Domino's Pizza (DPZ) 10-K risk factor changes: FY2022 vs FY2020

[removed: Business,] [added: Business,] Operational and Industry [removed: Risks][added: Risks]

[removed: The] [added: The] quick service restaurant [added: ("QSR")] pizza category and the food service and food delivery markets in general are highly competitive and such competition could adversely affect our operating [removed: results.][added: results.]

In the U.S., we compete primarily against regional and local companies as well as national chains Pizza [removed: Hut][added: Hut®, Papa John’s® and Little Caesars Pizza®.]

Internationally, we compete primarily with Pizza [removed: Hut][added: Hut®, Papa John’s® and country-specific national and local companies.]

We [removed: could] [added: may] experience increased competition from existing or new companies in the delivery and carryout pizza [added: categories, in addition to competition from order and delivery aggregators both in the pizza] category [added: and more broadly,] that [removed: could] [added: may] create increasing pressures to grow our business in order to maintain our market share.

Additionally, we face [removed: growing] competition from the supermarket industry and meal kit and food delivery providers, with the improvement of prepared food and meal kit offerings, expansion in meal delivery platforms and services and the trend towards convergence in grocery, deli, retail and restaurant services.

Competition [added: for both customers and drivers] from [added: these] order and delivery aggregators and other food delivery services has [removed: also] [added: substantially] increased [removed: in recent years and] [added: as] order and delivery aggregators have continued to grow in size and scale.

The overall food service market, food delivery market and the [removed: quick service restaurant] [added: QSR] market are intensely competitive with respect to food quality, price, service, image, convenience and concept, and are often affected by changes in:

[removed: | | • | |] consumer tastes; [removed: |]

[removed: | | • | |] international, national, regional or local economic conditions; [removed: |]

[removed: | | • | |] disposable purchasing [removed: power; |][added: power and demographic trends; and]

[removed: | | • | |] marketing, advertising and pricing, including [added: both price increases and] discounting; [removed: |]

[removed: | | • | |] currency fluctuations related to international operations. [removed: |]

We compete within the food service market and the [removed: quick service restaurant] [added: QSR] market not only for customers, but also for management and hourly employees, including store team members, drivers and qualified franchisees, as well as suitable real estate sites.

While substantially all U.S. franchisees purchased food, equipment and supplies from us in [removed: 2020,] [added: 2021,] U.S. franchisees are not required to purchase food, equipment or supplies from us and they may choose to purchase from outside suppliers.

If we are unable to maintain our competitive position, we could experience downward pressure on prices, lower demand for our products, reduced margins, loss of management or hourly employees, [added: reduced service levels,] disruption in our supply [removed: chain centers,] [added: chain,] the inability to take advantage of new business opportunities and the loss of market share, all of which would have an adverse effect on our operating results and could cause our stock price to decline.

[removed: Worldwide] [added: Worldwide] economic activity has been and is expected to continue to be adversely affected by the [added: ongoing COVID-19 pandemic, the scale and scope of which is ultimately unknown, which could adversely affect our business, financial condition and results of operations.]

[removed: pandemic, the scale and scope of which is ultimately unknown, which] [added: Downgrades in our credit ratings] could [added: impact our ability to access capital and materially and] adversely affect our business, financial condition and results of [removed: operations.][added: operations.]

[added: A public health pandemic such as COVID-19] poses the risk that we and/or our employees, franchisees, supply chain centers, suppliers, customers and other partners may be, or may continue to be, prevented from conducting business activities for an indefinite period of time, including due to shutdowns, travel restrictions, social distancing requirements, [removed: stay at home orders] and [removed: advisories and] other restrictions that have been or may be suggested or mandated by governmental authorities, or due to the impact of the disease itself on a business’ workforces.

[added: In addition, COVID-19] may impact the willingness of customers to purchase food prepared outside of the home.

[added: The COVID-19] pandemic may also have the effect of heightening many of the other risks described throughout this report, including but not limited to those relating to our growth strategy, our supply chain and increased food and labor costs, [added: availability of labor,] disruption in operations, loss of key employees, our indebtedness, general economic conditions and our international operations.

In response to governmental requirements, we and our franchisees have implemented a number of measures, including, among others, temporarily closing certain of our stores, modifying certain stores’ hours and closing locations to [added: in-store dining, though some of these measures have since been rolled back.]

[removed: dining, and we] [added: We] continue to monitor additional developments.

We have also made additional operating changes in response to changes in consumer behavior and preferences resulting from [added: COVID-19, including offering contactless delivery and carryout options to our customers.]

[added: While it is not possible at this time to estimate the full impact that COVID-19] could have on our business going forward, the continued spread of the virus and the measures taken in response have disrupted our operations and could disrupt our supply chain, [removed: including our access to face coverings for use in our operations,] which could adversely impact our business, financial condition and results of operations.

[added: The COVID-19] pandemic and mitigation measures have also [removed: had an adverse impact on] [added: impacted] global economic conditions, which could have an adverse effect on our business and financial condition.

The Company’s sales and operating results may be affected by uncertain or changing economic and market conditions arising in connection with and in response to the [added: COVID-19 pandemic, including inflation, changes to consumer demand, availability of labor, political instability or other changes.]

[added: While the Company has seen an increase in sales in certain markets, including within the U.S., during the COVID-19 pandemic, including increased sales related to heightened reliance on delivery and carry-out] businesses, future sales are not possible to estimate and it is unclear whether and to what extent sales will return to more normalized levels if and when consumer behavior and general economic and business activity return to [added: pre-pandemic levels.]

The significance of the operational and financial impact to the Company will depend on how long and widespread the disruptions caused by [added: COVID-19, and the corresponding response to contain the virus and treat those affected by it, prove to be.]

[removed: If] [added: If] we fail to successfully implement our growth strategy, which includes opening new U.S. and international stores, our ability to increase our revenues and operating profits could be adversely [removed: affected.][added: affected.]

[removed: | | • | |] construction, permitting or development delays relating to the [added: ongoing] COVID-19 pandemic; [removed: |]

[removed: | | • | |] availability [added: and negotiation] of [added: leases and] financing with acceptable terms; [removed: |]

[removed: | | • | |] selection and availability of suitable new store sites and the ability to renew leases in quality locations; [removed: |]

[removed: | | • | |] securing required U.S. or foreign governmental permits, licenses and approvals; [removed: |][added: and]

[removed: | | • | |] employment and training of qualified [removed: personnel; and |][added: personnel, including availability of store team members;]

The opening of additional franchise stores also depends, in part, upon the availability of prospective franchisees who meet our [removed: criteria.][added: criteria and the ability of these franchisees to attract and retain qualified personnel.]

[added: This may require considerable management time as well as start-up] expenses for market development before any significant revenues and earnings are generated.

Therefore, as we continue to expand, we or our franchisees may not experience the operating margins we expect, our results of operations may be negatively impacted, and our [removed: common] stock price may decline.

Additionally, we have an equity investment in [added: DPC] Dash [removed: Brands Ltd. (“Dash Brands”),] [added: Ltd (“DPC Dash”),] as further discussed elsewhere in this report.

Through its subsidiaries, [added: DPC] Dash [removed: Brands] serves as the Company’s master franchisee in China that owns and operates Domino’s Pizza stores in that market.

We and our franchisees have recently faced an increasingly competitive labor market due to sustained labor shortages and increased turnover resulting in part from the COVID-19 pandemic which has caused us and our franchisees to in certain cases reduce store hours and delay store openings, and has prevented us from running promotions, which has impacted our sales, service levels and customer experience and could ultimately impact our growth and competitive position.

Our success is also dependent in large part upon our ability to maintain and enhance the goodwill and reputation of our brand, our customers’ connection to our brand, and a positive relationship with our franchisees and the communities in which we and our franchisees operate.

The ongoing global COVID-19 pandemic continues to impact worldwide economic activity and create uncertainty.

Potential federal, state, or local COVID-19 vaccine and/or testing mandates could also materially impact our results if we or our franchised stores face a reduction in available labor and/or incur additional compliance costs as a result of any imposed mandate.

general economic and business conditions, including increases in food costs and labor costs which could impact profitability.

We have recently experienced increased labor shortages at many of our stores and supply chain centers and our franchisees have experienced similar labor shortages at their stores.

While there historically has been some level of ordinary course turnover of employees, the COVID-19 pandemic and resulting actions and impacts have exacerbated labor shortages and increased turnover.

Labor shortages and increased turnover rates within our team members and the employees of our franchisees have led to and could in the future lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain team members and could negatively affect our and our franchisees’ ability to efficiently operate our respective businesses and result in a negative impact on service and customer experience.

Given the inflation rates in fiscal 2021, there has been and may continue to be increases in food costs and labor costs which have and could further impact our profitability and that of our franchisees and which could impact the opening of new U.S. and international franchised stores and adversely affect our operating results.

Additionally, while we do not currently have any unionized employees, certain employees of other companies in our industry have recently become unionized.

Further, our responses to any union organizing efforts could negatively impact how our brand is perceived.

These events could occur both at the store and supply chain center levels.

If such an event was to occur, we may not be able to respond to it quickly and effectively.

Our international operations expose us to further risk as our master franchisees are responsible for obtaining their own supply of food and equipment, subject to their compliance with our quality standards.

We also operate five dough manufacturing and supply chain centers in Canada.

Changes we make to our current and future work environments may not meet the needs or expectations of our employees and may be perceived as less favorable compared to other companies' policies, which could negatively impact our ability to hire and retain qualified personnel.

ongoing and new relationships between our master franchisees and order and delivery aggregators our master franchisees may partner with internationally and the success of those aggregators and relationships;

Our success also depends in part on continuing positive relationships with our franchisees (and positive relationships between our international master franchisees and their corresponding sub-franchisees) and if those relationships were to deteriorate, our revenues and stock price could decline.

For example, the Court of Justice of the European Union invalidated the U.S. – E.U. Privacy Shield framework, which was a commonly relied upon mechanism for exchanging personal data from the European Union to the U.S., in the July 16, 2020 “Schrems II” decision (Case C-311/18 Data Protection Commissioner v.

Facebook Ireland and Maximillian Schrems) and the State of California has adopted the California Privacy Rights Act of 2020, an amendment to the California Consumer Privacy Act, both of which may require companies to change their handling of personal data.

In addition, the State of New York promulgated the New York SHIELD Act which imposed obligations on businesses to implement physical, administrative and technical security measures to protect personal data by the March 21, 2020 effective date.

Alternative methods of delivery may also impact the potential labor pool from which we recruit our delivery experts and could reduce the available supply of labor.

Environmental, social and governance matters may impact our business and reputation.

Increasingly, in addition to the importance of their financial performance, companies are being judged by their performance on a variety of environmental, social and governance (“ESG”) matters, which are considered to contribute to the long-term sustainability of companies’ performance.

A variety of organizations measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized.

In addition, major institutional investors have publicly emphasized the importance of such ESG matters to their investment decisions.

Further, in December 2021, we announced our goal to set and reach Science Based Targets by 2035 and achieve net zero carbon emissions by 2050.

Execution of these strategies and achievement of these goals are subject to risks and uncertainties, many of which are outside of our control and may prove to be more costly than we anticipate.

These risks and uncertainties include, but are not limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and the expected timeframes; unforeseen design, operational and technological difficulties; the outcome of research efforts and future technology developments; the success of our collaboration with franchisees and other third parties; and the actions of competitors and competitive pressures.

There is no assurance that we will be able to successfully execute our strategies and achieve our goals.

Failure to achieve our goals could damage our reputation and customer, investor and other stakeholder relationships.

Such conditions could have an adverse effect on our business, results of operations and financial condition, as well as on our stock price.

