Domino's Pizza (DPZ) 10-K risk factor changes: FY2023 vs FY2023

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

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

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

Additionally, we face competition from [removed: the supermarket industry] [added: supermarkets] 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.

We also compete [removed: on a broader scale] [added: more broadly] with [removed: quick service] [added: QSRs] and other international, national, regional and [added: independent or] local restaurants.

currency fluctuations [added: and geopolitical considerations] related to international operations.

We and our franchisees have faced an increasingly competitive labor market [added: in recent years] due to [removed: sustained] labor shortages and increased turnover [added: at times] resulting in part from the [removed: ongoing] COVID-19 pandemic which [removed: has] caused us and our franchisees to in certain cases [removed: reduce store hours] [added: make operational changes] and delay store [removed: openings, and has in the past prevented us from running promotions,] [added: openings] which [removed: has impacted our sales, service levels and customer acquisition and experience and] could ultimately impact our growth and competitive position.

While substantially all U.S. franchisees purchased food, equipment and supplies from us in [removed: 2022,] [added: 2023,] 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 fail to successfully implement our growth strategy, which includes opening new [removed: U.S.] [added: stores] and [removed: international stores,] [added: generating more sales,] our ability to increase our revenues and operating profits could be adversely affected.

general economic and business conditions, including increases in food [added: costs, build] costs and labor costs which could impact profitability and demand for new stores.

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

Our failure to add [removed: a significant number of] new stores would adversely affect our ability to increase revenues and operating income.

If DPC Dash does not succeed or is unable to successfully execute its growth strategy, we [removed: may be forced to record impairment charges and] could lose some or all of our [removed: investment.][added: investment value.]

Given the [removed: inflation rates in fiscal 2022,] [added: present inflationary environment,] which we anticipate may continue, there has been and may continue to be significant increases in food costs and labor [removed: costs] [added: costs,] which have impacted 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.

[removed: Inflationary] [added: Economic conditions, including the inflationary] pressures [added: seen in recent years,] may also impact the discretionary purchasing power of our customers, especially customers with less disposable income or for whom discretionary spending represents a smaller portion of their disposable income, resulting in decreased demand for our products.

Matters having a broad global economic impact may also significantly impact particular costs, such as the [removed: ongoing Russia-Ukraine conflict’s] impact [added: of geopolitical conflict] on our [added: and our international master franchisees’] transportation and energy costs.

While there historically has been some level of ordinary course turnover of employees, the [removed: ongoing] COVID-19 pandemic and [removed: resulting actions and impacts have] [added: its effects] exacerbated labor shortages and increased [removed: turnover.][added: turnover in recent years.]

An economic environment characterized by high unemployment, [removed: rising] [added: high] interest rates, cautious consumer spending, or changes in consumer practices due to a possible recession could also impact consumer spending or demand and our operating results.

For example, we have experienced increased volatility in prices for some ingredients in recent [removed: years and during the ongoing COVID-19 pandemic, which may continue even if the pandemic recedes.][added: years.]

Labor costs are largely a function of the minimum wage for a majority of our [added: and our franchisees’] store personnel and certain supply chain center personnel and, generally, are also a function of the availability of labor.

For example, labor and regulatory compliance costs could be adversely impacted as a result of California Assembly Bill No. [removed: 257, the Fast Food Accountability and Standards Recovery Act (“FAST Act”),] [added: 1228 (AB 1228),] which was signed into law in September [removed: 2022.][added: 2023 and which will raise the minimum wage for employees of restaurants that are part of a national fast food chain effective April 1, 2024.]

If a significant portion of our [added: or our franchisees’] employees were to become unionized, our [added: and our franchisees’] labor costs could increase and our business could be negatively affected by other union requirements that increase [removed: our] costs, disrupt our business, reduce [removed: our] flexibility and impact [removed: our] employee culture.

While the Company [removed: has seen] [added: saw] an increase in sales in certain markets, including within the U.S., at times during the COVID-19 pandemic, including [removed: increased] [added: higher] sales related to heightened reliance on delivery and carryout businesses, future sales [removed: and same store sales] are not possible to [removed: estimate] [added: estimate,] and it is unclear [removed: whether and to] what [removed: extent] sales will [removed: return to more normalized levels or lessen if and when] [added: be as] consumer behavior and general economic and business activity [removed: return to pre-pandemic levels.][added: move on from the COVID-19 pandemic.]

Food service businesses are affected by changes in consumer tastes, international, national, regional and local economic conditions, marketing, advertising, [removed: pricing, including both price increases and discounting,] [added: pricing] and demographic trends.

Moreover, because we are primarily dependent on a single product, if consumer demand for pizza should decrease, our business would suffer more than if we had a more diversified menu, as many other food service businesses [removed: do.][added: do, and the QSR pizza category may also not grow as quickly as other categories within the food service industry.]

The preferences of customers also may change as a result of advances in technology or alternative delivery methods or [removed: channels.][added: channels as well as geopolitical considerations.]

Reports, whether true or not, of product contamination, food-borne illnesses [removed: (such as E. coli, avian flu, bovine spongiform encephalopathy, hepatitis A, trichinosis or salmonella)] and injuries caused by food tampering have in the past severely injured the reputations of participants in the QSR market and could in the future as well.

Further, a boycott or other campaign critical of us, [added: whether domestic or international,] through social media or otherwise, could negatively impact our brand’s reputation and, consequently, sales.

[removed: As a result, any] [added: Any] prolonged disruption in the operations of any of these facilities, whether due to technical, systems, operational or labor difficulties, destruction or damage to the facility, real estate issues, limited capacity or other reasons, or our failure to successfully increase capacity and open new centers, could adversely affect our business and operating results.

Negative publicity related to our [removed: food] [added: brand,] products, operations, or stores or related to our operations or actions by our executives, team members or franchisees and their team members or others perceived to be associated with our brand could harm our business, brand, reputation, marketing partners, financial condition and results of operations, regardless of the accuracy of such negative publicity.

Each Domino’s store located in the U.S. is obligated to contribute [removed: 6%] [added: 6.0%] of its sales to DNAF, which uses such fees for national advertising in addition to contributions for local market-level advertising.

We currently anticipate that this [removed: 6%] [added: 6.0%] obligation will remain in place for the foreseeable future, though the actual contribution rate could be lower in certain instances due to certain incentives and waivers.

Jordan, each of these executives may terminate his agreement on ninety days’ [removed: notice.][added: notice and our other executive officers may do the same.]

We conduct a significant and growing portion of our business outside the U.S. Our financial condition and results of operations [added: have at times been and] may [added: in the future] be adversely affected if global markets in which our franchised stores compete are affected by changes in political, economic or other factors.

increases in anti-American sentiment and the identification of Domino’s as an American [removed: brand;] [added: brand, including those seen as a result of the geopolitical tensions in the Middle East] and [added: further escalations and the impact thereof; and]

political and economic instability and uncertainty around the [removed: world.][added: world and related geopolitical risk.]

Consequently, franchisees may not operate stores in a manner consistent with our standards and requirements or they or their employees may take other actions that adversely affect the value of our [removed: brand.][added: brand and harm our business and reputation.]

Although our franchise arrangements permit the applicable franchisor to terminate a franchise agreement [removed: under] [added: in] certain circumstances, including the failure by franchisees to uphold product or operating standards, there [removed: can be] [added: is] no assurance that such remedy will be available or sufficient to prevent harm to our brand and protect our intellectual property.

As of [removed: January 1,] [added: December 31,] 2023, we had [removed: 725] [added: 735 independent] U.S. franchisees operating [removed: 6,400] [added: 6,566] U.S. stores.

As of that same date, 22 of these franchisees each owned and operated more than 50 U.S. stores, including our largest U.S. franchisee who owned and operated [removed: 162] [added: 143] stores and the average U.S. franchisee owned and operated approximately nine stores.

construction, permitting or development delays;

Another component of our growth strategy also involves our recent entry into the third-party order aggregator marketplace.

This new avenue for sales may prove to be unsuccessful and sales may not meet our expectations.

Our presence on the order aggregator marketplace also introduces us to additional risks and uncertainties including the risk that orders on this marketplace may not have the same level of store-level profitability as orders through our owned channels.

Our operating results and stock price may be adversely affected if we are not successful on order aggregator platforms.

Health epidemics or pandemics – such as the global outbreak of COVID-19 in early 2020 – have in the past and may in the future impact macroeconomic conditions, consumer behavior, labor availability and supply chain management, as well as local operations in impacted markets.

The increased labor costs at franchised restaurants in California could impact their profitability and the desire to open new stores or renew the franchise agreements for existing stores and result in price increases, which could impact demand for our products or lead to operational changes.

Beginning on March 27, 2023, the Company effectuated a temporary reduction of 0.25% to its standard 6.0% advertising contribution, which will expire on March 24, 2024.

In addition, certain countries have use requirements to maintain a trademark registration.

In those countries where we do not currently operate but have registered trademarks, we may be unable to renew those registrations when they expire due to non-use.

Our business continuation or disaster recovery programs may not be sufficient to mitigate the harm that could result from such disaster or disruption, and insurance and other safeguards may only partially reimburse us for our losses, if at all.

Artificial intelligence (“AI”) technologies may intensify our cybersecurity risks.

We depend on the performance of suppliers, aggregators and other third parties in our business operations.

Third-party business processes we utilize include information technology, gift card authorization and processing, other payment processing, benefits, and other accounting and business services.

The failure of our suppliers, aggregators and other third parties to maintain adequate controls or comply with our expectations and standards could have a material adverse effect on our business.

The rapid evolution and increased adoption of artificial intelligence technologies amplifies these concerns.

This could result in adverse publicity, loss of sales and cash flows, increased fees payable to third parties and fines, penalties or remediation and other costs that could adversely affect our reputation, business and results of operations.

We may incorporate traditional and generative AI solutions into our business, and these solutions may become important in our operations over time.

The use of these AI solutions may expose us to additional risks and expenses.

Term SOFR is a relatively new index that is administered by the Federal Reserve Bank of New York (the “New York Fed”).

There can be no assurance that the New York Fed will not discontinue the publication of Term SOFR, in which case interest payments on our 2021 Variable Funding Notes and 2022 Variable Funding Notes would need to be calculated using a different index, or alter the manner in which Term SOFR is calculated.

Our interest expense could also be increased by rising interest rates.

In October 2023, the FTC proposed a rule targeting misleading and hidden fees and how businesses may advertise and market prices to consumers; a law addressing hidden fees will take effect in California starting July 1, 2024 after Senate Bill No. 478 was signed into law.

The ultimate scope of these rules and laws is currently unknown, but could be determined to apply to restaurants and fees such as delivery fees, service charges or surcharges that could impact the way we advertise to consumers.

