal year 1999, corporate-owned stores began
participating in the profit sharing program of our Distribution division. This
profit sharing plan was amended in the first fiscal quarter of 1999 to increase
rebates to participating stores from approximately 45% to approximately 50% of
their regional distribution center's pre-tax profits. Although corporate-owned
stores had the right to participate in the program, historically only domestic
franchise stores participated. We agreed that the aggregate funds available for
rebate to participating franchisees in 1999 under the profit sharing plan would
be at least $1 million more than the aggregate payments made to franchisees
under the profit sharing and profit capitation programs in fiscal year 1998. We
agreed to pay any deficiency to participating franchisees on a pro rata basis.

Based upon the current level of operations and anticipated growth, we believe
that cash generated from operations and amounts available under the revolving
credit facility will be adequate to meet our anticipated debt services
requirements, capital expenditures and working capital needs for the next
several years. There can be no assurance, however, that our business will
generate sufficient cash flow from operations or that future borrowings will be
available under the senior credit facilities or otherwise to enable us to
service our indebtedness, including the senior credit facilities and the senior
subordinated notes, or to make anticipated capital expenditures. Our future
operating performance and our ability to service or refinance the senior
subordinated notes and to service, extend or refinance the senior credit
facilities will be subject to future economic conditions and to financial,
business and other factors, many of which are beyond our control.


Year 2000 Readiness Disclosure
We have recently either replaced or upgraded a majority of our core information
systems, including the franchise royalties system, franchise legal system,
information warehouse system and ULTRA store system, which is the point-of-sale
and operating system for corporate-owned stores. In addition, we are in the
process of implementing a full suite of financial and distribution supply chain
computer systems. We anticipate the financial systems implementation will be
complete no later than October 31, 1999. The implementation of our new
distribution supply chain systems is currently underway. We are also in the
process of a remediation effort on our legacy supply chain systems to render
them Year 2000 compliant. We anticipate the effort to bring legacy supply chain
systems into compliance with Year 2000 will be completed no later than October
31, 1999. We believe the completion of this remediation effort will mitigate the
risk associated with not completing the new distribution supply chain systems
implementation prior to December 31, 1999. Upon completion of this project
and/or relevant Year 2000 remediation efforts, we believe that all of our
critical internal information systems will operate correctly with regard to the
import, export, and processing of date information, including correct handling
of leap years, in connection with the change in the calendar year from 1999 to
2000. Each of these upgrades was part of our budgeted expenses for upgrading our
computer infrastructure and was not primarily undertaken or accelerated because
of the Year 2000 issue. We have, however, complemented our system upgrades with
an internal compliance team responsible for testing all of our information
systems for Year 2000 compliance.


                                       11
<PAGE>

We are also in the process of addressing other less critical equipment and
machinery, such as facility equipment, that may contain embedded technology with
Year 2000 compliance problems. We expect to complete this effort no later than
September 30, 1999. We also have material relationships with franchisees,
suppliers and vendors and other significant entities, such as public utilities,
that may not have adequately addressed the Year 2000 issue with respect to their
equipment or information systems. Although we are attempting to assess the
extent of their compliance efforts, we have received written assurances from
only a portion of this group and, accordingly, cannot determine the risk to our
business.

For the fiscal year ended January 3, 1999, we spent approximately $256,000
addressing the Year 2000 issue. For the year ended January 2, 2000, we estimate
we will spend approximately $700,000 addressing the Year 2000 issue, of which we
have incurred approximately $438,000 during the first half of 1999. These
amounts do not reflect the cost of our internal compliance team or the cost of
planned replacement systems, such as the financial and distribution supply chain
systems software, which may have a positive impact on resolving the Year 2000
issue. We do not expect that additional costs required to address the Year 2000
issue will have a significant impact on our business or operating results. In
the event, however, that we are unable to complete planned upgrades, implement
replacement systems or otherwise resolve Year 2000 compliance problems prior to
December 31, 1999, or in the event our franchisees or a significant number of
our suppliers and vendors do not adequately address the Year 2000 issue before
such date, we may experience significant disruption or delays in our operations,
which in turn could have a material adverse effect on our business.