Legislative, regulatory or other efforts to combat climate change or other ESG concerns could also result in new or more stringent forms of oversight and expanding mandatory and voluntary reporting, diligence and disclosure, which could increase costs, bring additional focus and further impact our business, results of operations and financial condition.

Any failure or perceived failure by us to manage ESG issues successfully could have a material adverse effect on our reputation and on our business, results of operations, financial condition or stock price, including the sustainability of our business over time.

Following completion of a consultation regarding cessation of LIBOR settings in January 2021 and receipt, from a majority of the panel banks, of notices of future departure with respect to each LIBOR setting, ICE Benchmark Administration Limited, the administrator for LIBOR, confirmed its intention to cease the publication of the one-week and two-month U.S. dollar LIBOR settings immediately after December 31, 2021, and the remaining U.S. dollar LIBOR settings immediately following the LIBOR publication on June 30, 2023.

The Financial Conduct Authority (the “FCA”) also stated that, while most available tenors for U.S. dollar LIBOR will be available for legacy contracts after December 31, 2021, such tenors may not be used in new contracts.

The FCA will consult regarding the use of new powers to be granted by the EU and UK governments which would permit the FCA to require panel banks to continue to publish certain LIBOR settings on a “synthetic” basis until the end of 2022, including the use of such powers for one-month, three-month and six-month U.S. dollar LIBOR settings.

However, the FCA also stated that any continued publication of “synthetic” LIBOR would not be representative and would only be for use in legacy contracts.

In addition, the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation had previously released a statement that (i) encouraged banks to cease entering into new contracts that use U.S. dollar LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021, (ii) indicated that new contracts entered into before December 31, 2021 should either utilize a reference rate other than U.S. dollar LIBOR or have robust fallback language that includes a clearly defined alternative reference rate after the discontinuation of U.S. dollar LIBOR and (iii) explained that extending the publication of certain U.S. dollar LIBOR tenors until June 30, 2023 would allow most legacy U.S. dollar LIBOR contracts to mature before LIBOR begins experiencing disruptions.

Our 2021 Variable Funding Notes loan documents contemplate a transition from LIBOR to SOFR in the event that LIBOR ceases to exist.

| --- | --- |

, Papa John’s

and Little Caesars Pizza

and country-specific national and local companies.

| --- | --- | --- | --- |

| | • | | demographic trends; and |

COVID-19

The global

pandemic continues to impact worldwide economic activity.

A public health pandemic such as

In addition,

The

in-store

COVID-19,

including offering contactless delivery and carryout options to our customers.

While it is not possible at this time to estimate the full impact that

pandemic, including inflation, deflation, prolonged weak consumer demand, political instability or other changes.

While the Company has seen an increase in sales in certain markets, including within the U.S., during the

pandemic, including increased sales related to heightened reliance on delivery and

carry-out

pre-pandemic

levels.

and the corresponding response to contain the virus and treat those affected by it, prove to be.

| | • | | negotiation of acceptable lease or financing terms; |

| | • | | general economic and business conditions. |

This may require considerable management time as well as

start-up

Further, the occurrence of a widespread illness, health epidemic or pandemic, such as

or other general health concern could adversely affect us on a local, regional or international basis.

COVID-19-related

challenges and may experience such supply chain disruptions again in the future, which could adversely affect our business and operational results.

An increase in our operating costs could adversely affect our profitability and other operating results.

pandemic, which may continue even if the pandemic recedes.

Other risks associated with the use of social media include improper disclosure of proprietary information, exposure of personally identifiable information, fraud, hoaxes or malicious dissemination of false information.

Advertising Age

and our success depends in part on continued effective advertising.

non-compete

and

non-solicitation

agreements that extend for 24 months following the termination of such executive officer’s employment.

[removed: Overview][added: Overview]

[removed: Our] [added: *Our] fiscal year typically includes 52 weeks, comprised of three twelve-week quarters and one sixteen-week quarter.

Every five or six years our fiscal year includes an extra (or [removed: 53][added: 53rd) week in the fourth quarter.]

Fiscal [removed: 2020] [added: 2021 and 2019 each] consisted of [removed: 53] [added: 52] weeks and fiscal [removed: 2019 and 2018 each] [added: 2020] consisted of [removed: 52 weeks.][added: 53 weeks.*]

In this section, we discuss the results of our operations for the year ended January [removed: 3, 2021] [added: 2, 2022] compared to the year ended [removed: December 29, 2019.][added: January 3, 2021.]

For a discussion of the year ended [removed: December 29, 2019] [added: January 3, 2021] compared to the year ended December [removed: 30, 2018,] [added: 29, 2019,] please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form [added: 10-K for the year ended January 3, 2021.]

[removed: Description] [added: Description] of the [removed: Business][added: Business]

Although we are a highly-recognized global brand, we focus on [added: value while] serving neighborhoods locally through our large network of franchise owners and Company-owned stores.

We also generate revenues and earnings by selling food, equipment and supplies to [removed: franchisees] [added: franchisees,] primarily in the U.S. and Canada, and by operating a number of Company-owned stores in the U.S. Franchisees profit by selling pizza and other complementary items to their local customers.

These master franchisees are charged with developing their geographical area, and they can profit by [added: sub-franchising and selling food and equipment to those sub-franchisees, as well as by running pizza stores directly.]

[removed: Everyone] [added: We believe that everyone] in the system can benefit, including the end consumer, who can feed their family conveniently and economically.

[added: Retail sales are primarily impacted by the strength of the Domino’s Pizza] brand, the results of our extensive advertising through various media channels, the impact of technological innovation and digital ordering, our ability to execute our strong and proven business model and the overall global economic environment.

[removed: Critical] [added: Critical] accounting [removed: policies and estimates][added: estimates]

On an ongoing basis, our management evaluates its estimates, including those related to [removed: revenue recognition,] long-lived assets, [added: casualty] insurance [removed: and legal matters, share-based payments] [added: reserves] and income taxes.

[removed: Changes in our accounting policies] [added: Actual results may differ from those estimates,] and [added: changes in] estimates could materially [removed: impact] [added: affect] our results of operations and financial condition for any particular period.

We believe that our most critical accounting [removed: policies and] estimates are:

[removed: Long-lived assets.][added: *Long-lived assets*]

Our [added: periodic] evaluation is based on various analyses, [removed: including] [added: including, on an annual basis,] the projection of undiscounted cash flows.

Same store sales fluctuations and the rates at which operating costs will fluctuate in the future are key factors in [removed: evaluating] [added: determining projected cash flows used to evaluate] recoverability of the related assets.

For certain periods prior to December 1998 and for periods after December 2001, we maintain insurance coverage for workers’ compensation, general liability and owned and [added: non-owned auto liabilities.]

We are generally responsible for up to between $500,000 and $5.5 million per occurrence under these retention programs for owned and [added: non-owned automobile liabilities, depending on policy year and line of coverage.]

Management believes that the various assumptions developed, and actuarial methods used to determine our [added: casualty] insurance reserves are reasonable and provide meaningful data that management uses to make its best estimate of our exposure to these risks.

A 10% change in our [added: casualty] insurance liability at January [removed: 3, 2021] [added: 2, 2022] would have affected our income before provision for income taxes by approximately [removed: $6.4] [added: $5.6] million in [removed: 2020.][added: 2021.]

We had accruals for [added: casualty] insurance [removed: matters] [added: reserves] of [removed: approximately $63.5] [added: $56.5] million and [removed: $58.4] [added: $54.6] million at January [removed: 3, 2021] [added: 2, 2022] and [removed: December 29, 2019,] [added: January 3, 2021,] respectively.

We measure deferred [removed: tax assets and liabilities] [added: taxes] using current enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid.

Judgment is required in determining the provision for income taxes, related reserves and deferred [removed: tax assets and liabilities.][added: taxes.]

Our accounting for deferred [removed: tax assets and liabilities] [added: taxes] represents our best estimate of future events.

[removed: Our] [added: Except with respect to certain foreign tax credits and interest deductibility in separately filed states, our] deferred tax assets assume that we will generate sufficient taxable income in specific tax jurisdictions, based on our estimates and assumptions.

[removed: Fiscal 2020 Highlights][added: Fiscal 2021 Highlights]

[removed: | | • | |] Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores worldwide) increased [removed: 13.2% as compared to 2019. U.S. retail sales increased 17.6% and international retail sales, excluding foreign currency impact, increased 8.8%] [added: 8.9%] as compared to [removed: 2019. |][added: 2020.]

[removed: | | • | |] Same store sales increased [removed: 11.5%] [added: 3.5%] in our U.S. stores and increased [removed: 4.4%] [added: 8.0%] in our international stores. [removed: |]

[removed: | | • | |] Our revenues increased [removed: 13.8%. |][added: 5.8%.]

[removed: | | • | |] Our income from operations increased [removed: 15.3%. |][added: 7.5%.]

[removed: | | • | |] Our net income increased [removed: 22.6%. |][added: 3.9%.]

[removed: | | • | |] Our diluted earnings per share increased [removed: 29.6%. |][added: 9.3%.]

[removed: | | • | |] The inclusion of the [removed: 53 rd] [added: 53rd] week in 2020 [removed: positively] [added: negatively] impacted our [removed: results. |][added: results as compared to the prior year.]

During [removed: 2020,] [added: 2021,] we experienced global retail sales growth and U.S. and international same store sales growth.

[removed: We also continued our] [added: Our] strong [removed: U.S. and] international same store sales performance [added: continued] with [removed: 39 straight quarters of positive U.S. same store sales and 108] [added: 112] straight quarters of positive international same store sales.

[removed: COVID-19][added: COVID-19 Impact]

[removed: In the third and fourth quarters of 2020, these negative impacts lessened due to the] [added: The] reopening and resumption of normal store hours [added: and operating procedures] at [removed: the majority] [added: certain] of [removed: our] [added: the Company’s] international franchised stores that had been temporarily closed [added: or affected by changes in operating procedures and store hours] for portions of [added: 2020 as a result of] the [removed: second quarter.][added: COVID-19 pandemic also contributed to the increase in revenues.]

Domino’s is the largest pizza company in the world, with more than 18,800 locations in over 90 markets around the world as of January 2, 2022, and operates two distinct service models within its stores with a significant business in both delivery and carryout.

We believe we have a proven business model for success, which includes leading with technology, service and product innovation and leveraging our global scale, which has historically provided strong returns for our shareholders

Our estimates of the useful lives of our long-lived assets have not changed during the periods presented.

If we determine that the carrying amount of an asset (or asset group) may not be recoverable, we compare the net carrying value of the asset group to the undiscounted net cash flows to be generated from the use and eventual disposition of that asset group.

There were no triggering events in 2021, 2020 or 2019, and accordingly, we did not record any impairment losses on long-lived assets in 2021, 2020 and 2019.

*Casualty insurance reserves*

There is inherent uncertainty in the ultimate cost for known claims under our insurance coverages, and for incidents that have occurred that will be subject to a claim, but have yet to be reported to us.

*Income taxes*

The U.S. Federal statutory income tax rate was 21% in each of 2021, 2020 and 2019.

Our Federal income tax provision calculated based on the Federal statutory rate was $131.4 million, $116.6 million and $101.4 million in 2021, 2020 and 2019, respectively.

As of January 2, 2022 and January 3, 2021, we had total foreign tax credits of $10.2 million and $6.6 million, respectively, each of which were fully offset with a corresponding valuation allowance.

We also had valuation allowances related to interest deductibility in separately filed states of $1.2 million and $1.0 million as of January 2, 2022 and January 3, 2021, respectively.

We believe our remaining deferred tax assets will be realized.

U.S. retail sales increased 4.3% and international retail sales, excluding foreign currency impact, increased 13.9% as compared to 2020.