To the extent our advertising is negatively impacted, our business could be adversely affected.

construction, permitting or development delays, including those relating to the ongoing COVID-19 pandemic;

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

The FAST Act, which is currently subject to a referendum campaign, authorizes the creation of a council to set minimum standards for workers in the industry, including for wages, working hours and other health and safety conditions.

The implementation of the FAST Act could result in increased labor cost at franchised restaurants in California, thereby potentially impacting their profitability.

Worldwide economic activity has been and is expected to continue to be adversely affected by the 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.

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

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 prevented from, or be limited in, conducting business activities for an indefinite period of time, including due to 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.

In response to governmental requirements, we and our franchisees have in the past implemented a number of measures, including, among others, temporarily closing certain stores, modifying stores’ hours and closing locations to in-store dining.

We continue to monitor ongoing developments, and future potential federal, state or local COVID-19-related mandates could materially impact our results, including due to additional compliance costs as a result of any imposed mandate.

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 in the past disrupted, and in the future may disrupt, our operations and could disrupt our supply chain, which could adversely impact our business, financial condition and results of operations.

The COVID-19 pandemic and mitigation measures have also 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 COVID-19 pandemic, including inflation, changes to consumer demand, availability of labor or other changes.

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

Our other executive officers may terminate their employment pursuant to their employment agreements at any time.

In such event, our business and reputation may suffer, and as a result 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.

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

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

In 2021, ICE Benchmark Administration Limited, the administrator for LIBOR, confirmed its intention to cease the publication of any U.S. dollar LIBOR settings immediately following the LIBOR publication on June 30, 2023.

Our 2021 Variable Funding Notes loan documents provide that after the date on which the administrator for LIBOR permanently or indefinitely ceases to provide all available settings of U.S. dollar LIBOR, any new advances under the 2021 Variable Funding Notes that would otherwise have borne interest based on LIBOR, as well as any existing LIBOR advances for which the interest period has expired, will instead bear interest at a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment, that in each case have been selected or recommended by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York.

The loan documents also permit the lenders to effect a transition from LIBOR to Term SOFR at an earlier date, subject to certain conditions.

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

Our interest expense could also be increased by the rising interest rate environment, which could potentially have an adverse impact on our 2021 Variable Funding Notes, as well as on our 2022 Variable Funding Notes, which bear interest at fluctuating interest rates that in certain circumstances are based on Term SOFR.

The NLRB issued a final rule which became effective April 27, 2020 that reinstates the standard that was in place before August 2015.

In December 2019, the NLRB directed an administrative law judge to approve settlement agreements (rather than rejecting the settlement and allowing the claims asserting that the franchisor should be the joint employer of its franchisees’ employees to proceed) in a decision related to another franchise system.

On April 22, 2022, a federal appellate court rejected an appeal seeking to overturn that decision.

The NLRB issued a proposed rule on September 6, 2022 that largely reestablishes the August 2015 joint employer standard.

On September 8, 2020, a federal district court struck down a significant portion of the final rule.

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

In this section, we discuss the results of our operations for the fiscal year ended [removed: January 1,] [added: December 31,] 2023 compared to the fiscal year ended January [removed: 2, 2022.][added: 1, 2023.]

For a discussion of the fiscal year ended January [removed: 2, 2022] [added: 1, 2023] compared to the fiscal year ended January [removed: 3, 2021,] [added: 2, 2022,] 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 10-K for the fiscal year ended January [removed: 2, 2022.][added: 1, 2023.]

Domino’s is the largest pizza company in the [removed: world,] [added: world] with more than [removed: 19,800] [added: 20,500] locations in over 90 markets around the world as of [removed: January 1,] [added: December 31,] 2023, and operates two distinct service models within its [removed: stores] [added: stores,] with a significant business in both delivery and carryout.

[removed: Founded in 1960, we] [added: We] are a [removed: highly-recognized] [added: highly recognized] global brand, and we focus on value while serving neighborhoods locally through our large [added: worldwide] network of franchise owners and [added: U.S.] Company-owned stores through both the delivery and carryout service models.

We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of [removed: January 1,] [added: December 31,] 2023.

[removed: Our] [added: Domino’s] business model is straightforward: Domino’s stores handcraft and serve quality food at a competitive price, with easy ordering access and efficient service, enhanced by our technological innovations.

Domino’s generates revenues and earnings by charging royalties and fees to our [removed: independent] franchisees.

We also generate revenues and earnings by selling food, equipment and supplies to franchisees [added: 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 [removed: can] [added: may] profit by sub-franchising and selling food and equipment to those sub-franchisees, as well as by running pizza [removed: stores directly.][added: stores.]

We believe that everyone in the system can [removed: benefit,] [added: benefit from the franchise model,] including the end consumer, who can [removed: feed] [added: purchase Domino’s menu items for themselves and] their family conveniently and economically.

[removed: Our] [added: Domino’s] financial results are driven largely by retail sales at our franchised and Company-owned stores.

Changes in retail sales are [added: primarily] driven by [removed: changes in] same store sales [added: growth] and [added: net] store [removed: counts.][added: growth.]

[removed: Our] [added: Domino’s] business model can yield strong returns for our franchise owners and our Company-owned stores.

It can also yield significant cash [removed: flow] [added: flows] to us, through a consistent franchise royalty payment and supply chain revenue stream, with moderate capital expenditures.

We have historically returned cash to shareholders through dividend payments and share [removed: repurchases since becoming a publicly-traded company in 2004.][added: repurchases.]

[removed: We] [added: At Domino’s, we] believe we have a proven business model for [removed: success, which includes leading with technology, service and product innovation and leveraging our global scale, which] [added: success that] has historically [removed: provided] [added: driven] strong returns for our shareholders.

If our same store sales significantly decline or if operating costs increase and we are unable to recover these costs, the carrying value of our Company-owned stores, by market, may [added: not] be [removed: unrecoverable] [added: recoverable] and we may be required to recognize an impairment charge.

There were no triggering events in [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020,] [added: 2021,] and accordingly, we did not record any impairment losses on long-lived assets in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

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 non-owned [removed: auto] [added: automobile] liabilities.

A 10% change in our casualty insurance liability at [removed: January 1,] [added: December 31,] 2023 would have affected our income before provision for income taxes by approximately [removed: $5.8] [added: $5.6] million in [removed: 2022.][added: 2023.]

We had accruals for casualty insurance reserves of [removed: $57.6] [added: $56.3] million and [removed: $56.5] [added: $57.6] million at [removed: January 1,] [added: December 31,] 2023 and January [removed: 2, 2022,] [added: 1, 2023,] respectively.

The U.S. Federal statutory income tax rate was 21% in each of [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Our Federal income tax provision calculated based on the Federal statutory rate was [removed: $120.3] [added: $137.0] million, [removed: $131.4] [added: $120.3] million and [removed: $116.6] [added: $131.4] million in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

As of [removed: January 1,] [added: December 31,] 2023 and January [removed: 2, 2022,] [added: 1, 2023,] we had total foreign tax credits of [removed: $13.5] [added: $16.8] million and [removed: $10.2] [added: $13.5] 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 [removed: $1.5] [added: $1.4] million and [removed: $1.2] [added: $1.5] million as of [removed: January 1,] [added: December 31,] 2023 and January [removed: 2, 2022,] [added: 1, 2023,] respectively.

Fiscal [removed: 2022] [added: 2023] Highlights

Global retail sales, excluding foreign currency impact (which includes total retail sales at Company-owned and franchised stores worldwide) increased [removed: 3.9%] [added: 5.4%] as compared to [removed: 2021.][added: 2022.]

U.S. retail sales increased [removed: 1.3%] [added: 3.1%] and international retail sales, excluding foreign currency impact, increased [removed: 6.3%] [added: 7.7%,] each as compared to [removed: 2021.][added: 2022.]

Same store sales [removed: declined 0.8%] [added: increased 1.6%] in our U.S. stores and increased [removed: 0.1%] [added: 1.7%] in our international stores, excluding foreign currency impact.

Income from operations [removed: decreased 1.6%.][added: increased 6.7%.]

Excluding the negative impact of foreign currency, Domino’s experienced global retail sales growth during [removed: 2022.][added: 2023, driven by global net store growth and same store sales growth in both our U.S. and international businesses.]

U.S. same store sales [removed: declined 0.8%] [added: increased 1.6%] during [removed: 2022,] [added: 2023,] rolling over [removed: an increase] [added: a decrease] in U.S. same store sales of [removed: 3.5%] [added: 0.8%] in [removed: 2021.][added: 2022.]

[removed: A] [added: The increase in U.S. same store sales in 2023 was attributable to a] higher average ticket per transaction resulting from [removed: higher] [added: increases in] menu and national offer [removed: pricing as well as increases to our average delivery fee partially offset the decline in U.S. same store sales in 2022.][added: pricing.]

International same store sales (excluding foreign currency impact) increased [removed: 0.1%] [added: 1.7%] during [removed: 2022,] [added: 2023,] rolling over an increase in international same store sales (excluding foreign currency impact) of [removed: 8.0%] [added: 0.1%] in [removed: 2021.][added: 2022.]

Overall, we believe our [removed: continued] global [removed: store growth, along with our global] retail sales growth (excluding foreign currency impact), emphasis on [removed: technology] [added: technology, operations] and marketing initiatives, have combined to strengthen our brand.

Global retail sales [removed: growth] refers to total worldwide retail sales at Company-owned and franchised stores.

We review comparable industry global retail sales information to assess business trends and to track the growth of the Domino’s Pizza [removed: brand.][added: brand and are indicative of the financial health of the franchisee base.]

Retail sales for [removed: franchise] [added: franchised] stores are reported to us by our franchisees and are not included in our revenues.

We have been selling quality, affordable food to our customers since 1960.

We became “Domino’s Pizza” in 1965 and opened our first franchised store in 1967.

Over more than 60 years, we have built Domino’s into one of the most widely-recognized consumer brands in the world.

We believe our commitment to value, convenience, quality and new products continues to keep consumers engaged with the brand.

Franchising enables an individual to be a business owner and maintain control over all employment-related matters and pricing decisions, while also benefiting from the strength of the Domino’s global brand and operating system with limited capital investment by us.

Royalties are ongoing percent-of-sales fees for use of the Domino’s® brand marks.

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

Global net stores grew by 711 net stores, including 168 net store openings in the U.S. and 543 net store openings internationally.

Excluding the closure of the Russia market as discussed below, global net stores grew by 870.

These factors also contributed to an increase in income from operations.

These financial and statistical measures are described in additional detail below.

Global Retail Sales

Global retail sales is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance.

As a result, sales by Domino’s franchisees have a direct effect on the Company’s profitability.