At this time, we are still assessing the likely worst case scenario that may
result from any significant disruptions or delays in our operations due to Year
2000 compliance issues associated with (1) our critical information systems, (2)
other less critical facility equipment or machinery, or (3) a significant number
of our franchisees, suppliers and vendors. We expect to complete this analysis
within the next several months. Further, except as mentioned above, we have no
contingency plans in place to address Year 2000 problems. We plan to evaluate
the status of our Year 2000 compliance efforts at the end of September 1999 to
determine whether such contingency plans are necessary.

Forward-Looking Statements
Certain statements contained in this filing relating to capital spending levels,
the future adequacy of our capital resources and Year 2000 readiness 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, risks and uncertainties relating to the Year 2000 issue, adequacy of
insurance coverage and other factors, all of which are described in this 10-Q
for the quarter ended June 20, 1999 and our other filings with the Securities
and Exchange Commission. We do not undertake to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


                                       12
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

The Company's use of derivative instruments is primarily limited to interest
rate swaps and foreign currency forward contracts. The Company does not enter
into financial derivatives for trading purposes.

Interest Rate Swaps
We enter into interest rate swaps with the objective of reducing our volatility
in borrowing costs. In 1999, we entered into two interest rate swap agreements
to effectively convert the Eurodollar rate component of the interest on a
portion of our variable rate bank debt to a fixed rate of 5.12% through December
2001. At June 20, 1999, the notional amount of these swap agreements was $179
million.

Foreign Currency Forward Contracts
We use foreign currency forward contracts to minimize the effect of a
fluctuating Japanese yen on royalty revenues from franchised operations in
Japan. As currency rates change, the gains and losses with respect to these
contracts are recognized in income. For the fiscal quarter ended June 20, 1999,
no significant gains or losses were recognized under the foreign currency
forward contracts.

Interest Rate Risk
The Company's variable interest expense is sensitive to changes in the general
level of United States and European interest rates. A portion of the Company's
debt currently is borrowed at Eurodollar rates plus a blended rate of
approximately 3.4% and is sensitive to changes in interest rates. At June 20,
1999, the weighted average interest rate on our $443.5 million of variable
interest debt was approximately 8.4% and the fair value of the debt approximates
its carrying value.

The Company had interest expense of $34.2 million for the first half of 1999.
The potential increase in interest expense for the first half of 1999 from a
hypothetical 2% adverse change in the variable interest rates, would be
approximately $2.5 million.



PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use Of Proceeds

None.

Item 3. Defaults Under Senior Securities

None.

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

During the second quarter of the fiscal year covered by this report, the Company
submitted several matters to a vote of its sole stockholder. On March 31, 1999,
in an action by written consent, the sole stockholder of Domino's amended the
by-laws to provide for the Company to have six directors, elected Andrew Balson
and David A. Brandon as directors of the Company, approved the execution and
delivery by the Company of an employment agreement and related agreements with
David A. Brandon and approved payments to David A. Brandon pursuant to such
agreements. The term as director of each of Robert F. White, Mark E. Nunnelly,
Jonas L. Steinman and Thomas S. Monaghan continued after the written consent.

On April 30, 1999, in an action by written consent, the sole stockholder of
Domino's amended the by-laws to provide for the Company to have seven directors
and elected Robert M. Rosenberg as a director of the Company. The term as
director of each of Robert F. White, Mark E. Nunnelly, Jonas L. Steinman, Andrew
Balson, David A. Brandon and Thomas S. Monaghan continued after the written
consent.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

a.   Exhibits

     Exhibit
     Number           Description
     ------           -----------

     27               Financial Data Schedule which is submitted electronically
                      to the Securities and Exchange Commission for information
                      only and not deemed to be filed with the Commission.

     99.1             Risk Factors


                                       13
<PAGE>

b.   Current Reports on Form 8-K

     There were no reports filed on Form 8-K during the quarter ended June 20,
1999.



SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                DOMINO'S, INC.
                                (Registrant)


Date:  August 4, 1999              /s/ Harry J. Silverman
                                   -------------------------------------------
                                   Harry J. Silverman, Chief Financial Officer


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