We launched our newest side item in the U.S., Domino’s Oven-Baked Dips in three unique flavors including Cheesy Marinara, Five Cheese and Baked Apple to pair with our Domino’s Bread Twists.

Same store sales in the U.S. continue to be positively affected by changes in consumer ordering behavior observed since the onset of the COVID-19 pandemic, but have been pressured in part in recent quarters due to labor shortages affecting store hours and staffing levels in many of our markets, as well as a waning in the level of economic stimulus activity in fiscal 2021 in the U.S. as compared to the prior year.

We also continued to experience sustained increases in retail sales during fiscal 2021 resulting from evolving consumer trends, as well as the reopening and resumption of normal store hours and operating procedures at certain of our international franchised stores that had been temporarily closed or affected by changes in operating procedures and store hours for portions of fiscal 2020 as a result of the COVID-19 pandemic.

We had 205 net stores open in the U.S. comprised of 214 store openings and 9 closures.

We had 999 net stores open internationally comprised of 1,094 store openings and 95 closures.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| U.S. franchise stores | | +3.9% | | +11.5% | | +3.2% |

| U.S. stores | | +3.5% | | +11.5% | | +3.2% |

| Openings | | | 13 | | | | 201 | | | | 214 | | | | 1,094 | | | | 1,308 | |

| Closings | | | (1 | ) | | | (8 | ) | | | (9 | ) | | | (95 | ) | | | (104 | ) |

| Store count at January 2, 2022 | | | 375 | | | | 6,185 | | | | 6,560 | | | | 12,288 | | | | 18,848 | |

| Other income | | | 36.8 | | | | 0.8 | % | | | — | | | | 0.0 | % | | | — | | | | 0.0 | % |

2021 compared to 2020

| | | 2021 | | | | | | | | 2020 | | | | | | |

| | | 2021 | | | | | | | | 2020 | | | | | | |

These decreases in 2021 were partially offset by an increase in the average number of U.S. Company-owned stores open during the period resulting from net store growth.

These increases were partially offset by an estimated $11.4 million impact of the 53rd week in fiscal 2020.

These increases were partially offset by an estimated $10.4 million impact of the 53rd week in fiscal 2020 as well as approximately $9.3 million in advertising incentives related to the Domino’s Surprise FreesTM promotion in 2021.

These increases were partially offset by an estimated $49.6 million impact of the 53rd week in fiscal 2020.

These increases were partially offset by an estimated $6.4 million impact of the 53rd week in fiscal 2020.

| | | 2021 | | | | | | | | 2020 | | | | | | |

These increases were partially offset by an estimated $37.8 million impact on consolidated operating margin related to the 53rd week in fiscal 2020.

As a percentage of revenues, the consolidated operating margin was flat at 38.7% in 2021 and 2020.

| | | 2021 | | | | | | | | 2020 | | | | | | |

These decreases were partially offset by lower labor costs.

| --- | --- |

rd

) week in the fourth quarter.

10-K

for the year ended December 29, 2019.

Domino’s is the largest pizza company in the world based on global retail sales, with more than 17,600 locations in over 90 markets around the world.

sub-franchising

and selling food and equipment to those

sub-franchisees,

as well as by running pizza stores directly.

Retail sales are primarily impacted by the strength of the Domino’s Pizza

These factors emphasize our focus on our stakeholders, including our customers, team members, franchisees, communities and shareholders.

Actual results may differ from those estimates.

Revenue recognition

We earn revenues through our network of U.S. Company-owned and franchised stores, dough manufacturing and supply chain centers and international operations.

Retail sales from franchised stores are reported to us by our franchisees and are not included in our revenues.

Retail sales from Company-owned stores and royalty revenues resulting from the retail sales from franchised stores are recognized as revenues when the items are delivered to or carried out by customers.

Retail sales are generally reported, and the related royalties paid to us based on a percentage of retail sales, as specified in the related standard franchise agreement (generally 5.5% of U.S. franchise retail sales and were on average, 2.9% of international franchise retail sales in 2020).

U.S. and international franchise fee revenue primarily relates to

per-transaction

technology fees that are recognized as the related sales occur.

We also generate revenues from U.S. franchise advertising contributions to DNAF, our consolidated

not-for-profit

advertising fund (generally 6.0% of U.S. franchise retail sales).

Although these revenues are restricted to be used only for advertising and promotional activities to benefit franchised stores, we have determined there are not performance obligations associated with the franchise advertising contributions received by DNAF that are separate from our U.S. royalty payment stream and as a result, these franchise contributions and the related expenses are presented gross in the consolidated statements of income.

Revenues from Company-owned stores and revenues from franchised stores (including U.S. franchise royalties and fees and U.S. franchise advertising revenues) can fluctuate from

time-to-time

as a result of store count and sales level changes.

Sales of food from our supply chain centers are recognized as revenues upon delivery of the food to franchisees, while sales of equipment and supplies are generally recognized as revenues upon shipment of the related products to franchisees.

Insurance and legal matters.

We are a party to lawsuits and legal proceedings arising in the ordinary course of business.

Management closely monitors these legal matters and estimates the probable costs for the resolution of such matters.

These estimates are primarily determined by consulting with both internal and external parties handling the matters and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies.

Legal judgments can be volatile and difficult to predict.

Accordingly, if our estimates relating to legal matters proved inaccurate for any reason, we may be required to increase or decrease the related expense in future periods.

We had accruals for legal matters of approximately $1.3 million and $1.8 million at January 3, 2021 December 29, 2019, respectively.

non-owned

auto liabilities.

automobile liabilities, depending on policy year and line of coverage.

Share-based payments.

[removed: Market risk][added: Market risk]

We do not engage in speculative transactions [removed: nor do we] [added: or] hold or issue financial instruments for trading purposes.

[removed: We] [added: In connection with the recapitalizations of our business, we have issued fixed rate notes and entered into variable funding notes and, at January 2, 2022, we] are exposed to interest rate risk on borrowings under our [removed: 2017 Five-Year Floating Rate Notes and our 2019 Variable Funding Notes.][added: variable funding notes.]

As of January [removed: 3, 2021,] [added: 2, 2022,] we did not have any outstanding borrowings under our [removed: 2019] [added: 2021] Variable Funding Notes.

Our [removed: 2017 Five-Year Floating Rate Notes and our 2019] [added: 2021] Variable Funding Notes bear interest at fluctuating interest rates based on LIBOR.

There is currently uncertainty around whether LIBOR will continue to exist after [removed: 2021.][added: 2023.]

We may periodically enter into financial instruments to manage this [removed: risk.][added: risk, although we have not done so historically.]

In instances when we use fixed pricing agreements with our suppliers, these agreements cover our physical commodity needs, are not [added: net-settled and are accounted for as normal purchases.]

[removed: Foreign] [added: Foreign] currency exchange rate [removed: risk][added: risk]

Approximately [removed: 6.1%] [added: 6.8%] of our total revenues in [removed: 2020, 6.7%] [added: 2021, 6.1%] of our total revenues in [removed: 2019] [added: 2020] and [removed: 6.5%] [added: 6.7%] of our total revenues in [removed: 2018] [added: 2019] were derived from our international franchise segment, a majority of which were denominated in foreign currencies.

A hypothetical 10% adverse change in the foreign currency rates for our international markets would have resulted in a negative impact on royalty revenues of approximately [removed: $22.2] [added: $26.5] million in [removed: 2020.][added: 2021.]

Our 2021 Variable Funding Notes loan documents contemplate a transition from LIBOR to secured overnight financing rate (“SOFR”) in the event that LIBOR ceases to exist.

Because the composition and characteristics of SOFR are not the same as those of LIBOR, in such event, there can be no assurance that SOFR will perform the same way LIBOR would have at any given time or for any applicable period.

| --- | --- |

A hypothetical 1.0% adverse change in the LIBOR rate would have resulted in higher interest expense of approximately $3.2 million in 2020.

If LIBOR ceases to exist, we may need to renegotiate our loan documents and we cannot predict what alternative index would be negotiated with our lenders.

net-settled

and are accounted for as normal purchases.

[removed: Overview][added: Overview]

Founded in 1960, our roots are in convenient pizza delivery, while a significant amount of our [added: retail] sales also come from carryout customers.

We are a [removed: highly-recognized] [added: highly recognized] global [removed: brand] [added: brand,] and we focus on [added: value while] serving neighborhoods locally through our large [removed: global] [added: worldwide] network of franchise owners and U.S. Company-owned stores.

[added: Royalties are ongoing percent-of-sales] fees for use of the [removed: Domino’s][added: Domino’s® brand marks.]

We also generate revenues and earnings by selling food, equipment and supplies to franchisees through our supply chain operations, primarily in the U.S. and Canada, and by operating a number of Company-owned stores in the [removed: U.S. Franchisees profit by selling pizza and other complementary items to their local customers.][added: United States.]

In our international markets, we generally grant geographical rights to the Domino’s [removed: Pizza][added: Pizza® brand to master franchisees.]

These master franchisees are charged with developing their geographical area, and they may profit by [added: sub-franchising and selling food and equipment to those sub-franchisees, as well as by running pizza stores.]

[removed: Our History][added: Our History]

During [removed: 2020, in the midst of] [added: 2021,] the uncertain environment created by the novel coronavirus [added: (“COVID-19”) pandemic persisted.]

[removed: pandemic,] [added: However,] we continued to increase global retail sales, [removed: and] [added: while] our supply chain operations experienced higher volumes as a result of the increase in [removed: U.S.] retail sales.

Additionally, emphasis on technological innovation helped us achieve more than half of all global retail sales in [removed: 2020] [added: 2021] from digital channels.

[removed: ,] [added: In 2020, we added GPS to our Domino’s Tracker,] which allows customers to monitor the progress of their food, from the preparation stages to the time it is in the [removed: oven,] [added: oven] to the time it arrives at their doors.

[removed: Most recently,] [added: In mid-2020,] we launched a new way to order contactless carryout nationwide – via Domino’s Carside [removed: Delivery][added: Delivery, which customers can choose when placing a prepaid online order.]

The Company’s most recent recapitalization transaction [added: completed] in [removed: 2019] [added: April 2021,] (the [removed: “2019 Recapitalization”)] [added: “2021 Recapitalization”),] primarily consisted of the issuance of [removed: $675.0 million] [added: $1.85 billion] of fixed rate [removed: notes.][added: notes and a new $200.0 million variable funding note facility.]

As of January [removed: 3, 2021,] [added: 2, 2022,] the Company had [removed: $4.12] [added: $5.07] billion in total debt, which included debt from its [removed: 2019] [added: 2021] Recapitalization and its previous recapitalization transactions in [added: 2019,] 2018, 2017 and 2015 (the [added: “2019 Recapitalization,”] “2018 Recapitalization,” “2017 Recapitalization” and the “2015 Recapitalization,” respectively, and together with the [removed: 2019] [added: 2021] Recapitalization, the [removed: “2019,] [added: “2021, 2019,] 2018, 2017 and 2015 Recapitalizations”).

[removed: Our Industry][added: Our Industry]

From [removed: 2015] [added: 2016] through [removed: 2020,] [added: 2021,] the U.S. QSR pizza category has grown from [removed: $36.0] [added: $35.9] billion to [removed: $38.2] [added: $40.6] billion.

It is the second-largest category within the [removed: $272.0] [added: $304.8] billion U.S. QSR sector.

The U.S. QSR pizza category is primarily comprised of delivery, [added: dine-in and carryout, with carryout and delivery comprising the two largest segments.]

In the U.S., we compete [removed: primarily] in the delivery and carryout segments of the pizza industry, and we are the dollar market share leader for delivery and a growing leader in carryout.