The amounts below are presented in millions of U.S. dollars.

| U.S. stores | | $ | 9,026.1 | | | $ | 8,751.7 | | | $ | 8,641.4 | |

| International stores | | | 9,249.7 | | | | 8,788.2 | | | | 9,137.5 | |

| Total | | $ | 18,275.8 | | | $ | 17,539.9 | | | $ | 17,779.0 | |

Changes in global retail sales growth, excluding foreign currency impact are primarily driven by same store sales growth and net store growth.

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

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

| (1) | | Fiscal 2023 figures exclude the impact of the Russia market. Including the impact of the Russia market, international stores retail sales growth, excluding foreign currency impact, was 7.3% for fiscal 2023. |

| (2) | | Fiscal 2023 figures exclude the impact of the Russia market. Including the impact of the Russia market, total global retail sales growth, excluding foreign currency impact, was 5.2% for fiscal 2023. |

Same store sales growth for transferred stores is reflected in their current classification.

The increase in international same store sales in 2023 was attributable to a higher average ticket per transaction across our international markets.

Net store growth is calculated by netting gross store openings with gross store closures during the period.

Transfers between Company-owned stores and franchised stores are excluded from the calculation of net store growth.

Net store growth during fiscal 2023 reflects the closure of the remaining 159 net stores in the Russia market.

| Openings | | | 4 | | | | 174 | | | | 178 | | | | 892 | | | | 1,070 | |

| Closings | | | (1 | ) | | | (9 | ) | | | (10 | ) | | | (349 | ) | | | (359 | ) |

| Transfers | | | (1 | ) | | | 1 | | | | — | | | | — | | | | — | |

| Store count at December 31, 2023 | | | 288 | | | | 6,566 | | | | 6,854 | | | | 13,737 | | | | 20,591 | |

Russia Market

On August 21, 2023, our master franchisee that owned and operated Domino’s Pizza® stores in Russia announced its intent to file for bankruptcy with respect to the stores in that market.

Therefore, as of August 21, 2023, we have considered the stores in the Russia market to be closed and they are excluded from our ending store count as of the end of the third quarter of 2023.

We have presented our statistical measure of global retail sales growth, excluding foreign currency impact, for fiscal 2023 excluding the impact of the retail sales from the Russia market.

The 2023 global retail sales growth measures excluding the Russia market are calculated as the growth in retail sales excluding the retail sales from the Russia market from both 2023 retail sales and the 2022 retail sales base.

We believe the impact of the Russia market on our statistical measure of global retail sales growth, excluding foreign currency impact, for the fiscal years 2022 and 2021 were immaterial and prior amounts have not been adjusted to conform to the current year presentation.

We believe the impact of the Russia market on our statistical measure of same store sales growth for the periods presented was immaterial, and we also believe the impact of the Russia market on our consolidated statements of income related to international franchise royalties and fee revenues and general and administrative expenses for the periods presented was immaterial.

We have not received any royalties and fees from the operations of the Russia market subsequent to the Russian invasion of Ukraine in February 2022.

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

Fiscal 2022 and 2021 each consisted of 52 weeks and fiscal 2020 consisted of 53 weeks.*

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.

Revenues increased 4.1%.

Net income decreased 11.4%.

Diluted earnings per share decreased 7.5%.

The decline in U.S. same store sales in 2022 was attributable to lower order counts due in part to labor shortages affecting store hours and staffing levels in many of our markets and economic stimulus activity in the U.S in 2021 in response to the COVID-19 pandemic which did not recur in 2022.

International same store sales (excluding foreign currency impact) were pressured in 2022 due in part to a value added tax holiday in the United Kingdom in 2021 that expired during the first quarter of 2022.

Our U.S. and international same store sales (excluding foreign currency impact) continue to be pressured by our fortressing strategy, which includes increasing store concentration in certain markets where we compete, as well as from aggressive competitive activity.

During fiscal 2022, we experienced significant inflationary pressures in our commodity, labor and fuel costs resulting from the macroeconomic environment in the U.S., which had a significant impact on our overall operating results as compared to 2021.

Our overall operating results in fiscal 2022 were also negatively impacted by changes in foreign currency exchange rates resulting from the global macroeconomic environment.

During 2022, we continued our global expansion with the opening of 1,032 net stores.

We had 126 net stores open in the U.S. comprised of 141 store openings and 15 closures.

We had 906 net stores open internationally comprised of 1,135 store openings and 229 closures, primarily in Brazil, Russia and Italy.

We remained focused on improving the customer experience through our technology initiatives, including our GPS delivery tracking technology, which allows customers to monitor the progress of their food, from the preparation stages to the time it is in the oven to the time it arrives at their doors.

Our emphasis on technological innovation helped the Domino’s system generate approximately two-thirds of global retail sales from digital channels in 2022.

The 53rd week in fiscal 2020 had no impact on reported same store sales growth amounts.

| (1) | | During the first quarter of 2022, we purchased 23 U.S. franchised stores from certain of our existing U.S. franchisees (the “2022 Store Purchase”). The same store sales growth for these stores is reflected in U.S. Company-owned stores in 2022. During the fourth quarter of 2022, we refranchised 114 U.S. Company-owned stores (the “2022 Store Sale”). The same store sales growth for these stores is reflected in U.S. franchise stores in 2022. |

| Store count at December 29, 2019 | | | 342 | | | | 5,784 | | | | 6,126 | | | | 10,894 | | | | 17,020 | |

| Openings | | | 22 | | | | 218 | | | | 240 | | | | 718 | | | | 958 | |

| Closings | | | (1 | ) | | | (10 | ) | | | (11 | ) | | | (323 | ) | | | (334 | ) |

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

Consolidated revenues increased $179.8 million, or 4.1%, in 2022 due primarily to higher supply chain revenues due to increases in our market basket pricing to stores.

U.S. franchise advertising revenues increased primarily due to retail sales growth resulting from net store growth and the 2022 Store Sale as well as lower advertising incentives related to brand promotions, but were partially offset by lower same store sales and, to a lesser extent, the 2022 Store Purchase.

International franchise royalties and fee revenues declined primarily due to the negative impact of foreign currency exchange rates.

Revenues from U.S. Company-owned store operations decreased $33.2 million, or 6.9%, in 2022 primarily driven by the 2022 Store Sale.

This decrease was partially offset by an increase in revenues resulting from the 2022 Store Purchase.

The decrease in U.S. Company-owned store revenue was also a result of lower U.S. Company-owned same store sales in 2022.

The 2022 Store Sale also contributed to the increase in U.S. franchise royalties and fee revenues.

These increases were partially offset by a decline in U.S. franchise same store sales in 2022 and, to a lesser extent, the 2022 Store Purchase.

Supply chain revenues increased $193.8 million, or 7.6%, in 2022 due to higher market basket pricing to stores, and was partially offset by lower order volumes at our U.S. franchised stores during 2022.

Our market basket pricing to stores increased 13.2% during 2022, which resulted in an estimated $296.1 million increase in supply chain revenues.

Revenues from international franchise royalties and fees decreased $3.0 million, or 1.0%, in 2022 due primarily to the negative impact of changes in foreign currency exchange rates of approximately $28.4 million in 2022 which was partially offset by an increase in the average number of international franchised stores open during the period resulting from net store growth.

Consolidated gross margin (which we define as revenues less cost of sales) decreased $39.6 million, or 2.3%, in 2022 due primarily to lower U.S. Company-owned store revenues, as well as higher food, delivery and labor costs.

Food costs increased 3.3 percentage points to 31.4% in 2022 due to higher market basket prices.

Occupancy costs, which include rent, telephone, utilities and depreciation, increased 1.2 percentage points to 9.2% in 2022 due primarily to lower sales leverage, as well as higher utility rates in our U.S. Company-owned stores.

Supply chain gross margin decreased $21.7 million, or 8.2%, in 2022 due primarily to higher delivery and labor costs.

The increases in food and delivery costs as a percentage of supply chain revenues resulted from macroeconomic inflationary pressures in the U.S., as well as lower sales leverage.

General and administrative expenses decreased $11.8 million, or 2.8%, in 2022 driven primarily by lower labor costs, partially offset by higher amortization expense for capitalized software.

U.S. franchise advertising expenses increased $5.8 million, or 1.2%, in 2022 due to higher U.S. franchise advertising revenues as discussed above.

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

In connection with the recapitalizations of our business, we have issued fixed rate notes and entered into variable funding [removed: notes] [added: notes,] and, at [removed: January 1,] [added: December 31,] 2023, we are exposed to interest rate risk on borrowings under our variable funding notes.

As of [removed: January 1,] [added: December 31,] 2023, we did not have any outstanding borrowings under our 2022 and 2021 Variable Funding Notes.

Our [added: 2022 and] 2021 Variable Funding Notes bear interest at fluctuating interest rates based on [removed: LIBOR.][added: the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment.]

[removed: As] [added: Accordingly,] a [removed: result, our] [added: rising] interest [removed: expense] [added: rate environment] could [removed: increase,] [added: result] in [added: higher interest expense due on borrowings under our 2022 and 2021 Variable Funding Notes, in] which event we may have difficulties making interest payments and funding our other fixed costs, and our available cash flow for general corporate requirements may be adversely affected.

We are exposed to market risks from changes in [added: food and] commodity prices.

Approximately [removed: 6.5%] [added: 6.9%] of our total revenues in [removed: 2022, 6.8%] [added: 2023, 6.5%] of our total revenues in [removed: 2021] [added: 2022] and [removed: 6.1%] [added: 6.8%] of our total revenues in [removed: 2020] [added: 2021] 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 [added: international franchise] royalty [added: and fee] revenues of approximately [removed: $26.1] [added: $27.4] million in [removed: 2022.][added: 2023.]

Our 2021 Variable Funding Notes loan documents provide that after the date on which the administrator for LIBOR permanently or indefinitely ceases to provide all available settings of U.S. dollar LIBOR, any new advances under the 2021 Variable Funding Notes that would otherwise have borne interest based on LIBOR, as well as any existing LIBOR advances for which the interest period has expired, will instead bear interest at a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment, that in each case have been selected or recommended by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York.

The loan documents also permit the lenders to effect a transition from LIBOR to Term SOFR at an earlier date, subject to certain conditions.

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

Our interest expense could also be increased by the rising interest rate environment, which could potentially have an adverse impact on our 2021 Variable Funding Notes, as well as on our 2022 Variable Funding Notes, which bear interest at fluctuating interest rates that are based on Term SOFR.

Domino’s is the largest pizza company in the world with more than [removed: 19,800] [added: 20,500] locations in over 90 markets around the world as of [removed: January 1,] [added: December 31,] 2023, and operates two distinct service models within its [removed: stores] [added: stores,] with a significant business in both delivery and carryout.