Delivery segment dollars of [removed: $14.0] [added: $19.8] billion in [removed: 2020] [added: 2021] (up from [removed: $10.4] [added: $13.1] billion in [removed: 2015)] [added: 2016)] account for approximately [removed: 37%] [added: 49%] of total U.S. QSR pizza.

The four industry leaders, including Domino’s, account for over [removed: 63%] [added: 59%] of U.S. pizza delivery, based on reported consumer spending, with the remaining dollars going to regional chains and independent establishments.

From [removed: 2015] [added: 2016] to [removed: 2020,] [added: 2021,] the carryout segment grew from [removed: $17.5] [added: $16.3] billion to [removed: $20.3] [added: $17.5] billion.

The four industry leaders, including Domino’s, account for approximately 48% of the [added: U.S.] carryout segment.

(Source: The NPD [removed: Group/CREST][added: Group/CREST®, year ending November 2021).]

[removed: Our Competition][added: Our Competition]

In the U.S., we compete against regional and local companies as well as national chains Pizza [removed: Hut][added: Hut®, Papa John’s® and Little Caesars Pizza®.]

Internationally, we compete primarily with Pizza [removed: Hut][added: Hut®, Papa John’s® and country-specific national and local pizzerias.]

Our business and those of our competitors can be affected by changes in consumer tastes, economic [added: and health] conditions, demographic trends, marketing, advertising, pricing and consumers’ disposable income.

[removed: Our Customers][added: Our Customers]

[removed: The Company’s] [added: Our] business is not dependent upon a single retail customer or small group of customers, including franchisees.

No customer accounted for more than 10% of total consolidated revenues in [removed: 2020, 2019] [added: 2021, 2020] or [removed: 2018.][added: 2019.]

As of January [removed: 3, 2021,] [added: 2, 2022,] our largest franchisee based on store count, Domino’s Pizza Enterprises (DMP: ASX), operated [removed: 2,797] [added: 3,229] stores in [removed: nine] [added: ten] international markets, and accounted for [removed: 16%] [added: 17%] of our total store count.

Revenues from this master franchisee accounted for [removed: 1.5%] [added: 1.7%] of our consolidated revenues in [removed: 2020.][added: 2021.]

[removed: Our Menu][added: Our Menu]

Our typical store also offers oven-baked sandwiches, pasta, boneless chicken and chicken wings, bread [added: and dips] side items, desserts and soft drink products.

International markets vary toppings by country and culture, such as the [removed: Indi Tandoori Paneer] [added: Cheese and Corn] pizza in India, [removed: featuring spicy paneer, peppers and mint mayo,] or the Octopus Bomb Shrimp in Korea, featuring shrimp, octopus, vegetables, feta cream and horseradish sauce.

[removed: Store] [added: Store] Image and [removed: Operations][added: Operations]

We have been focused on pizza delivery for [added: over] 60 years, and we also emphasize carryout as a significant component of our business.

Many of these stores offer casual seating and enable customers to watch the preparation of their orders, but do not offer a full-service [added: dine-in experience.]

Domino’s is the largest pizza company in the world with more than 18,800 locations in over 90 markets around the world as of January 2, 2022, and operates two distinct service models within its stores with a significant business in both delivery and carryout.

Franchisees profit by selling pizza and other complementary items to their local customers.

We believe we have a proven business model for success, which includes leading with technology, service and product innovation and leveraging our global scale, which has historically driven strong returns for our shareholders.

In the U.S. we launched our newest side item, Domino’s Oven-Baked Dips in three unique flavors including Cheesy Marinara, Five Cheese and Baked Apple to pair with our Domino’s Bread Twists.

In 2021 we began a test of pizza delivery with Nuro vehicles in Houston, Texas.

| Canada | | | 568 | |

| China | | | 472 | |

We also operate five dough manufacturing and supply chain centers in Canada.

We plan to continue investing in additional supply chain centers and capacity initiatives in the future, including one additional regional dough manufacturing and supply chain center that is expected to open in fiscal 2022.

During 2021, we launched our newest side item, Domino’s Oven-Baked Dips, in three unique flavors including Cheesy Marinara, Five Cheese and Baked Apple to pair with our Domino’s Bread Twists.

Our franchisees are independent business owners, so their employees are not our employees and therefore are not included in our employee count.

*Purpose and Values*

We are a purpose-inspired and performance-driven company with exceptional people committed to feeding the power of possible, one pizza at a time.

At the heart of our brand is a commitment to a set of values that define our core beliefs on how we run our business, treat our people, support our franchisees and serve our customers.

*Do the Right Thing:* We act with integrity and make disciplined decisions, even when it’s difficult or unpopular.

High ethical standards and uncommon honesty are at the heart of how we work together.

We are committed to safely and responsibly serving our customers, and to giving back to the communities where we live and work.

*Put People First:* We create an inclusive culture, knowing our people are core to our success.

We treat each other with dignity and respect, and we value the differences each team member brings.

We strive to be a company where all team members can bring their full selves to work and know that they can belong, contribute and reach their potential.

*Create Inspired Solutions:* We are a company built on entrepreneurship and innovation.

We get better every day by having the humility and the courage to embrace and lead change.

Together, we unlock our collective potential to be bold and think big.

We have a bias for action to solve customer needs in new and relevant ways.

*Champion our Customers:* We deliver on our promises, treating each order and interaction as an opportunity to deepen relationships by delivering great products, services and experiences.

We hold ourselves accountable, and if we don’t deliver on a promise, we are committed to making it right.

*Grow and Win Together:* We are not playing a finite game.

We are committed to building an enduring brand that outlives any of our individual contributions.

We will grow together, deliver exceptional results together, celebrate wins together, have fun together, and leave the Domino’s brand in a better place for those that come after.

*Compensation and Benefits*

Exceptional people are the core of our business.

We are committed to providing competitive pay and benefits to attract and retain great talent, whether in our U.S. Company-owned stores, in our supply chain centers or in our corporate offices.

We enable this by benchmarking and analyzing pay and benefits both externally and internally.

In recent years, we have made continued investments in frontline team member wage rates in our U.S. Company-owned stores and supply chain centers.

We are committed to providing pay equity for all employees.

Domino’s offers a comprehensive benefits package to eligible team members.

We also make available to our team members several benefits designed to promote an inclusive workplace like paid parental leaves, adoption support, discounted childcare tuition, and health plans that are available to dependents, spouses and domestic partners and include fertility and gender transition support.

We also offer eligible team members a 401(k) plan, education assistance, access to financial education, a back-up childcare network and access to legal assistance.

Beyond basic insurance programs, Domino’s offers other wellness services to help team members manage and optimize their health.

These no-cost programs include smoking cessation, diabetes and hypertension management, at-home physical therapy, and emotional support through Domino’s team member assistance program for all part-time and full-time team members and their dependents.

Domino’s is the largest pizza company in the world based on global retail sales, with more than 17,600 locations in over 90 markets around the world as of January 3, 2021.

Royalties are ongoing

percent-of-sales

brand marks.

brand to master franchisees.

sub-franchising

and selling food and equipment to those

sub-franchisees,

as well as by running pizza stores.

These factors emphasize our focus on our stakeholders, including our customers, team members, franchisees, communities and shareholders.

(“COVID-19”)

We also launched three new products in the U.S., including new and improved chicken wings and the new chicken taco and cheeseburger specialty pizzas, each of which has been positively received by consumers.

In 2020, we added GPS to our Domino’s Tracker

, which customers can choose when placing a prepaid online order.

dine-in

and carryout, with carryout and delivery comprising the two largest segments.

, year ending November 2020).

, Papa John’s

and Little Caesars Pizza

and country-specific national and local pizzerias.

experience.

in-store

positions, which we believe offers advantages in terms of familiarity with our business and store operations.

not-for-profit

advertising subsidiary.

| Canada | | | 541 | |

| China | | | 363 | |

sub-franchise

stores, and the right to operate supply chain centers in particular geographic areas.

The master franchisee is generally required to pay an initial,

one-time

We plan to continue investing in additional supply chain capacity in the future.

pre-tax

profit from our supply chain center operations.

on-site

visits, third-party audits and product evaluations designed to ensure compliance with our standards.

We have entered into a multi-year agreement with Coca-Cola

We are the largest pizza company in the world based on global retail sales.

co-operative

and local advertising.

Item 4.

Mine Safety Disclosures.

Not applicable.

| --- | --- |

[removed: ##### [Table of Contents](#toc)][added: TABLE OF CONTENTS]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM][added: FORM 10-K]

[removed: | ☒ | ANNUAL] [added: \[X\] ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

[removed: For] [added: For] the fiscal year [removed: ended January 3, 2021][added: ended January 2, 2022]

[removed: | ☐ | TRANSITION] [added: \[ \] TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 |][added: 1934]

[removed: Commission] [added: Commission] File [removed: Number][added: Number 001-32242]

[removed: Domino’s] [added: Domino’s] Pizza, [removed: Inc.][added: Inc.]

| [removed: (State] [added: DELAWARE(State] or other jurisdiction of [added: incorporation or organization)] | | [removed: (I.R.S.] [added: 38-2511577(I.R.S.] Employer [added: Identification No.)] |

| [removed: 30] [added: 30] Frank Lloyd Wright [removed: Drive Ann Arbor, Michigan] [added: DriveAnn Arbor, Michigan(Address of principal executive offices)] | | [removed: 48105] [added: 48105(Zip Code)] |

Registrant’s telephone number, including area code [removed: (734)][added: (734) 930-3030]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class | | Trading Symbol] [added: Class] | [added: Trading Symbol] | [removed: Name] [added: Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

| Domino’s Pizza, Inc. Common Stock, $0.01 par value | [removed: |] DPZ | [removed: |] New York Stock Exchange |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act: None]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes [removed: ☒] [added: \[X\]] No [removed: ☐][added: \[ \]]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes [removed: ☐] [added: \[ \]] No [removed: ☒][added: \[X\]]

Indicate by check mark whether the 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 [removed: ☒] [added: \[X\]] No [removed: ☐][added: \[ \]]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [added: S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes \[X\] No \[ \]]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [added: non-accelerated filer, a smaller reporting company, or an emerging growth company.]

[removed: filer, a smaller] [added: Non-accelerated filer \[ \] Smaller] reporting [removed: company, or an emerging growth company.][added: company \[ \]]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [added: 12b-2 of the Exchange Act.]

[removed: |] Large accelerated filer [removed: | | ☒ | |] [added: \[X\]] Accelerated filer [removed: | | ☐ |][added: \[ \]]

[removed: | | | | |] Emerging growth company [removed: | | ☐ |][added: \[ \]]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [added: 12b-2 of the Act): Yes \[ \] No \[X\]]

[added: The aggregate market value] of [added: the voting and non-voting common stock held by non-affiliates of] Domino’s Pizza, Inc. as of June [removed: 14, 2020] [added: 20, 2021] computed by reference to the closing price of Domino’s Pizza, Inc.’s common stock on the New York Stock Exchange on such date was [removed: $14,785,755,999.][added: $16,864,015,144.]

As of February [removed: 18, 2021,] [added: 22, 2022,] Domino’s Pizza, Inc. had [removed: 38,803,504] [added: 36,036,184] shares of common stock, par value $0.01 per share, outstanding.

[removed: Documents] [added: Documents] incorporated by [removed: reference:][added: reference:]

Portions of the definitive proxy statement to be furnished to shareholders of Domino’s Pizza, Inc. in connection with the annual meeting of shareholders to be held on April [removed: 27, 2021] [added: 26, 2022] are incorporated by reference into Part III.

| | [removed: | | | Page No. |] [added: Part I] | [added: Page No.] |

| | [removed: | Part I | | |] [added: Part II] | |

| Item 1. | [removed: | [Business](#tx326373_1) | | | 2] [added: [Business.](#item1_business)] | [added: 3] |

| Item 1B. | [removed: |] [Unresolved Staff [removed: Comments](#tx326373_3) | | | 24] [added: Comments.](#item1b_unresolved_staff_comments)] | [added: 29] |

| Item 2. | [removed: | [Properties](#tx326373_4) | | | 24] [added: [Properties.](#item2_properties)] | [added: 29] |

| Item 3. | [removed: |] [Legal [removed: Proceedings](#tx326373_5) | | | 24] [added: Proceedings.](#item3_legal_proceedings)] | [added: 29] |

| Item 4. | [removed: |] [Mine Safety [removed: Disclosures](#tx326373_6) | | | 24] [added: Disclosures.](#item4_mine_safety_disclosures)] | [added: 29] |

| Item 4A. | [removed: |] [Executive Officers of the [removed: Registrant](#tx326373_7) | | | 24] [added: Registrant](#item4a_executiveofficers_registrant).] | [added: 29] |

| | [removed: | Part II | | |] [added: Part IV] | |

or

| --- | --- | --- |

\[ \]

\[X\]

| --- | --- | --- |

| | | |

| Item 1A. | [Risk Factors.](#item1a_riskfactors) | 14 |

| | | |

| | | |

| Item 6. | [\[Reserved\].](#part_ii_item_6) | 31 |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#item9c_foreign_jurisdictions) | 81 |

| | | |

| | | |

| | | |

| | | |

| | | |

10-K

| --- | --- |

or

001-32242

| DELAWARE | | 38-2511577 |

| incorporation or organization) | | Identification No.) |

| (Address of principal executive offices) | | (Zip Code) |

930-3030

| | | | | |

| --- | --- | --- | --- | --- |

None

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files): Yes ☒ No ☐

non-accelerated

12b-2

of the Exchange Act.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |

of the Act): Yes ☐ No ☒

The aggregate market value of the voting and

non-voting

common stock held by

non-affiliates

TABLE OF CONTENTS

| Item 1A. | | [Risk Factors](#tx326373_2) | | | 11 | |

| Item 6. | | [Selected Financial Data](#tx326373_9) | | | 27 | |

ongoing foodservice market research (years ending November) prepared by The NPD Group, as well as market research reports, analyst reports and other publicly-available information.

ongoing foodservice market research from consumer surveys.

Part I

| --- | --- |

We lease approximately [removed: 250,000] [added: 285,000] square feet for our World Resource [removed: Center] [added: Center, including our Domino’s Innovation Garage,] located in Ann Arbor, Michigan under an operating lease with Domino’s Farms Office Park, L.L.C., an unrelated company.

All buildings for U.S. Company-owned stores are leased by us, typically under [added: ten-year leases with one or two five-year renewal options.]

We believe that our existing headquarters and other leased and owned facilities are adequate to meet our current [removed: requirements.][added: requirements, but we plan to continue investing in additional capacity initiatives in the future.]

| --- | --- |

Under an amendment to this lease, Domino’s Farms Office Park, L.L.C. constructed a new 33,000 square foot building that was leased to the Company upon completion in 2019.

ten-year

leases with one or two five-year renewal options.

Directors, Executive Officers and Corporate [removed: Governance on pages 76 through 79,] [added: Governance,] which is incorporated herein by reference.

[removed: Part II][added: Part II]

| --- | --- |

As of February [removed: 18, 2021,] [added: 22, 2022,] Domino’s Pizza, Inc. had 170,000,000 authorized shares of common stock, par value $0.01 per share, of which [removed: 38,803,504] [added: 36,036,184] were issued and outstanding.

Our Board of Directors declared a quarterly dividend of [removed: $0.94] [added: $1.10] per common share on February 24, [removed: 2021] [added: 2022] payable on March 30, [removed: 2021] [added: 2022] to shareholders of record at the close of business on March 15, [removed: 2021.][added: 2022.]

As of February [removed: 18, 2021,] [added: 22, 2022,] there were [removed: 1,578] [added: 1,563] registered holders of record of Domino’s Pizza, Inc.’s common stock.

As of January [removed: 3, 2021,] [added: 2, 2022,] we had a Board of Directors-approved share repurchase program for up to $1.0 billion of our common stock, of which [removed: $101.6] [added: $704.1] million remained available for future purchases of our common stock.

The following table summarizes our repurchase activity during the fourth quarter ended January [removed: 3, 2021:][added: 2, 2022:]

| [removed: Period] [added: Period] | | [removed: Total] [added: Total] Number of Shares Purchased [removed: (1)] [added: (1)] | | | | [removed: Average] [added: Average] Price Paid per [removed: Share] [added: Share] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Program [removed: (2)] [added: (2)] | | | | [removed: Maximum] [added: Maximum] Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in [removed: thousands)] [added: thousands)] | | |

[removed: | (1) | 3,014] [added: 2,728] shares were purchased as part of the Company’s employee stock purchase discount plan. [removed: During the fourth quarter, the shares were purchased at an average price of $398.48. |]

[removed: | (2) | From January 4, 2021 through February 18,] [added: Subsequent to the end of the fourth quarter of] 2021, the Company repurchased and retired an additional [removed: 65,870] [added: 100,810] shares of common stock for [removed: approximately $25.0] [added: $47.7] million, or an average price of [removed: $379.53] [added: $472.78] per share. [removed: |]

The following comparative stock performance line graph compares the cumulative shareholder return on the common stock of Domino’s Pizza, Inc. (NYSE: DPZ) for the five-year period between December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2020,] [added: 2021,] with cumulative total return on (i) the Standard & Poor’s 500 Index (the “S&P 500”) and (ii) the peer group, the Standard & Poor’s 400 Restaurant Index (the “S&P 400 Restaurant Index”).

The cumulative total return computations set forth in the performance graph assume the investment of $100 in the Company’s common stock, the S&P 500 Index and the S&P 400 Restaurant Index on December 31, [removed: 2015.][added: 2016.]

[removed: ][added: ]

| Period #10 (September 13, 2021 to October 10, 2021) | | | 195,777 | | | $ | 487.96 | | | | 194,860 | | | $ | 825,219 | |

| Period #11 (October 11, 2021 to November 7, 2021) | | | 162,877 | | | | 472.37 | | | | 161,770 | | | | 748,822 | |

| Period #12 (November 8, 2021 to December 5, 2021) | | | 53,711 | | | | 512.64 | | | | 53,007 | | | | 721,660 | |

| Period #13 (December 6, 2021 to January 2, 2022) | | | 33,448 | | | | 525.04 | | | | 33,448 | | | | 704,098 | |

| Total | | | 445,813 | | | $ | 488.02 | | | | 443,085 | | | $ | 704,098 | |

(1)

During the fourth quarter, the shares were purchased at an average price of $495.08.

(2)

| --- | --- |

| | | | | | | | | | | | | | | | | |

| Period #10 (September 7, 2020 to October 4, 2020) | | | 933 | | | $ | 430.25 | | | | — | | | $ | 326,552 | |

| Period #11 (October 5, 2020 to November 1, 2020) | | | 503,202 | | | | 398.39 | | | | 501,956 | | | | 126,552 | |

| Period #12 (November 2, 2020 to November 29, 2020) | | | 65,851 | | | | 379.64 | | | | 65,851 | | | | 101,552 | |

| Period #13 (November 30, 2020 to January 3, 2021) | | | 835 | | | | 391.53 | | | | — | | | | 101,552 | |

| Total | | | 570,821 | | | $ | 396.27 | | | | 567,807 | | | $ | 101,552 | |

On February 24, 2021, the Company’s Board of Directors authorized a new share repurchase program to repurchase up to $1.0 billion of the Company’s common stock.

This repurchase program replaces the remaining availability of approximately $76.6 million under the Company’s previously approved $1.0 billion share repurchase program.

| --- | --- |

The Company has applied the amendment to Regulation

S-K

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[added: To the] Stockholders and Board of Directors

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of Domino’s Pizza, Inc. and its subsidiaries (the “Company”) as of January [removed: 3, 2021] [added: 2, 2022] and [removed: December 29, 2019,] [added: January 3, 2021,] and the related consolidated statements of income, comprehensive income, stockholders’ deficit and cash flows for each of the three years in the period ended January [removed: 3, 2021,] [added: 2, 2022,] including the related notes and [removed: the] schedule of condensed financial information of the registrant as of January [added: 2, 2022 and January] 3, 2021 and [removed: December 29, 2019 and] for each of the three years in the period ended January [removed: 3, 2021] [added: 2, 2022] appearing under Item 15 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of January [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in [added: Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).]

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January [added: 2, 2022 and January] 3, [removed: 2021] [added: 2021,] and [removed: December 29, 2019,][added: the results of its operations and its cash flows for each of the three years in the period ended January 2, 2022 in conformity with accounting principles generally accepted in the United States of America.]

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 3, 2021,] [added: 2, 2022,] based on criteria established in [added: Internal Control - Integrated Framework (2013) issued by the COSO.]

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

[removed: Valuation] [added: *Valuation] of [added: Casualty] Insurance [removed: Reserves][added: Reserves*]

As described in Note 1 to the consolidated financial statements, the Company has retention programs for workers’ compensation, general liability, and owned and [added: non-owned automobile liabilities for certain periods prior to December 1998 and for periods after December 2001.]

[added: The Company has retention programs for workers’ compensation, general liability and owned and non-owned] automobile liabilities for certain periods prior to December 1998 and for periods after December 2001.

As of January [removed: 3, 2021,] [added: 2, 2022,] the Company had accruals for these [added: casualty] insurance matters of [removed: $54.6] [added: $56.5] million.

The [added: casualty] insurance reserves are based on undiscounted independent actuarial estimates, which are based on historical information along with assumptions about future events.

The principal considerations for our determination that performing procedures relating to the valuation of [added: casualty] insurance reserves is a critical audit matter are (i) the significant judgment by management when developing the estimated reserves; (ii) a high degree of auditor judgment and effort in performing procedures relating to the actuarial valuation methods used to develop future ultimate claim costs and actuarial assumptions related to the severity, duration and frequency of claims, legal cost associated with claims, healthcare trends and projected inflation; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the valuation of [added: casualty] insurance reserves.

These procedures also included, among others, obtaining and evaluating the Company’s [added: casualty] insurance program documents and testing the underlying historical claims data.

Professionals with specialized skill and knowledge were used to assist in testing management’s process for estimating the valuation of [added: casualty] insurance reserves, including evaluating the appropriateness of the actuarial valuation methods and the reasonableness of actuarial assumptions related to the severity, duration and frequency of claims, legal cost associated with claims, healthcare trends and projected inflation.