[removed: Founded in 1960, we] [added: We] are a highly recognized global brand, and we focus on value while serving neighborhoods locally through our large worldwide network of franchise owners and U.S. Company-owned stores through both the delivery and carryout service models.

We are primarily a franchisor, with approximately 99% of Domino’s global stores owned and operated by our independent franchisees as of [removed: January 1,] [added: December 31,] 2023.

Franchising enables an individual to be [removed: his or her own employer] [added: a business owner] and maintain control over all employment-related matters and pricing decisions, while also benefiting from the strength of the Domino’s global brand and operating system with limited capital investment by us.

[removed: The] Domino’s business model is straightforward: Domino’s stores handcraft and serve quality food at a competitive price, with easy ordering access and efficient service, enhanced by our technological innovations.

We believe that everyone in the system can [removed: benefit,] [added: benefit from the franchise model,] including the end consumer, who can purchase Domino’s menu items for themselves and their family conveniently and economically.

[removed: The] Domino’s business model can yield strong returns for our franchise owners and our Company-owned stores.

[removed: We] [added: At Domino’s, we] believe we have a proven business model for [removed: success, which includes leading with technology, service and product innovation and leveraging our global scale, which] [added: success that] has historically driven strong returns for our shareholders.

We have been selling quality, affordable food [removed: through both the carryout and delivery service models] to our customers since 1960.

Over [removed: the last] [added: more than] 60 years, we have built Domino’s into one of the most widely-recognized consumer brands in the world.

From [removed: 2017] [added: 2018] through [removed: 2022,] [added: 2023,] the U.S. QSR pizza category has grown from [removed: $36.4] [added: $37.5] billion to [removed: $40.7] [added: $41.3] billion.

It is the second-largest [removed: category] [added: category, by sales,] within the [removed: $320.3] [added: $349.9] billion U.S. QSR sector.

Delivery segment dollars of [removed: $17.3] [added: $16.5] billion in [removed: 2022] [added: 2023] (up from [removed: $13.6] [added: $14.0] billion in [removed: 2017)] [added: 2018)] account for approximately [removed: 43%] [added: 40%] of total U.S. consumer spend at pizza QSRs.

The four industry leaders, including Domino’s, account for approximately 60% of U.S. pizza delivery, based on reported consumer spending, with the remaining dollars going to regional chains and independent [added: or local] establishments.

From [removed: 2017] [added: 2018] to [removed: 2022,] [added: 2023,] the carryout segment grew from [removed: $16.4] [added: $16.9] billion to [removed: $18.9] [added: $20.2] billion.

The four industry leaders, including Domino’s, account for approximately [removed: 50%] [added: 52%] of the U.S. carryout segment.

(Source: [removed: The NPD Group/CREST®,] [added: Circana, CREST,] year ending December [removed: 2022).][added: 2023).]

We believe that demand for pizza delivery and pizza carryout is large and growing throughout the world, driven by international consumers’ increasing emphasis on convenience, and [added: is supported by] our proven success of 40 years of conducting business abroad.

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

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

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

We also compete with other [removed: food, food delivery and] [added: restaurants, as well as] order and delivery aggregation companies, which have continued to grow in size and scale in recent years.

No customer accounted for more than 10% of [added: our] total consolidated revenues in [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]

As of [removed: January 1,] [added: December 31,] 2023, our largest franchisee based on store count, Domino’s Pizza Enterprises (DMP: ASX), operated [removed: 3,751] [added: 3,840] stores in [removed: 13] [added: 12] international markets, [removed: and] [added: which] accounted for [added: approximately 28% of our international store count and] 19% of our [removed: total] [added: global] store count.

Revenues from this master franchisee accounted for 1.7% of our consolidated revenues in [removed: 2022.][added: 2023.]

We offer a menu designed to present [removed: an attractive,] [added: delicious,] quality [removed: offering] [added: offerings] to customers, while keeping it simple enough to minimize operational complexity and expedite order-taking and food preparation.

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

During [removed: 2022,] [added: 2023,] our U.S. stores segment accounted for [removed: $1.49] [added: $1.45] billion, or [removed: 33%,] [added: 32%,] of our consolidated revenues.

Our U.S. stores segment [removed: consists] [added: is comprised] primarily of our franchise operations, which consisted of [removed: 6,400] [added: 6,566] franchised stores located in the United States as of [removed: January 1,] [added: December 31,] 2023.

We also operated a network of [removed: 286] [added: 288] U.S. Company-owned stores as of [removed: January 1,] [added: December 31,] 2023.

We also use our Company-owned stores as test sites for technological innovation and [removed: promotions] [added: promotions,] as well as operational improvements.

[removed: We] [added: Additionally, we] also use them for training new store managers and operations team members, as well as developing prospective franchisees.

As of [removed: January 1,] [added: December 31,] 2023, franchised stores represented approximately 96% of our total store count within our U.S. stores segment.

As of [removed: January 1,] [added: December 31,] 2023, our network of [removed: 6,400] [added: 6,566] U.S. franchise stores was owned and operated by [removed: 725] [added: 735] independent U.S. franchisees.

As of [removed: January 1,] [added: December 31,] 2023, the average U.S. franchisee owned and operated approximately nine stores and had been in our franchise system for over 17 years.

Additionally, 22 of our U.S. franchisees operated more than 50 stores (including our largest U.S. franchisee who operated [removed: 162] [added: 143] stores) and [removed: 204] [added: 209] of our U.S. franchisees each operated one store as of [removed: January 1,] [added: December 31,] 2023.

We had a franchise agreement renewal rate of approximately 99% in [removed: 2022.][added: 2023.]

Our stores in the United States [removed: currently] [added: generally] contribute [removed: 6%] [added: 6.0%] of their sales to fund national marketing and advertising campaigns (subject, in certain instances, to lower rates based on certain incentives and waivers).

[removed: The funds] [added: Contributions by our U.S. franchisees to DNAF] are primarily used to purchase media for advertising, and also to support market research, field communications, public relations, commercial production, talent payments and other activities to promote the Domino’s brand.

During [removed: 2022,] [added: 2023,] our international franchise segment accounted for [removed: $295.0] [added: $310.1] million, or [removed: 6%,] [added: 7%,] of our consolidated revenues.

We recently announced our Hungry for MORE strategy aimed at generating MORE sales, MORE stores and MORE profits.

The strategic imperatives of our Hungry for MORE strategy are as follows:

*Most Delicious Food:* We believe we have the best pizza in the industry, and our menu has even more mouthwatering options beyond pizza, including Domino’s Loaded Tots, stuffed cheesy breads, wings, boneless chicken, pastas, oven-baked sandwiches, dips, soft drink products and desserts.

We will continue to showcase the breadth of our menu, while highlighting the deliciousness of our food through our innovative marketing promotions.

*Operational Excellence:* We are relentless in our focus on convenience, consistency and efficiency for both our and our franchisees’ customers.

*Renowned Value:* We are committed to continuing to offer competitive pricing and personalized value for our customers.

*Enhanced by Best-in-Class Franchisees:* Our franchisees play a vital role in driving results and excitement across the more than 90 markets in which we operate.

During 2023, we launched our newest menu items in the U.S., Domino’s Loaded Tots and Pepperoni Stuffed Cheesy Bread.

International market offerings vary by country and culture, such as the Lipu Taro Paste and Oats Double Decker Crust in China as well as offerings that tap into the spicy taste preferences of Domino’s customers in India such as their Blazing Chicken and Paprika Pizza and Blazing Onion and Paprika Pizza.

We operate two distinct service models within our stores with a significant business in both delivery and carryout.

In the U.S., delivery and carryout generally contribute evenly to our overall system transaction count.

Beginning on March 27, 2023, Domino's National Advertising Fund Inc. (“DNAF”), the Company’s consolidated not-for-profit advertising subsidiary, effectuated a temporary reduction of 0.25% to its standard 6.0% advertising contribution, which will expire on March 24, 2024.

| China (1405: HK) | | | 771 | |

| Canada | | | 605 | |

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

Market share information for the year ended December 2022 has been updated to reflect restated figures from Circana, which did not materially impact our market share positioning.

(Source: Circana, CREST).

In the U.S., Domino’s generated more than 85% of U.S. retail sales in 2023 from digital channels, and our emphasis on technological innovation has allowed us to develop many innovative ordering platforms, providing seven unique ways to order Domino’s.

During 2023, the Company entered into a new global agreement with Uber Technologies, Inc. (NYSE:UBER) to allow customers to order Domino’s products through the Uber Eats and Postmates apps.

In 2023, Domino’s also launched Pinpoint Delivery, a new technology that allows customers to receive a delivery nearly anywhere, including places like parks, baseball fields and beaches.

In addition, during 2023, we relaunched our Domino’s Rewards® loyalty program, which builds upon our previous loyalty program and is simple to understand and easy to use.

When rewards members accumulate a certain amount of points, Domino’s Rewards offers loyalty members the opportunity to redeem points for a wide selection of our menu items.

In 2023, we introduced the concept of the Domino’s Operating System (“DOM OS”) which is the combination of tools, processes and technologies that work together to optimize and orchestrate operations at our stores, including the flow of orders.

The foundation of DOM OS is our proprietary point-of-sale system called Domino’s PULSE™.

Products can range from simple to indulgent, including the Pizza Rice Bowl in Japan (an original take on the Japanese rice bowl which offers rice covered with traditional pizza toppings) and the Churrosbread and Canela Bites in Brazil.

Our History

Emphasis on technological innovation helped us achieve approximately two-thirds of all global retail sales in 2022 from digital channels.

In the U.S., we have developed several innovative ordering platforms, including those for Google Home, Facebook Messenger, Apple Watch, Amazon Echo, Twitter and more.

Since 1998, the Company has been structured with a leveraged balance sheet and has completed a number of recapitalization transactions.

As of January 1, 2023, the Company had $5.02 billion in total debt, which includes debt resulting from its recapitalization transactions completed in 2021, 2019, 2018, 2017 and 2015 (the “2021 Recapitalization,” “2019 Recapitalization,” “2018 Recapitalization,” “2017 Recapitalization” and the “2015 Recapitalization,” respectively, and collectively, the “2021, 2019, 2018, 2017 and 2015 Recapitalizations”).

International markets vary toppings by country and culture, such as the Paratha Pizza in India, Durian Pizza in China or the Octopus Bomb Shrimp in Korea, featuring shrimp, octopus, vegetables, feta cream and horseradish sauce.

We have delivered pizza for over 60 years, and we also emphasize carryout as a significant component of our business.

These funds are administered by Domino’s National Advertising Fund Inc. (“DNAF”), our consolidated not-for-profit advertising subsidiary.

| China | | | 589 | |

| Canada | | | 585 | |

We are actively negotiating a new contract with this supplier and we do not anticipate any significant impacts to our supply following the expiration of our current extension.

Emphasis on technological innovation helped us achieve approximately two-thirds of global retail sales in 2022 from digital channels.

We have also 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 oven to the time it arrives at their doors.

Our Piece of the Pie Rewards® loyalty program is meant to reward customers with a program that is simple to understand and easy to use.

When rewards members reach a certain amount of points, they can redeem their points for free pizza.

Rewards members may also receive exclusive members-only discounts and bonus offers.

We may also occasionally provide additional opportunities for participating customers to benefit under the Piece of the Pie Rewards program.

This improved functionality has been developed to work seamlessly with our Domino’s PULSE™ point-of-sale system.

As of January 1, 2023, Domino’s PULSE is being used in every Company-owned and franchised store in the U.S. and in approximately 79% of our international stores.

We intend to continue to enhance and grow our online ordering, digital marketing and technological capabilities.

Products can range from simple to indulgent, including the Cheese Fondue Fire Meat in Japan (cheese, tomato and truffle cream sauce, barbecue pork, bacon and vegetables) and the Saumoneta in France (light cream, potatoes, onions, smoked salmon and dill).

In certain periods of 2022, we experienced labor shortages affecting store hours and staffing levels in many of our markets which contributed to lower order counts.

Additionally, in 2020, Domino’s announced a pledge of $3.0 million to support the Black community in the U.S., including $1.0 million to create the Company’s first Black Franchisee Opportunity Fund.

Litigation is subject to many uncertainties, and the outcome of individual litigated matters is [removed: not predictable with assurance.][added: unpredictable.]

[removed: In management’s opinion,] [added: However, we do not believe] these matters, individually [removed: and] [added: or] in the aggregate, [removed: should not] [added: will] have a [removed: significant] [added: material] adverse effect on the [added: business or] financial condition of the Company, and [added: we expect that] the established accruals adequately provide for the estimated resolution of such claims.

In addition, we may occasionally be party to large claims, including class action suits.

While we may occasionally be party to large claims, including class action suits, we do not believe that any existing matters, individually or in the aggregate, will materially affect our financial position, results of operations or cash flows.

For the fiscal year ended [removed: January 1,] [added: December 31,] 2023

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive [removed: officers] [added: officers] during the relevant recovery period pursuant to §240.10D-1(b).

The aggregate market value of the voting and non-voting common stock held by non-affiliates of Domino’s Pizza, Inc. as of June [removed: 19, 2022] [added: 18, 2023] 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: $13,537,240,820.][added: $11,569,716,092.]

As of February [removed: 16, 2023,] [added: 19, 2024,] Domino’s Pizza, Inc. had [removed: 35,419,653] [added: 34,812,723] shares of common stock, par value $0.01 per share, outstanding.

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 25, [removed: 2023] [added: 2024] are incorporated by reference into Part III.

| Item 1A. | [Risk Factors.](#item1a_riskfactors) | [removed: 15] [added: 14] |

| Item 1B. | [Unresolved Staff Comments.](#item1b_unresolved_staff_comments) | [removed: 30] [added: 29] |

| Item 3. | [Legal Proceedings.](#item3_legal_proceedings) | [removed: 30] [added: 31] |

| Item 4. | [Mine Safety Disclosures.](#item4_mine_safety_disclosures) | [removed: 30] [added: 31] |

| Item 4A. | [Executive Officers of the Registrant](#item4a_executiveofficers_registrant). | [removed: 30] [added: 31] |

| Item 5. | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](#item5_market_registrants_common_equity) | [removed: 31] [added: 32] |

| Item 6. | [\[Reserved\].](#part_ii_item_6) | [removed: 32] [added: 33] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations.](#item7_mda) | [removed: 33] [added: 34] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk.](#item7a_quantitative_disclosures) | [removed: 49] [added: 51] |

| Item 8. | [Financial Statements and Supplementary Data.](#item8_financial_statements_supplementary) | [removed: 50] [added: 52] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](#item9_changes_disagreements) | [removed: 80] [added: 83] |

| Item 9A. | [Controls and Procedures.](#item9a_controls_procedures) | [removed: 80] [added: 83] |

| Item 9B. | [Other Information.](#item9b_other_information) | [removed: 80] [added: 84] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#item9c_foreign_jurisdictions) | [removed: 80] [added: 84] |

| Item 10. | [Directors, Executive Officers and Corporate Governance.](#item10_directors_executiveofficers) | [removed: 81] [added: 85] |

| Item 11. | [Executive Compensation.](#item11_executive_compensation) | [removed: 82] [added: 86] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#item12_security_ownership) | [removed: 82] [added: 86] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence.](#item13_certainrelationships) | [removed: 82] [added: 86] |

| Item 14. | [Principal Accountant Fees and Services.](#item14_principal_accountant_fees) | [removed: 82] [added: 86] |

| Item 15. | [Exhibits and Financial Statement Schedules.](#item15_exhibits) | [removed: 83] [added: 87] |

| Item 16. | [Form 10-K Summary.](#item16_form10k_summary) | [removed: 94] [added: 98] |

| [SIGNATURES](#signatures) | | [removed: 95] [added: 99] |

In this document, we rely on and refer to information regarding the U.S. quick service restaurant, or QSR, sector and the U.S. QSR pizza category from [removed: CREST®] [added: CREST®,] ongoing foodservice market research (years ending December) prepared by [added: Circana, formerly] The NPD Group, as well as market research reports, analyst reports and other publicly-available information.

U.S. sales information relating to the U.S. QSR sector and the U.S. QSR pizza category represent reported consumer spending obtained by [removed: The NPD Group’s CREST®] [added: Circana’s CREST] ongoing foodservice market research from consumer surveys.

| Item 1C. | [Cybersecurity.](#item1c_cybersecurity) | 29 |

Cybersecurity Governance

The Company’s entire Board of Directors is engaged in risk management oversight, including the oversight of risks from cybersecurity threats.

In accordance with the NYSE listed company rules, the Audit Committee assists the Board of Directors in its oversight of Domino’s company-wide risk management and the process established to identify, assess, measure, monitor and manage risks, including major information security and cybersecurity risks, with input from the Company’s internal committee dedicated to assessing and managing enterprise risk comprised of members of the Company’s Executive Leadership Team who report directly to our Chief Executive Officer in addition to other senior leaders within the Company (the “Enterprise Risk Committee”).

Cybersecurity and related matters are a recurring topic at meetings of the Audit Committee and the Company’s Executive Vice President and Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) provide the Audit Committee with an update on the Company’s cybersecurity risk profile and strategy at multiple Audit Committee meetings each year.

These updates include both qualitative and quantitative information on the effectiveness of the Company’s cybersecurity controls.

At an operational level, the Company’s cybersecurity strategy is shaped by its CISO who is ultimately responsible for implementing the Company’s cybersecurity policies, procedures and strategy under the oversight of the Enterprise Risk Committee.

The Company’s CISO regularly provides updates to the Enterprise Risk Committee at relevant meetings and provides additional updates to the Company’s Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel and Corporate Secretary and CTO on a regular basis in between the meetings of the Enterprise Risk Committee.

Such updates are designed to ensure the Enterprise Risk Committee and Company executives remain informed about and are able to monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.

The Company’s CISO has multiple decades of experience in the cybersecurity and information security fields with relevant experience supplemented by undergraduate and post-graduate degrees in information technology and security and completion of additional related executive education, along with holding several industry-recognized cybersecurity certifications.

The Company’s CTO supplements the expertise and experience of the CISO.

Under the oversight of the Enterprise Risk Committee, relevant information regarding the Company’s cybersecurity profile and any cybersecurity threats or incidents is then communicated during the regular updates to the Audit Committee in a process designed to ensure the Board of Directors and Audit Committee maintains appropriate oversight of the Company’s cybersecurity strategy and risk profile.

Cybersecurity Risk Management and Strategy

Cybersecurity is a key component of the Company’s overall risk management system, and the Company believes it has implemented robust processes that are designed to effectively manage risks from cybersecurity threats.

Domino’s cybersecurity program is embedded into the Company’s enterprise risk management framework from both a resource allocation and strategic initiative perspective and is supported by an extensive catalog of layered security controls that are designed to prevent and detect internal and external security threats and safeguard privacy and personal data of customers, team members, franchisees and other business partners.

Domino’s maintains this comprehensive information security program with a dedicated team that is responsible for directing, coordinating, planning and organizing information security activities throughout the Company and is led by the Company’s CISO.

The Company leverages a combination of the National Institute of Standards and Technology (NIST) Cybersecurity Framework and the Center for Internet Security (CIS) Critical Security Controls as the scale against which to assess its information security program and invest in its ability to proactively defend against security risks within its environment.

Domino’s conducts annual risk assessments, both internally and through the use of third parties, to evaluate the effectiveness of its security controls and identify new threats and vulnerabilities and appropriate controls to mitigate risks and supplements these regular assessments with ongoing monitoring.

Additionally, Domino’s participates in ongoing and periodic assessments of its external platform and applications to include running a responsible disclosure program to ensure that vulnerabilities that are discovered can be reported and appropriately remediated.

Domino’s has been certified as compliant with the Payment Card Industry Data Security Standard (“PCI DSS”) standards and has several dedicated teams of specialists within its information security department that routinely conduct internal and external vulnerability and penetration assessments in accordance with both PCI DSS and industry accepted practices.

This team keeps the Company’s management informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents and leads the Company’s processes to oversee and identify risks from cybersecurity threats associated with the Company’s use of its third-party service providers.

The Company additionally has established and maintains a dedicated Security Operations Center (SOC) team that is responsible for quickly identifying and treating events that could pose risk to its technology environments and that has a documented incident response plan in place.

The Company, its vendors and service providers and their respective vendors and service providers face various security threats on a regular basis, including ongoing cybersecurity threats to and attacks on its and their information technology infrastructure that are intended to gain access to the Company’s proprietary information, destroy or modify data or disable, degrade or sabotage systems.

Cyber incident techniques change frequently, may not immediately be recognized and can originate from a wide variety of sources, including as part of the supply-chain of software and computer code that supports the software and systems on which the Company and such parties rely.

There has been an increase in the frequency, sophistication and ingenuity of the data security threats the Company and these vendors and service providers face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent.

While the Company does not believe that any risks from cybersecurity threats (as defined in Item 106 of Regulation S-K), including as a result of any previous cybersecurity incidents, have to-date materially affected the Company, including its business strategy, results of operations or financial condition, the occurrence of cybersecurity incidents, or a deficiency in cybersecurity, could negatively impact the Company’s business by causing a disruption to its operations, a compromise or corruption of confidential information, or damage to the Company’s employee and business relationships, any of which could have adverse effects on the Company’s results of operations, financial condition and cash flow and harm its brand.