[removed: Domino’s] [added: Domino’s] Pizza, Inc. and [removed: Subsidiaries][added: Subsidiaries]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

[removed: (In] [added: (In] thousands, except share and per share [removed: amounts)][added: amounts)]

| | | [removed: January 3,] [added: January 2,] | | | | [removed: December 29,] [added: January 3,] | | | [added: | December 29, | | |]

| | | [removed: 2021] [added: 2022] | | | | [removed: 2019] [added: 2021] | | | [added: | 2019 | | |]

| [removed: Assets] [added: Assets] | | | | | | | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | [removed: $] | 168,821 | | | [removed: $] | 190,615 | | [added: | | 25,438 | |]

| Restricted cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | 217,453 | | | | 209,269 | | [added: | | 166,993 | |]

| Accounts receivable, net of reserves of [removed: $1,793] [added: $1,869] in [removed: 2020] [added: 2021] and [removed: $2,856] [added: $1,793] in [removed: 2019] [added: 2020] | | | [removed: 244,560] [added: 255,327] | | | | [removed: 210,260] [added: 244,560] | |

| Inventories | | | [removed: 66,683] [added: 68,328] | | | | [removed: 52,955] [added: 66,683] | |

| Prepaid expenses and other | | | [removed: 24,169] [added: 27,242] | | | | [removed: 19,129] [added: 24,169] | |

| Advertising fund assets, restricted | | | [removed: 147,698] [added: 180,904] | | | | [removed: 105,389] [added: 147,698] | |

| Total current assets | | | [removed: 869,384] [added: 860,540] | | | | [removed: 787,617] [added: 869,384] | |

| Land and buildings | | | [removed: 88,063] [added: 108,372] | | | | [removed: 44,845] [added: 88,063] | |

| Leasehold and other improvements | | | [removed: 186,456] [added: 193,572] | | | | [removed: 164,071] [added: 186,456] | |

| Equipment | | | [removed: 292,456] [added: 312,772] | | | | [removed: 243,708] [added: 292,456] | |

| Construction in progress | | | [removed: 13,014] [added: 27,815] | | | | [removed: 42,705] [added: 13,014] | |

| Accumulated depreciation and amortization | | | [removed: (282,625] [added: (318,466] | ) | | | [removed: (252,448] [added: (282,625] | ) |

| Property, plant and equipment, net | | | [removed: 297,364] [added: 324,065] | | | | [removed: 242,881] [added: 297,364] | |

| Operating lease right-of-use assets | | | [removed: 228,268] [added: 210,702] | | | | [removed: 228,785] [added: 228,268] | |

| Investments in marketable securities, restricted | | | [removed: 13,251] [added: 15,433] | | | | [removed: 11,982] [added: 13,251] | |

March 1, 2022

| | | January 2, | | | | January 3, | | |

| | | 2022 | | | | 2021 | | |

| | | | 642,531 | | | | 579,989 | |

| Investments | | | 125,840 | | | | 40,000 | |

Domino’s Pizza, Inc. and Subsidiaries

| U.S. franchise advertising | | | 479,501 | | | | 462,238 | | | | 390,799 | |

| Other income | | | 36,758 | | | | — | | | | — | |

Domino’s Pizza, Inc. and Subsidiaries

| | | For the Years Ended | | | | | | | | | | |

| Net income | | $ | 510,467 | | | $ | 491,296 | | | $ | 400,709 | |

Domino’s Pizza, Inc. and Subsidiaries

| | | | | | | | | | | | | | | | | | | Accumulated | | |

| Net income | | | — | | | | — | | | | — | | | | 510,467 | | | | — | |

| Purchases of common stock | | | (2,912,558 | ) | | | (30 | ) | | | (45,568 | ) | | | (1,275,304 | ) | | | — | |

| Exercises of stock options | | | 199,301 | | | | 2 | | | | 19,680 | | | | — | | | | — | |

| Other | | | — | | | | — | | | | (244 | ) | | | — | | | | — | |

| Balance at January 2, 2022 | | | 36,138,273 | | | $ | 361 | | | $ | 840 | | | $ | (4,207,917 | ) | | $ | (2,820 | ) |

Domino’s Pizza, Inc. and Subsidiaries

(In thousands)

| | | For the Years Ended | | | | | | | | | | |

| | | 2022 | | | | 2021 | | | | 2019 | | |

| Net income | | $ | 510,467 | | | $ | 491,296 | | | $ | 400,709 | |

| Unrealized gain on investments | | | (36,758 | ) | | | — | | | | — | |

| Other | | | (244 | ) | | | — | | | | — | |

Domino’s Pizza, Inc. and Subsidiaries

(Amounts in thousands, except percentages, share and per share amounts)

(1)

Inventories at January 2, 2022 and January 3, 2021 were comprised of the following:

Other long-term assets included implementation costs for cloud-based computing arrangements (primarily related to certain enterprise systems) of $10.6 million and $8.4 million, net of accumulated amortization of $1.7 million and $0.4 million as of January 2, 2022 and January 3, 2021, respectively.

Amortization expense for implementation costs for cloud-based computing arrangements was $1.3 million and $0.4 million in 2021 and 2020, respectively.

Amortization expense for implementation costs for cloud-based computing arrangements in 2019 was not material.

If the Company determines that the carrying amount of an asset (or asset group) may not be recoverable, the Company compares the net carrying value of the asset group to the undiscounted net cash flows to be generated from the use and eventual disposition of that asset group.

| 2022 | | $ | 19,059 | |

| 2023 | | | 10,075 | |

| 2024 | | | 3,522 | |

| 2025 | | | 1,158 | |

| 2026 | | | 768 | |

| Thereafter | | | — | |

| | | $ | 34,582 | |

| --- | --- |

To the

Internal Control—Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and the results of its operations and its cash flows for each of the three years in the period ended January 3, 2021

in conformity with accounting principles generally accepted in the United States of America.

(2013) issued by the COSO.

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the manner in which it accounts for revenue in 2018.

non-owned

February 25, 2021

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 579,989 | | | | 495,329 | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2017 | | | 42,898,329 | | | $ | 429 | | | $ | 5,654 | | | $ | (2,739,437 | ) | | $ | (2,030 | ) |

| Net income | | | — | | | | — | | | | — | | | | 361,972 | | | | — | |

| Purchases of common stock | | | (2,387,430 | ) | | | (24 | ) | | | (30,743 | ) | | | (560,445 | ) | | | — | |

| Exercises of stock options | | | 414,102 | | | | 4 | | | | 9,828 | | | | — | | | | — | |

| Adoption of ASC 606 (Note 1) | | | — | | | | — | | | | — | | | | (6,701 | ) | | | — | |

| Reclassification adjustment for stranded taxes (Note 1) | | | — | | | | — | | | | — | | | | 351 | | | | (351 | ) |

| Purchases of advertising fund investments, restricted | | | — | | | | — | | | | (70,152 | ) |

fifty-two

weeks.

As of

January 3, 2021, the Company also held

were $11.0 million as of January 3, 2021 and $7.6 million as of December 29, 2019.

(Continued)

first-in,

first-out

basis) or net realizable value.

were

comprised of the following (in thousands):

Current

Other long-term assets included an amortizable intangible asset associated with the acquisition of three U.S. franchise stores during 2019 (Note 13).

This intangible asset had a net carrying value, inclusive of accumulated amortization, of $0.9 million and

1.3

million as of January 3, 2021 and December 29, 2019, respectively.

| --- | --- |

[removed: (a)] Evaluation of Disclosure Controls and Procedures.

The Company carried out an evaluation as of the end of the period covered by this report, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer [removed: and Chief Financial Officer,] [added: (who is also serving as the Company’s principal financial officer),] of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to [added: Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).]

Based upon that evaluation, the Chief Executive Officer [removed: and Chief Financial Officer] concluded that the Company’s disclosure controls and procedures are effective in ensuring that all information required in the reports it files or submits under the Exchange Act was accumulated and communicated to the Company’s management, including its Chief Executive [removed: Officer and Chief Financial] Officer, as appropriate to allow timely decisions regarding required disclosure and was recorded, processed, summarized and reported within the time period required by the rules and regulations of the Securities and Exchange Commission.

[removed: (b)] Changes in Internal Control over Financial Reporting.

[removed: (c)] Management’s Annual Report on Internal Control over Financial Reporting.

[added: Internal control over financial reporting is defined in Rule 13a-15(f)] promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer [removed: and Chief Financial Officer,] [added: (who is also serving as] the [added: Company’s principal financial officer), the] Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of January [removed: 3, 2021] [added: 2, 2022] based on the framework in [added: *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.]

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of January [removed: 3, 2021.][added: 2, 2022.]

The effectiveness of the Company’s internal control over financial reporting as of January [removed: 3, 2021,] [added: 2, 2022,] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

(a)

(b)

(c)

| --- | --- |

Rules 13a-15

and

15d-15

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Internal control over financial reporting is defined in

Rule 13a-15(f)

Internal Control

— Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

| --- | --- |

Part III

Not applicable.

Part III

The following table sets forth information about our executive [removed: officers and directors.][added: officers.]

| [removed: Name | | Age] [added: Name] | [added: Age] | [removed: Position] [added: Position] |

| Richard E. Allison, Jr. | [removed: | 54 |] [added: 55] | Chief Executive Officer and Director |

| [removed: Stuart A. Levy | | 49] [added: Arthur P. D'Elia] | [added: 44] | Executive Vice President, Chief [removed: Financial] [added: Marketing] Officer |

| Russell J. Weiner | [removed: | 52 |] [added: 53] | Chief Operating Officer and [removed: President—Domino’s] [added: President - Domino's] U.S. |

| [removed: Thomas B. Curtis | | 57] [added: Frank R. Garrido] | [added: 51] | Executive Vice President, U.S. Operations and Support |

| [removed: Arthur P. D’Elia | | 43] [added: Kelly E. Garcia] | [added: 46] | Executive Vice President, Chief [removed: Marketing] [added: Technology] Officer |

[removed: | Kelly E. Garcia | | 45 | |] [added: Garcia has served as Domino’s] Executive Vice President, Chief Technology Officer [removed: |][added: since October 2020.]

| Cynthia A. Headen | [removed: | 52 |] [added: 53] | Executive Vice President, Supply Chain Services |

| Joseph H. Jordan | [removed: | 47 |] [added: 48] | Executive Vice President, International |

| Kevin S. Morris | [removed: | 60 |] [added: 61] | Executive Vice President, General Counsel and Corporate Secretary |

| Lisa V. Price | [removed: | 48 |] [added: 49] | Executive Vice President, Chief Human Resources Officer |

[removed: Richard] [added: Richard] E.

[added: Allison, Jr.] has served as Chief Executive Officer of Domino’s since July 2018.

Prior to joining Domino’s, Mr. Allison worked at Bain & Company, Inc. for more than 13 years, serving as a Partner from 2004 to December 2010, and as [added: co-leader of Bain’s restaurant practice, working with some of the world’s most well-known restaurant brands.]

[added: Price] has served as Domino’s Executive Vice [removed: President and] [added: President,] Chief [removed: Financial] [added: Human Resources] Officer since August [removed: 2020.][added: 2019.]

[removed: Russell] [added: Russell] J.

[added: Weiner] has served as Chief Operating Officer and President, Domino’s U.S. since July 2020 and as Chief Operating Officer and President of the Americas from July 2018 to July 2020.

Mr. Weiner served as Executive Vice President and Chief Marketing [removed: Officer,] [added: Officer] from September 2008 to October 2014.

[added: Garrido] has served as Domino’s Executive Vice President, U.S. Operations and Support since March [removed: 2020 and as Executive Vice President, Corporate Operations from July 2018 to March 2020.][added: 2021.]

[removed: Arthur] [added: Arthur] P.

[added: D’Elia] has served as Domino’s Executive Vice President, Chief Marketing Officer since July 2020 and as Senior Vice President, Chief Marketing Officer from February 2020 to July 2020.

[removed: Kelly] [added: Kelly] E.

[added: Headen] has served as Domino’s Executive Vice President, [removed: Chief Technology Officer] [added: Supply Chain Services] since [removed: October] [added: August] 2020.

Prior to his current role, Mr. Garcia served as Senior Vice President, Chief Technology Officer from April [removed: 2020] [added: 2019] to October 2020.

[removed: Cynthia] [added: Cynthia] A.

[added: Jordan] has served as Domino’s Executive Vice [removed: President, Supply Chain Services] [added: President of International] since [removed: August 2020.][added: April 2018.]

Ms. Headen previously served as Senior Vice President, Global Procurement and Supply Chain Operations from [removed: January 2019] [added: December 2018] to August 2020, after joining Domino’s as Vice President of Procurement and [removed: Product Management] [added: Replenishment] in November 2015.