The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by others, including by the Company’s service providers.

See “Risk Factors – The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information, or damage to our employee and business relationships, any of which could subject us to loss and harm our brand” for further information.

We own [removed: five] [added: four] supply chain center buildings.

As of February [removed: 16, 2023,] [added: 19, 2024,] Domino’s Pizza, Inc. had 170,000,000 authorized shares of common stock, par value $0.01 per share, of which [removed: 35,419,653] [added: 34,812,723] were issued and outstanding.

As of February [removed: 16, 2023,] [added: 19, 2024,] there were [removed: 1,507] [added: 1,480] registered holders of record of Domino’s Pizza, Inc.’s common stock.

Our Board of Directors declared a quarterly dividend of [removed: $1.21] [added: $1.51] per common share on February 21, [removed: 2023] [added: 2024] payable on March [removed: 30, 2023] [added: 29, 2024] to shareholders of record at the close of business on March 15, [removed: 2023.][added: 2024.]

As of [removed: January 1,] [added: December 31,] 2023, we had a Board of Directors-approved share repurchase program for up to $1.0 billion of our common stock, of which [removed: $410.4] [added: $141.3] million remained available for future purchases of our common stock.

The following table summarizes our repurchase activity during the fourth quarter ended [removed: January 1,] [added: December 31,] 2023:

[removed: 3,557] [added: 3,460] shares were purchased as part of the Company’s employee stock purchase discount plan.

During the fourth quarter, the shares were purchased at an average price of [removed: $335.34.][added: $369.05.]

The following comparative stock performance line graph compares the cumulative shareholder return [removed: on] [added: of] the common stock of Domino’s Pizza, Inc. (NYSE: DPZ) for the five-year period between December 31, [removed: 2017] [added: 2018] and December 31, [removed: 2022,] [added: 2023,] with the cumulative total return [removed: on] [added: of] (i) the Standard & Poor’s 500 Index (the “S&P [removed: 500”), (ii) the Standard & Poor’s 400 Restaurant Index (the “S&P 400 Restaurant Index”), which was the Company’s previously-utilized comparison index,] [added: 500”)] and [removed: (iii)] [added: (ii)] the Company’s [removed: current comparison index,] [added: peer group,] the Standard & Poor’s Composite 1500 Restaurant Index (the “S&P 1500 Restaurant Index”).

The cumulative total return computations set forth in the performance graph assume the investment of $100 in each of the Company’s common stock, the S&P [removed: 500, the S&P 400 Restaurant Index] [added: 500] and the S&P 1500 Restaurant Index on December 31, [removed: 2017.][added: 2018.]

[removed: ][added: ]

Subsequent to the end of fiscal 2023, on February 21, 2024, our Board of Directors authorized an additional share repurchase program to repurchase up to $1.0 billion of our common stock, in addition to the $141.3 million that was previously remaining for a total authorization of $1.14 billion for future share repurchases.

| Period #10 (September 11, 2023 to October 8, 2023) | | | 1,245 | | | $ | 381.87 | | | | — | | | $ | 199,511 | |

| Period #11 (October 9, 2023 to November 5, 2023) | | | 146,404 | | | | 344.33 | | | | 145,187 | | | | 149,511 | |

| Period #12 (November 6, 2023 to December 3, 2023) | | | 15,318 | | | | 351.63 | | | | 14,320 | | | | 144,515 | |

| Period #13 (December 4, 2023 to December 31, 2023) | | | 8,065 | | | | 394.55 | | | | 8,065 | | | | 141,333 | |

| Total | | | 171,032 | | | $ | 347.63 | | | | 167,572 | | | $ | 141,333 | |

| Period #10 (September 12, 2022 to October 9, 2022) | | | 1,651 | | | $ | 310.40 | | | | — | | | $ | 410,358 | |

| Period #11 (October 10, 2022 to November 6, 2022) | | | 1,052 | | | | 338.17 | | | | — | | | | 410,358 | |

| Period #12 (November 7, 2022 to December 4, 2022) | | | — | | | | — | | | | — | | | | 410,358 | |

| Period #13 (December 5, 2022 to January 1, 2023) | | | 854 | | | | 380.09 | | | | — | | | | 410,358 | |

| Total | | | 3,557 | | | $ | 335.34 | | | | — | | | $ | 410,358 | |

Management believes that the companies included in the S&P 1500 Restaurant Index more appropriately reflect the scope and scale of the Company’s operations and better match the competitive market in which the Company operates than the S&P 400 Restaurant Index.

Due to the change in selected comparative indices, we are presenting the current comparative index and the comparative index that was used in the prior year.

We have audited the accompanying consolidated balance sheets of Domino’s Pizza, Inc. and its subsidiaries (the “Company”) as of [removed: January 1,] [added: December 31,] 2023 and January [removed: 2, 2022,] [added: 1, 2023,] and the related consolidated statements of income, of comprehensive income, of stockholders’ deficit and of cash flows for each of the three years in the period ended [removed: January 1,] [added: December 31,] 2023, including the related notes and schedule of condensed financial information of the registrant as of [removed: January 1,] [added: December 31,] 2023 and January [removed: 2, 2022] [added: 1, 2023] and for each of the three years in the period ended [removed: January 1,] [added: December 31,] 2023 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 [removed: January 1,] [added: December 31,] 2023, based on criteria established in 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 [removed: January 1,] [added: December 31,] 2023 and January [removed: 2, 2022,] [added: 1, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: January 1,] [added: December 31,] 2023 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 [removed: January 1,] [added: December 31,] 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As of [removed: January 1,] [added: December 31,] 2023, the Company had accruals for these casualty insurance matters of [removed: $57.6] [added: $56.3] million.

[removed: February 23, 2023][added: | | | 2023 | | | | 2023 | | |]

| | | [removed: January 1,] [added: December 31,] | | | | January [removed: 2,] [added: 1,] | | |

| | | 2023 | | | | [added: 2023 | | | |] 2022 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | [removed: $] | 60,356 | | | [removed: $] | 148,160 | | [added: | | 168,821 | |]

| Restricted cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | 191,289 | | | | 180,579 | | [added: | | 217,453 | |]

| Accounts receivable, net of reserves of [removed: $4,762] [added: $5,885] in [removed: 2022] [added: 2023] and [removed: $1,869] [added: $4,762] in [removed: 2021] [added: 2022] | | | [removed: 257,492] [added: 282,809] | | | | [removed: 255,327] [added: 257,492] | |

| Inventories | | | [removed: 81,570] [added: 82,964] | | | | [removed: 68,328] [added: 81,570] | |

| Prepaid expenses and other | | | [removed: 37,287] [added: 30,215] | | | | [removed: 27,242] [added: 37,287] | |

| Advertising fund assets, restricted | | | [removed: 162,660] [added: 106,335] | | | | [removed: 180,904] [added: 162,660] | |

| Total current assets | | | [removed: 790,654] [added: 817,291] | | | | [removed: 860,540] [added: 790,654] | |

| Land and buildings | | | [removed: 105,659] [added: 108,791] | | | | [removed: 108,372] [added: 105,659] | |

| Leasehold and other improvements | | | [removed: 172,725] [added: 176,817] | | | | [removed: 193,572] [added: 172,725] | |

| Equipment | | | [removed: 333,787] [added: 364,620] | | | | [removed: 312,772] [added: 333,787] | |

| Construction in progress | | | [removed: 22,536] [added: 24,505] | | | | [removed: 27,815] [added: 22,536] | |

| Accumulated depreciation and amortization | | | [removed: (332,472] [added: (370,368] | ) | | | [removed: (318,466] [added: (332,472] | ) |

| Property, plant and equipment, net | | | [removed: 302,235] [added: 304,365] | | | | [removed: 324,065] [added: 302,235] | |

| Operating lease right-of-use assets | | | [removed: 219,202] [added: 207,323] | | | | [removed: 210,702] [added: 219,202] | |

| Investments in marketable securities, restricted | | | [removed: 13,395] [added: 16,720] | | | | [removed: 15,433] [added: 13,395] | |

| Goodwill | | | [removed: 11,763] [added: 11,688] | | | | [removed: 15,034] [added: 11,763] | |

| Capitalized software, net of accumulated amortization of [removed: $165,457] [added: $183,980] in [removed: 2022] [added: 2023] and [removed: $142,509] [added: $165,457] in [removed: 2021] [added: 2022] | | | [removed: 108,354] [added: 134,105] | | | | [removed: 95,558] [added: 108,354] | |

| Other assets | | | [removed: 28,852] [added: 26,174] | | | | [removed: 22,535] [added: 28,852] | |

| Deferred income tax assets, net | | | [removed: 1,926] [added: 13,680] | | | | [removed: 2,109] [added: 1,926] | |

| Total other assets | | | [removed: 509,332] [added: 553,243] | | | | [removed: 487,211] [added: 509,332] | |

| Total assets | | $ | [removed: 1,602,221] [added: 1,674,899] | | | $ | [removed: 1,671,816] [added: 1,602,221] | |

| Current portion of long-term debt | | $ | [removed: 54,813] [added: 56,366] | | | $ | [removed: 55,588] [added: 54,813] | |

| Accounts payable | | | [removed: 89,715] [added: 106,267] | | | | [removed: 91,547] [added: 89,715] | |

| Accrued compensation | | | [removed: 40,442] [added: 54,689] | | | | [removed: 59,567] [added: 40,442] | |

| Accrued interest | | | [removed: 34,473] [added: 33,367] | | | | [removed: 37,982] [added: 34,473] | |

| Operating lease liabilities | | | [removed: 34,877] [added: 39,330] | | | | [removed: 37,155] [added: 34,877] | |

| Insurance reserves | | | [removed: 31,435] [added: 28,135] | | | | [removed: 32,588] [added: 31,435] | |

| Advertising fund liabilities | | | [removed: 157,909] [added: 104,246] | | | | [removed: 173,737] [added: 157,909] | |

| Other accrued liabilities | | | [removed: 92,957] [added: 124,950] | | | | [removed: 102,577] [added: 92,957] | |

| Total current liabilities | | | [removed: 536,621] [added: 547,350] | | | | [removed: 590,741] [added: 536,621] | |

| Long-term debt, less current portion | | | [removed: 4,967,420] [added: 4,934,062] | | | | [removed: 5,014,638] [added: 4,967,420] | |

| Operating lease liabilities | | | [removed: 195,244] [added: 179,548] | | | | [removed: 184,471] [added: 195,244] | |

February 26, 2024

| Cash and cash equivalents | | $ | 114,098 | | | $ | 60,356 | |

| | | | 674,733 | | | | 634,707 | |

| Investment in DPC Dash | | | 143,553 | | | | 125,840 | |

| U.S. franchise advertising | | | 473,195 | | | | 485,330 | | | | 479,501 | |

| Net income | | $ | 519,118 | | | $ | 452,263 | | | $ | 510,467 | |

| Net income | | | — | | | | — | | | | — | | | | 519,118 | | | | — | |

| Purchases of common stock | | | (789,977 | ) | | | (8 | ) | | | (47,651 | ) | | | (223,929 | ) | | | — | |

| Exercises of stock options | | | 78,532 | | | | 1 | | | | 8,655 | | | | — | | | | — | |

| Balance at December 31, 2023 | | | 34,726,182 | | | $ | 347 | | | $ | 2,801 | | | $ | (4,069,648 | ) | | $ | (3,867 | ) |

| | | December 31, | | | | January 1, | | | | January 2, | | |

| | | 2023 | | | | 2023 | | | | 2022 | | |

| Net income | | $ | 519,118 | | | $ | 452,263 | | | $ | 510,467 | |

| | | December 31, 2023 | | | | January 1, 2023 | | |

| 2024 | | $ | 26,737 | |

| 2025 | | | 19,426 | |

| 2026 | | | 12,635 | |

| 2027 | | | 8,236 | |

| 2028 | | | 8,236 | |

| Thereafter | | | 24,702 | |

| | | $ | 99,972 | |

Investment in DPC Dash

The Company holds a non-controlling interest in DPC Dash Ltd (“DPC Dash”), the Company’s master franchisee in China that owns and operates Domino’s Pizza stores in that market.

On March 28, 2023, DPC Dash completed its initial public offering on the Hong Kong Exchange (HK: 1405), at which point the Company’s 18,101,019 DPC Dash senior ordinary shares automatically converted to DPC Dash ordinary shares pursuant to the terms of the investment.

The Company is required to hold the DPC Dash ordinary shares for at least 360 days from the date of the initial public offering of March 28, 2023.

The Company accounts for its investment in DPC Dash as a trading security and records it at fair value at the end of each reporting period, with gains and losses recorded in other income or expense in its consolidated statements of income.

Refer to Note 4 for fair value disclosures related to the Company’s investment in DPC Dash.

| | | December 31, 2023 | | | | January 1, 2023 | | |

| 2024 | | $ | 5,301 | |

| 2025 | | | 4,975 | |

| 2026 | | | 4,634 | |

| 2027 | | | 3,157 | |

| Thereafter | | | 5,103 | |

| | | $ | 25,195 | |

Beginning on March 27, 2023, the Company effectuated a temporary reduction of 0.25% to its standard 6.0% advertising contribution, which will expire on March 24, 2024.

U.S. stores are generally required to contribute 6.0% of sales to DNAF (subject, in certain instances, to lower rates based on certain incentives and waivers).

Beginning on March 27, 2023, the Company effectuated a temporary reduction of 0.25% to its standard 6.0% advertising contribution, which will expire on March 24, 2024.

As of December 31, 2023, the Company also had $2.6 million in non-cash financing activity related to accruals for excise taxes on share repurchases.

The Company has considered all new accounting standards issued by the Financial Accounting Standards Board (“FASB”) and adopted the following accounting standards.

On May 15, 2023, certain of the Company’s subsidiaries executed an amendment to the Company’s 2021 variable funding notes to affect the transition from LIBOR to the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment.

| | | | | | | | | |

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

| | | | 634,707 | | | | 642,531 | |

| Investments | | | 125,840 | | | | 125,840 | |

| Balance at December 29, 2019 | | | 38,934,009 | | | $ | 389 | | | $ | 243 | | | $ | (3,412,649 | ) | | $ | (3,742 | ) |

| Net income | | | — | | | | — | | | | — | | | | 491,296 | | | | — | |

| Purchases of common stock | | | (838,871 | ) | | | (8 | ) | | | (43,524 | ) | | | (261,058 | ) | | | — | |

| Exercises of stock options | | | 756,683 | | | | 8 | | | | 30,962 | | | | — | | | | — | |

| Adoption of ASC 326 (Note 1) | | | — | | | | — | | | | — | | | | 1,102 | | | | — | |

| Cash and cash equivalents, end of period | | | 60,356 | | | | 148,160 | | | | 168,821 | |

| 2023 | | $ | 22,657 | |

| 2024 | | | 16,250 | |

| 2025 | | | 10,336 | |

| 2026 | | | 7,286 | |

| 2027 | | | 6,506 | |

| Thereafter | | | 25,990 | |

Equity Investments Without Readily Determinable Fair Values

These amounts are recorded in investments in the Company’s consolidated balance sheet.

Any adjustments to the carrying amount are recognized in other income in the Company’s consolidated statements of income.

The Company evaluates the potential impairment of its investments based on various analyses including financial results and operating trends, implied values from recent similar transactions and other relevant available information, including the contractual terms of the Company’s investment thereof.

If the carrying amount of the investment exceeds the estimated fair value of the investment, an impairment loss is recognized, and the investment is written down to its estimated fair value.

| 2023 | | $ | 5,510 | |

| 2024 | | | 5,200 | |

| 2025 | | | 4,847 | |

| 2026 | | | 4,458 | |

| 2027 | | | 2,942 | |

| Thereafter | | | 5,268 | |

| | | $ | 28,225 | |

U.S. stores are generally required to contribute 6% of sales to DNAF.

*Accounting Standards Update (“ASU”)* *2016-13, Financial Instruments – Credit Losses (Topic 326)*

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13*, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments* (“ASC 326”)*.* ASC 326 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The Company recognized the cumulative effect of initially applying ASC 326 as an adjustment to the opening balance of retained deficit.

An adjustment to beginning retained deficit and a corresponding adjustment to the allowance for doubtful accounts and notes receivable of $1.5 million was recorded on the date of adoption, representing the remeasurement of these accounts to the Company’s estimate for current expected credit losses.

The adjustment to beginning retained deficit was also net of a $0.4 million adjustment to deferred income taxes.

The Company’s 2021 Variable Funding Notes (Note 3) bear interest at fluctuating interest rates based on LIBOR.

However, the associated loan documents provide that after the date on which the administrator for LIBOR permanently or indefinitely ceases to provide all available settings of U.S. dollar LIBOR, any new advances under the 2021 Variable Funding Notes that would otherwise have borne interest based on LIBOR, as well as any existing LIBOR advances for which the interest period has expired, will instead bear interest at a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), plus a spread adjustment.

The loan documents also permit the lenders to effect a transition from LIBOR to Term SOFR at an earlier date, subject to certain conditions.

The Company’s 2022 Variable Funding Notes (Note 3) bear interest at fluctuating interest rates based on Term SOFR.

ASU 2020-04, as updated by ASU 2022-06, may currently be adopted and may be applied prospectively to contract modifications made on or before December 31, 2024.

As of January 2, 2022, the Company had no outstanding borrowings and $155.8 million of available borrowing capacity under its 2021 Variable Funding Notes, net of letters of credit issued of $44.2 million.

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2023 based on the framework in *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 [removed: January 1,] [added: December 31,] 2023.

The effectiveness of the Company’s internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Rule 10b5-1 Trading Plans

Our directors and officers (as defined in Section 16 of the Exchange Act (“Section 16”) may from time to time enter into plans for the purchase or sale of Domino’s stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

During the fiscal quarter ended December 31, 2023, the following Section 16 officers adopted “Rule 10b5-1 trading arrangements” (as defined in Item 408 under Regulation S-K of the Exchange Act):

Cynthia A.

Headen, our Executive Vice President, Chief Supply Chain Officer, adopted a new Rule 10b5-1 trading arrangement on October 18, 2023.

The plan’s maximum duration is until December 27, 2024, and first trades will not occur until February 16, 2024 at the earliest.

The trading plan, which is subject to certain conditions, is intended to permit Ms. Headen to (i) sell from time to time an aggregate of up to 1,330 shares of our common stock, the actual amount of which may be less based on tax withholdings and vesting conditions of RSUs, and (ii) exercise and sell from time to time two tranches of an aggregate of 745 stock options.

Russell J.

Weiner, our Chief Executive Officer and Director, adopted a new Rule 10b5-1 trading arrangement on October 23, 2023.

The plan’s maximum duration is until July 17, 2024, and first trades will not occur until February 20, 2024 at the earliest.

The trading plan, which is subject to certain conditions, is intended to permit Mr. Weiner to exercise and sell from time to time (i) a tranche of 15,960 stock options set to expire on July 16, 2024 and (ii) a tranche of 11,780 stock options set to expire on July 15, 2025.

The Rule 10b5-1 trading arrangements described above were adopted and precleared in accordance with Domino’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.

No other directors or officers adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408 under Regulation S-K of the Exchange Act, during the last fiscal quarter.

None.

| Russell J. Weiner | [removed: 54] [added: 55] | Chief Executive Officer and Director |

| Joseph H. Jordan | [removed: 49] [added: 50] | President, U.S. and Global Services |

| Sandeep Reddy | [removed: 52] [added: 53] | Executive Vice President, Chief Financial Officer |

| Arthur P. D’Elia | [removed: 45] [added: 46] | Executive Vice President, International |

| Kelly E. Garcia | [removed: 47] [added: 48] | Executive Vice President, Chief Technology Officer |

[removed: | Frank R.] [added: From March 2021 to March 2023, Mr.] Garrido [removed: | 52 |] [added: served as] Executive Vice President, U.S. Operations and [removed: Support |][added: Support.]

| Cynthia A. Headen | [removed: 54] [added: 55] | Executive Vice President, [added: Chief] Supply Chain [removed: Services] [added: Officer] |

| Kevin S. Morris | [removed: 62] [added: 63] | Executive Vice President, General Counsel and Corporate Secretary |

| [removed: Lisa V. Price] [added: Samuel A. Jackson] | [removed: 50] [added: 46] | Executive Vice President, [removed: Chief] Human Resources [removed: Officer] |

Mr. [removed: Jordan] [added: D’Elia] also serves on the Board of Directors of DPC Dash Ltd.

From 1997 to 2010, Mr. Reddy held a variety of positions with increasing responsibility for Mattel Inc. [added: Mr. Reddy also serves on the Board of Directors of Masco Corporation.]

Garrido has served as Domino’s Executive Vice President, [removed: U.S. Operations and Support] [added: Chief Restaurant Officer] since March [removed: 2021.][added: 2023.]

Headen has served as Domino’s Executive Vice President, [added: Chief] Supply Chain [removed: Services] [added: Officer] since [removed: August 2020.][added: March 2023.]

[removed: Price] [added: Jackson] has served as Domino’s Executive Vice President, [removed: Chief] Human Resources [removed: Officer] since [removed: August 2019.][added: November 2023.]