Prior to Domino’s, Ms. Headen spent nearly [removed: 15] [added: 16] years with PepsiCo, where she was responsible for global procurement.

[removed: Joseph] [added: Joseph] H.

[added: Morris] has served as Domino’s Executive Vice [removed: President of International] [added: President, General Counsel] since [removed: April] [added: January 2017 and also as Corporate Secretary since October] 2018.

Prior to his current role, Mr. Jordan [removed: had] served as Senior Vice President and Chief Marketing Officer since May 2015, after joining Domino’s as Vice President of Innovation in September 2011.

Prior to joining Domino’s, Mr. Jordan served [added: most recently] as Senior Director of Marketing at Pepsi-Cola North America [added: where he worked] for six years, held marketing roles at Philips Electronics and Unilever and was a consultant for Accenture.

[removed: Kevin] [added: Kevin] S.

Prior to joining Domino’s, Mr. Morris served at [removed: New York-based] Equinox Holdings, Inc. and its various operating subsidiaries and affiliates from December 2012 to January 2017, most recently as Senior Vice President, General Counsel and Corporate Secretary.

[removed: Lisa] [added: Lisa] V.

The remaining information required by this item is incorporated by reference from Domino’s Pizza, [removed: Inc.’s] [added: Inc.'s] definitive proxy statement, which will be filed within 120 days of January [removed: 3, 2021.][added: 2, 2022.]

| | | |

| --- | --- | --- |

Frank R.

Prior to this role, Mr. Garrido served as Senior Vice President, Team USA from June 2020 to March 2021 after joining Domino’s in March 2017 as Vice President, Franchise Operations for the East region.

Prior to joining Domino’s, Mr. Garrido was Vice President of Operations of Focus Brands from March 2015 to March 2017.

From July 2013 to March 2015, he served as Executive Vice President of Operations, Training and Concept Development for Edible Arrangements International.

Mr. Jordan also serves on the Board of Directors of DPC Dash Ltd.

| --- | --- |

| | | | | |

| --- | --- | --- | --- | --- |

| David A. Brandon | | 68 | | Chairman of the Board of Directors |

| Timothy P. McIntyre | | 58 | | Executive Vice President, Communications and Legislative Affairs |

| C. Andrew Ballard | | 48 | | Director |

| Andrew B. Balson | | 54 | | Director |

| Corie S. Barry | | 45 | | Director |

| Diana F. Cantor | | 63 | | Director |

| Richard L. Federico | | 66 | | Director |

| James A. Goldman | | 62 | | Director |

| Patricia E. Lopez | | 59 | | Director |

David A.

Brandon

has served as the Chairman of the Domino’s Board of Directors since March 1999.

Mr. Brandon most recently served as Chairman and Chief Executive Officer of Toys “R” Us, Inc., formerly the world’s largest specialty retailer of toy and baby products, a position he held from July 2015 to December 2018.

Previously, Mr. Brandon was the Director of Athletics at the University of Michigan from March 2010 to October 2014.

Mr. Brandon served as Domino’s Chief Executive Officer from March 1999 to March 2010.

Mr. Brandon was retained by the Company as a Special Advisor from March 2010 to January 2011.

Prior to joining Domino’s, Mr. Brandon was President and Chief Executive Officer of Valassis, Inc., a company in the sales promotion and coupon industries, from 1989 to 1998 and Chairman of the Board of Directors of Valassis, Inc. from 1997 to 1998.

In addition to serving on the Board of Directors of Domino’s, Mr. Brandon also serves on the Boards of Directors of DTE Energy Co. and Herman Miller, Inc. He previously served on the Boards of Directors of Toys “R” Us, Inc., Burger King Corporation, Kaydon Corporation, Northwest Airlines and the TJX Companies, Inc.

Allison, Jr.

co-leader

of Bain’s restaurant practice, working with some of the world’s most well-known restaurant brands.

Stuart A.

Levy

Mr. Levy joined Domino’s as Executive Vice President, Supply Chain Services in January 2019.

Prior to joining Domino’s, Mr. Levy served as Executive Vice President, Chief Transformation Officer for Republic Services, Inc. from January 2015 to November 2017.

Prior to joining Republic Services, Mr. Levy was employed by Bain & Company from 2001 to 2014, serving most recently as a Partner from 2008 to 2014.

Weiner

Thomas B.

Curtis

Prior to this, Mr. Curtis served as Vice President of Franchise Relations and Operations Innovation from March 2017 to July 2018, after serving as Vice President of Operations Support from August 2016 to March 2017 and as West Region Vice President from November 2012 to August 2016.

Mr. Curtis joined Domino’s in 2006, after being a Domino’s franchisee since 1987.

D’Elia

Garcia

Headen

Jordan

Timothy P.

McIntyre

Information regarding executive compensation is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of January [removed: 3, 2021.][added: 2, 2022.]

However, no information set forth in the proxy statement regarding the Audit Committee Report shall be deemed incorporated by reference into this Form [added: 10-K.]

| --- | --- |

10-K.

Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of January [removed: 3, 2021.][added: 2, 2022.]

| --- | --- |

Information regarding certain relationships and related transactions is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of January [removed: 3, 2021.][added: 2, 2022.]

| --- | --- |

Information regarding principal accountant fees and services is incorporated by reference from Domino’s Pizza, Inc.’s definitive proxy statement, which will be filed within 120 days of January [removed: 3, 2021.][added: 2, 2022.]

[removed: Part IV][added: Part IV]

| --- | --- |

[removed: | | (a)1. |] Financial Statements: The following financial statements for Domino’s Pizza, Inc. and subsidiaries are included in Item 8, “Financial Statements and Supplementary Data”: [removed: |]

Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 238)]

Consolidated Balance Sheets as of January [added: 2, 2022 and January] 3, 2021 [removed: and December 29, 2019]

Consolidated Statements of Income for the Years Ended January [added: 2, 2022, January] 3, [removed: 2021,] [added: 2021 and] December 29, 2019 [removed: and December 30, 2018]

Consolidated Statements of Comprehensive Income for the Years Ended January [added: 2, 2022, January] 3, [removed: 2021,] [added: 2021 and] December 29, 2019 [removed: and December 30, 2018]

Consolidated Statements of Stockholders’ Deficit for the Years Ended January [added: 2, 2022, January] 3, [removed: 2021,] [added: 2021 and] December 29, 2019 [removed: and December 30, 2018]

Consolidated Statements of Cash Flows for the Years Ended January [added: 2, 2022, January] 3, [removed: 2021,] [added: 2021 and] December 29, 2019 [removed: and December 30, 2018]

[removed: | | 2. |] Financial Statement Schedules: The following financial statement schedule is attached to this report. [removed: |]

[removed: Schedule] [added: SCHEDULE] I – [removed: Condensed Financial Information of the Registrant][added: CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT]

[removed: | | 3. |] Exhibits: Certain of the following Exhibits have been previously filed with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. [removed: Such exhibits are identified by the parenthetical references following the listing of each such exhibit and are incorporated herein by reference. |]

| [removed: Exhibit] Number | | Description |

| 3.1 | | [Form of Second Restated Certificate of Incorporation of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.1 to the Domino’s Pizza, Inc. registration statement on Form S-1 filed on April 13, 2004 (Reg. No. 333-114442) (the [removed: “S-1”)).](http://www.sec.gov/Archives/edgar/data/1286681/000119312504091718/dex31.htm)] [added: “S-1”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312504091718/dex31.htm)] |

| 3.2 | | [Certificate of Amendment to the Second Restated Certificate of Incorporation of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.2 to the Form 10-Q for the quarter ended June 14, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1286681/000156459015005457/dpz-ex32_20150614137.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1286681/000156459015005457/dpz-ex32_20150614137.htm)] |

| 3.3 | | [Second Amended and Restated By-Laws of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.3 to the registrant’s annual report on Form 10-K for the year ended January 3, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1286681/000119312516476935/d128680dex33.htm)] [added: 2016).](https://www.sec.gov/Archives/edgar/data/1286681/000119312516476935/d128680dex33.htm)] |

| 4.1 | | [Description of Securities of the Registrant. (Incorporated by reference to Exhibit 4.1 to the registrant’s annual report on Form 10-K for the year ended December 29, 2019 (the “2019 [removed: 10-K”)).](http://www.sec.gov/Archives/edgar/data/1286681/000119312520042675/d796357dex41.htm)] [added: 10-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312520042675/d796357dex41.htm)] |

| 10.1 | | [Lease Agreement dated as of December 21, 1998 by and between Domino’s Farms Office Park Limited Partnership and Domino’s, Inc. (Incorporated by reference to Exhibit 10.3 to the Domino’s, Inc. registration statement on Form S-4 filed on March 22, 1999 (Reg. No. [removed: 333-74797)).](http://www.sec.gov/Archives/edgar/data/1079458/0000927016-99-001033.txt)] [added: 333-74797)).](https://www.sec.gov/Archives/edgar/data/1079458/0000927016-99-001033.txt)] |

| 10.2 | | [Fourth Amendment to the Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of August 28, 2012 (Incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K for the year ended December 30, 2012 (the “2012 [removed: 10-K”)).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex102.htm)] [added: 10-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex102.htm)] |

| 10.3 | | [Fifth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of February 1, 2015 (Incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K for the year ended January 1, 2017 (the “2016 [removed: 10-K”)).](http://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex103.htm)] [added: 10-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex103.htm)] |

| 10.4 | | [Sixth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of February 1, 2015 (Incorporated by reference to Exhibit 10.4 to the 2016 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex104.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex104.htm)] |

| 10.5 | | [Seventh Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of April 19, 2016 (Incorporated by reference to Exhibit 10.5 to the 2016 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex105.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex105.htm)] |

| 10.6 | | [Eighth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of November 4, 2016 (Incorporated by reference to Exhibit 10.6 to the 2016 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex106.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex106.htm)] |

| 10.7 | | [Ninth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of February 16, 2017 (Incorporated by reference to Exhibit 10.7 to the 2016 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex107.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312517060262/d350071dex107.htm)] |

| 10.8 | | [Tenth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of November 7, 2017 (Incorporated by reference to Exhibit 10.8 to the registrant’s annual report on Form 10-K for the year ended December 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1286681/000119312518049576/d531906dex108.htm)] [added: 2017 (the "2017 10-K")).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518049576/d531906dex108.htm)] |

| 10.9 | | [Eleventh Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of July 13, 2018 (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended September 9, 2018 (the “September 2018 [removed: 10-Q”)).](http://www.sec.gov/Archives/edgar/data/1286681/000119312518299738/d632190dex101.htm)] [added: 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518299738/d632190dex101.htm)] |

| 10.10 | | [Twelfth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of July 13, 2018 (Incorporated by reference to Exhibit 10.2 to the September 2018 [removed: 10-Q).](http://www.sec.gov/Archives/edgar/data/1286681/000119312518299738/d632190dex102.htm)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518299738/d632190dex102.htm)] |

| 10.11 | | [Thirteenth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of May 14, 2019 (Incorporated by reference to Exhibit 10.1 to the [removed: registrant’s] [added: registrant's] quarterly report on Form 10-Q for the quarter ended June 16, 2019 (the [removed: “June] [added: "June] 2019 [removed: 10-Q”)).](http://www.sec.gov/Archives/edgar/data/1286681/000119312519194379/d774471dex101.htm)] [added: 10-Q")).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519194379/d774471dex101.htm)] |

| 10.12 | | [Fourteenth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of May 31, 2019 (Incorporated by reference to Exhibit 10.1 to the June 2019 [removed: 10-Q).](http://www.sec.gov/Archives/edgar/data/1286681/000119312519194379/d774471dex102.htm)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519194379/d774471dex102.htm)] |

| [removed: 10.13*] [added: 10.15*] | | [Domino’s Pizza, Inc. Deferred Compensation Plan adopted effective January 1, 2005 (Incorporated by reference to Exhibit 10.9 to the registrant’s annual report on Form 10-K for the year ended January 1, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/1079458/000119312506045179/dex109.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/1079458/000119312506045179/dex109.htm)] |

| [removed: 10.14*] [added: 10.16*] | | [First Amendment to the Domino’s Pizza Deferred Compensation Plan effective January 1, 2007 (Incorporated by reference to Exhibit 10.9 to the registrant’s annual report on Form 10-K for the year ended December 31, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/1079458/000119312507037666/dex109.htm)] [added: 2006).](https://www.sec.gov/Archives/edgar/data/1079458/000119312507037666/dex109.htm)] |

| [removed: 10.15*] [added: 10.17*] | | [Second Amendment to the Domino’s Pizza Deferred Compensation Plan effective February 8, 2013 (Incorporated by reference to Exhibit 10.5 to the 2012 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex105.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex105.htm)] |

| [removed: 10.16*] [added: 10.18*] | | [Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended March 22, 2009 (the “March 2009 [removed: 10-Q”)).](http://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex101.htm)] [added: 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex101.htm)] |

| [removed: 10.17*] [added: 10.19*] | | [Form of Employee Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.8 to the 2012 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex108.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex108.htm)] |

| [removed: 10.18*] [added: 10.20*] | | [Form of 2013 Special Employee Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.9 to the 2012 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex109.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex109.htm)] |

| [removed: 10.19*] [added: 10.21*] | | [Form of Director Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the March 2009 [removed: 10-Q).](http://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex103.htm)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex103.htm)] |

| [removed: 10.20*] [added: 10.22*] | | [Form of Amendment to Existing Director Stock Option Grants (Incorporated by reference to Exhibit 10.5 to the March 2009 [removed: 10-Q).](http://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex105.htm)] [added: 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex105.htm)] |

| [removed: 10.21*] [added: 10.23*] | | [Form of Performance-Based Restricted Stock Agreement (Incorporated by reference to Exhibit 10.12 to the 2012 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1012.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1012.htm)] |

| [removed: 10.22*] [added: 10.24*] | | [Form of 2013 Special Performance-Based Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to the 2012 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1013.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1013.htm)] |

| [removed: 10.23*] [added: 10.25*] | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.14 to the 2012 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1014.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1014.htm)] |

| [removed: 10.24*] [added: 10.26*] | | [Form of 2013 Special Performance-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.15 to the 2012 [removed: 10-K).](http://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1015.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1015.htm)] |

| [removed: 10.25*] [added: 10.27*] | | [Form of Domino’s Pizza, Inc. 2004 Equity Incentive Plan Restricted Stock Agreement for Directors (Incorporated by reference to Exhibit 10.19 to the registrant’s annual report on Form 10-K for the year ended January 3, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/1286681/000119312510045334/dex1019.htm)] [added: 2010).](https://www.sec.gov/Archives/edgar/data/1286681/000119312510045334/dex1019.htm)] |

(a)1.

2.

3.

Such exhibits are identified by the parenthetical references following the listing of each such exhibit and are incorporated herein by reference.

| Exhibit | | |

| 10.13 | | [Fifteenth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of July 21, 2021.](https://www.sec.gov/Archives/edgar/data/1286681/000095017022002426/dpz-ex10_13.htm) |

| 10.14 | | [Sixteenth Amendment to a Lease Agreement between Domino’s Farms Office Park, L.L.C. and Domino’s Pizza LLC, dated as of July 21, 2021.](https://www.sec.gov/Archives/edgar/data/1286681/000095017022002426/dpz-ex10_14.htm) |

| 10.33* | | [Form of 2021 Employee Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the registrant's quarterly report on Form 10-Q for the quarter ended June 20, 2021 (the ""June 2021 10-Q"")).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex101.htm) |

| 10.34* | | [Form of Performance-Based Restricted Stock Unit Award Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the June 2021 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex102.htm) |

| 10.35* | | [Form of Restricted Stock Unit Award Agreement (three-year vesting) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the June 2021 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex103.htm) |

| 10.36* | | [Form of Restricted Stock Unit Award Agreement (two vesting dates) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the registrant's quarterly report on Form 10-Q for the quarter ended September 12, 2021).](https://www.sec.gov/Archives/edgar/data/1286681/000095017021002121/dpz-ex10_1.htm) |

| 10.52* | | [Separation Agreement dated as of May 19, 2021 between Domino’s Pizza LLC and Stuart A. Levy (Incorporated by reference to Exhibit 10.9 to the June 2021 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521221398/d164949dex109.htm) |

| 10.53* | | [Employment Agreement dated as of December 7, 2016 between Domino’s Pizza LLC and Kevin S. Morris (Incorporated by reference to Exhibit 10.36 to the 2017 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518049576/d531906dex1036.htm) |

| 10.61 | | [Sixth Supplement dated as of April 16, 2021 to the Amended and Restated Base Indenture dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on April 20, 2021 (the “April 2021 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex41.htm) |

| 10.62 | | [Seventh Supplement dated as of December 30, 2021 to the Amended and Restated Base Indenture dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, and Citibank, N.A., as Trustee and Securities Intermediary.](https://www.sec.gov/Archives/edgar/data/1286681/000095017022002426/dpz-ex10_62.htm) |

| 10.67 | | [Supplemental Indenture, dated April 16, 2021, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer of Series 2021-1 2.662% Fixed Rate Senior Secured Notes, Class A-2-I and Series 2021-1 3.151% Fixed Rate Senior Secured Notes, Class A-2-II, and Citibank, N.A., as Trustee and Securities Intermediary (Incorporated by reference to Exhibit 4.2 to the April 2021 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex42.htm) |

| 10.72 | | [Purchase Agreement, dated April 8, 2021, among Domino’s Pizza Master Issuer LLC, Domino’s SPV Canadian Holding Company Inc., Domino’s Pizza Distribution LLC and Domino’s IP Holder LLC, each as Co-Issuer, Domino’s SPV Guarantor LLC, Domino’s Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC and Domino’s EQ LLC, each as Guarantor, Domino’s Pizza LLC, as manager, the Company and Domino’s Inc., as parent companies, and Guggenheim Securities, LLC and Barclays Capital Inc., as initial purchasers (Incorporated by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on April 9, 2021).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521110986/d148163dex991.htm) |

| 10.78 | | [Amendment No. 3 dated as of April 16, 2021 to the Amended and Restated Management Agreement by and among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.2 to the April 2021 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex102.htm) |

| 10.79 | | [Amendment No. 4 dated as of December 30, 2021 to the Amended and Restated Management Agreement dated as of March 15, 2012 by and among Domino’s Pizza Master Issuer LLC, certain subsidiaries of Domino’s Pizza Master Issuer LLC party thereto, Domino’s SPV Guarantor LLC, Domino’s Pizza LLC, as manager and in its individual capacity, Domino’s Pizza NS Co., and Citibank, N.A., as Trustee.](https://www.sec.gov/Archives/edgar/data/1286681/000095017022002426/dpz-ex10_79.htm) |

| 10.82 | | [Amendment No. 2 dated April 16, 2021 to the Parent Company Support Agreement dated as of March 15, 2012 made by Domino’s Pizza, Inc. in favor of Citibank, N.A., as Trustee (Incorporated by reference to Exhibit 10.3 to the April 2021 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521121940/d174181dex103.htm) |

| 10.83 | | [Fixed Dollar Accelerated Share Repurchase Transaction Confirmation, dated April 30, 2021 (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 3, 2021).](https://www.sec.gov/Archives/edgar/data/1286681/000119312521146642/d166747dex101.htm) |

| | | January 2, | | | | January 3, | | |

| | | 2022 | | | | 2021 | | |

Domino’s Pizza, Inc.

(In thousands, except share and per share amounts)

Domino’s Pizza, Inc.

| | | For the Years Ended | | | | | | | | | | |

Domino’s Pizza, Inc.

(1)

(2)

| --- | --- |

| --- | --- | --- |

| | | |

[](#toc)

| 32.1 | | [Certification of Chief Executive Officer 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.](https://www.sec.gov/Archives/edgar/data/1286681/000119312521055734/d326373dex321.htm) |

| 32.2 | | [Certification of Chief Financial Officer 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.](https://www.sec.gov/Archives/edgar/data/1286681/000119312521055734/d326373dex322.htm) |

| | | | | | | | | |

| | | | | | | | | | | | | |

10-K.

4-08(e)

of Regulation

S-X.

Accounting Standards Update (“ASU”)

2016-13,

ASU

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASC 326”).

10-K

2014-09, Revenue from

Contracts with Customers (Topic 606)

In May 2014, the Financial Accounting Standards Board (“FASB”) issued

ASU 2014-09,

Revenue from Contracts with Customers (Topic 606)

and has since issued various amendments which provide additional clarification and implementation guidance.

This standard has been codified as ASC 606.

This guidance outlines a single, comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most revenue recognition guidance issued by the FASB, including industry specific guidance.

On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method.

The Parent Company recorded a $6.7 million adjustment to equity in net deficit of subsidiaries and recorded a $6.7 million adjustment to retained deficit related to this new accounting standard in 2018.

ASU 2018-02, Income

Statement – Reporting Comprehensive Income (Topic 220)

In February 2018, the FASB

issued ASU 2018-02,

Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

The amendments in this updated standard allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017.

The Parent Company adopted this standard in 2018 and, as a result, recorded a $0.4 million reclassification from accumulated other comprehensive loss to the beginning balance of retained deficit in 2018.

See Note 4 to the Company’s consolidated financial statements as filed in this Form

for a description of these recapitalization transactions.

activities.

Not [removed: applicable][added: applicable.]

| [removed: Executive Vice President,] Chief [removed: Financial] [added: Executive] Officer |

| (Principal [added: Executive Officer and Principal] Financial Officer) |

| /s/ Richard E. Allison, Jr. | [removed: | | | |]

| Richard E. Allison, Jr. | | [removed: | |] Chief Executive Officer and Director |

| /s/ Jessica L. Parrish | | | [removed: | |]

| Jessica L. Parrish | | [removed: | |] Vice President, Corporate Controller [added: and Treasurer] |

| /s/ David A. Brandon | | | [removed: | |]

| David A. Brandon | | [removed: | |] Chairman of the Board of Directors |

| /s/ C. Andrew Ballard | | | [removed: | |]

| C. Andrew Ballard | | [removed: | |] Director |

| /s/ Andrew B. Balson | | | [removed: | |]

| Andrew B. Balson | | [removed: | |] Director |

| /s/ Corie S. Barry | | | [removed: | |]

| Corie S. Barry | | [removed: | |] Director |

| /s/ Diana F. Cantor | | | [removed: | |]

| Diana F. Cantor | | [removed: | |] Director |

| /s/ Richard L. Federico | | | [removed: | |]

| Richard L. Federico | | [removed: | |] Director |

| /s/ James A. Goldman | | | [removed: | |]

| James A. Goldman | | [removed: | |] Director |

| /s/ Patricia E. Lopez | | | [removed: | |]

| Patricia E. Lopez | | [removed: | |] Director |

SIGNATURES

| Richard E. Allison, Jr. |

| March 1, 2022 |

| | | |

| --- | --- | --- |

| /s/ Richard E. Allison, Jr. | | |

| March 1, 2022 | | (Principal Executive Officer and Principal Financial Officer) |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| | | |

| March 1, 2022 | | |

| --- | --- |

SIGNATURES

| /s/ Stuart A. Levy |

| Stuart A. Levy |

| February 25, 2021 |