The remaining information required by this item is incorporated by reference from Domino’s Pizza, Inc.'s definitive proxy statement, which will be filed within 120 days of [removed: January 1,] [added: December 31,] 2023.

| Frank R. Garrido | 53 | Executive Vice President, Chief Restaurant Officer |

From August 2020 to March 2023, Ms. Headen served as Executive Vice President, Supply Chain Services.

Samuel A.

Mr. Jackson served as Vice President, Office of the CEO from April 2022 to November 2023 after joining Domino’s in 2018 as the Vice President of Human Resources.

Prior to joining Domino’s, Mr. Jackson spent almost 12 years at Target where he held various roles across real estate, supply chain, store design and human resources, inclusive of leading human resources for Target's headquarters in India.

Lisa V.

Prior to joining Domino’s, Ms. Price served as Senior Vice President of Human Resources at Nordstrom from December 2015 to August 2019.

Prior to her time at Nordstrom, she spent over 15 years at Starbucks Corporation in a variety of human resources roles, most recently as Vice President of Partner Resources.

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 [removed: January 1,] [added: December 31,] 2023.

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 [removed: January 1,] [added: December 31,] 2023.

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 [removed: January 1,] [added: December 31,] 2023.

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 [removed: January 1,] [added: December 31,] 2023.

Consolidated Balance Sheets as of [removed: January 1,] [added: December 31,] 2023 and January [removed: 2, 2022][added: 1, 2023]

Consolidated Statements of Income for the Years Ended [added: December 31, 2023,] January 1, [removed: 2023,] [added: 2023 and] January 2, 2022 [removed: and January 3, 2021]

Consolidated Statements of Comprehensive Income for the Years Ended [added: December 31, 2023,] January 1, [removed: 2023,] [added: 2023 and] January 2, 2022 [removed: and January 3, 2021]

Consolidated Statements of Stockholders’ Deficit for the Years Ended [added: December 31, 2023,] January 1, [removed: 2023,] [added: 2023 and] January 2, 2022 [removed: and January 3, 2021]

Consolidated Statements of Cash Flows for the Years Ended [added: December 31, 2023,] January 1, [removed: 2023,] [added: 2023 and] January 2, 2022 [removed: and January 3, 2021]

| 3.3 | | [removed: [Third] [added: [Fourth] Amended and Restated By-Laws of Domino’s Pizza, Inc. (Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on October [removed: 14, 2022).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522262941/d394450dex31.htm)] [added: 12, 2023).](https://www.sec.gov/Archives/edgar/data/1286681/000119312523255001/d424830dex31.htm)] |

| 4.1 | | [Description of Securities of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1286681/000095017023003938/dpz-ex4_1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex4_1.htm)] |

| 10.15* | | [removed: [Domino’s Pizza, Inc.] [added: [Third Amendment to the Domino’s Pizza] Deferred Compensation Plan [removed: adopted] effective [removed: January 1, 2005] [added: as of October 11, 2022] (Incorporated by reference to Exhibit [removed: 10.9] [added: 10.18] to the [removed: registrant’s] [added: registrant's] annual report on Form 10-K for the [added: fiscal] year ended January 1, [removed: 2006).](https://www.sec.gov/Archives/edgar/data/1079458/000119312506045179/dex109.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023003938/dpz-ex10_18.htm)] |

| [removed: 10.16*] [added: 10.26*] | | [removed: [First Amendment to the] [added: [Amended and Restated] Domino’s Pizza [removed: Deferred Compensation] [added: Senior Executive Annual Incentive] Plan [removed: effective January 1, 2007] (Incorporated by reference to Exhibit [removed: 10.9] [added: 10.20] to the registrant’s annual report on Form 10-K for the year ended [removed: December 31, 2006).](https://www.sec.gov/Archives/edgar/data/1079458/000119312507037666/dex109.htm)] [added: January 2, 2011).](https://www.sec.gov/Archives/edgar/data/1286681/000119312511050979/dex1020.htm)] |

| 10.17* | | [removed: [Second Amendment to] [added: [Form of Employee Stock Option Agreement under] the [added: Amended] Domino’s [removed: Pizza Deferred Compensation] [added: Pizza, Inc. 2004 Equity Incentive] Plan [removed: effective February 8, 2013] (Incorporated by reference to Exhibit [removed: 10.5] [added: 10.8] to the 2012 [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex105.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex108.htm)] |

| [removed: 10.19*] [added: 10.16*] | | [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 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex101.htm) |

| [removed: 10.20*] [added: 10.18*] | | [Form of [added: 2013 Special] Employee Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit [removed: 10.8] [added: 10.9] to the 2012 [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex108.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex109.htm)] |

| [removed: 10.21*] [added: 10.39*] | | [Form of [removed: 2013 Special] [added: 2023] Employee Stock Option Agreement under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit [removed: 10.9] [added: 10.4] to the [removed: 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex109.htm)] [added: March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_4.htm)] |

| [removed: 10.22*] [added: 10.19*] | | [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 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex103.htm) |

| [removed: 10.23*] [added: 10.20*] | | [Form of Amendment to Existing Director Stock Option Grants (Incorporated by reference to Exhibit 10.5 to the March 2009 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509093037/dex105.htm) |

| [removed: 10.24*] [added: 10.21*] | | [Form of Performance-Based Restricted Stock Agreement (Incorporated by reference to Exhibit 10.12 to the 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1012.htm) |

| [removed: 10.25*] [added: 10.22*] | | [Form of 2013 Special Performance-Based Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to the 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1013.htm) |

| [removed: 10.26*] [added: 10.23*] | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.14 to the 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1014.htm) |

| [removed: 10.27*] [added: 10.24*] | | [Form of 2013 Special Performance-Based Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.15 to the 2012 10-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312513081957/d466015dex1015.htm) |

| [removed: 10.28*] [added: 10.25*] | | [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, 2010).](https://www.sec.gov/Archives/edgar/data/1286681/000119312510045334/dex1019.htm) |

| [removed: 10.29*] [added: 10.51*] | | [removed: [Amended] [added: [Second Addendum to Amended] and Restated [added: Employment Agreement dated as of December 29, 2018 between] Domino’s Pizza [removed: Senior Executive Annual Incentive Plan] [added: LLC and David A. Brandon] (Incorporated by reference to Exhibit [removed: 10.20] [added: 10.39] to the registrant’s annual report on Form 10-K for the year ended [removed: January 2, 2011).](https://www.sec.gov/Archives/edgar/data/1286681/000119312511050979/dex1020.htm)] [added: December 30, 2018 (the “December 2018 10-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519046191/d696297dex1039.htm)] |

| [removed: 10.30*] [added: 10.27*] | | [Amended and Restated Domino’s Pizza, Inc. Employee Stock Payroll Deduction Plan [added: dated as of February 21, 2023] (Incorporated by reference to Exhibit [removed: 10.18] [added: 10.1] to the registrant’s [removed: annual] [added: quarterly] report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 29, 2013).](https://www.sec.gov/Archives/edgar/data/1286681/000119312514066092/d661353dex1018.htm)] [added: March 26, 2023 (the "March 2023 10-Q")).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_1.htm)] |

| [removed: 10.31*] [added: 10.52*] | | [removed: [First Amendment] [added: [Third Addendum] to [removed: the] Amended and Restated [removed: Domino’s Pizza, Inc. Employee Stock Payroll Deduction Plan] [added: Employment Agreement] dated as of January [removed: 1, 2019] [added: 30, 2020 between Domino’s Pizza LLC and David A. Brandon] (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended March [removed: 24, 2019).](https://www.sec.gov/Archives/edgar/data/1286681/000119312519115719/d661429dex101.htm)] [added: 22, 2020).](https://www.sec.gov/Archives/edgar/data/1286681/000119312520115907/d914156dex101.htm)] |

| [removed: 10.32*] [added: 10.28*] | | [Form of Domino’s Pizza, Inc. Dividend Reinvestment & Direct Stock Purchase and Sale Plan (Incorporated by reference to Exhibit 10.32 to the S-1).](https://www.sec.gov/Archives/edgar/data/1286681/000119312504102056/dex1032.htm) |

| [removed: 10.33*] [added: 10.29*] | | [Form of 2018 Restricted Stock Agreement (Incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on January 11, 2018 (the “January 2018 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518008592/d505807dex104.htm) |

| [removed: 10.34*] [added: 10.30*] | | [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) |

| [removed: 10.35*] [added: 10.31*] | | [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) |

| [removed: 10.36*] [added: 10.32*] | | [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) |

| [removed: 10.37*] [added: 10.33*] | | [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) |

| [removed: 10.38*] [added: 10.34*] | | [Form of Restricted Stock Unit Award Agreement (three vesting dates) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to the registrant's quarterly report on Form 10-Q for the quarter ended March 27, 2022 (the “March 2022 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022006436/dpz-ex10_6.htm) |

| [removed: 10.39*] [added: 10.35*] | | [Form of Restricted Stock Unit Award Agreement (two-year vesting with acceleration events) 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 19, 2022 (the “June 2022 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022012843/dpz-ex10_1.htm) |

| [removed: 10.40*] [added: 10.36*] | | [Form of Restricted Stock Unit Award Agreement (three-year vesting with acceleration events) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the June 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022012843/dpz-ex10_2.htm) |

| [removed: 10.41*] [added: 10.43*] | | [Amended and Restated Employment Agreement dated as of February 24, 2022 between Domino’s Pizza, Inc., Domino’s Pizza LLC and Russell J. Weiner (Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on March 1, 2022 (the “March 2022 8-K”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex101.htm) |

| [removed: 10.42*] [added: 10.44*] | | [Time Sharing Agreement dated as of February 24, 2022 by and between Domino’s Pizza LLC and Russell J. Weiner (Incorporated by reference to Exhibit 10.2 to the March 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex102.htm) |

| [removed: 10.43*] [added: 10.45*] | | [Employment Agreement dated as of February 25, 2022 by and between Domino’s Pizza LLC and Sandeep Reddy (Incorporated by reference to Exhibit 10.3 to the March 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522059952/d291533dex103.htm) |

| [removed: 10.44*] [added: 10.46*] | | [Employment Agreement dated as of March 14, 2011 between Domino’s Pizza LLC and Richard E. Allison, Jr. (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended March 27, 2011).](https://www.sec.gov/Archives/edgar/data/1286681/000119312511127320/dex101.htm) |

| [removed: 10.45*] [added: 10.47*] | | [Employment Agreement dated as of January 8, 2018 between Domino’s Pizza, Inc., Domino’s Pizza LLC and Richard E. Allison, Jr. (Incorporated by reference to Exhibit 10.1 to the January 2018 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518008592/d505807dex101.htm) |

| [removed: 10.46*] [added: 10.48*] | | [Time Sharing Agreement dated as of January 8, 2018 between Domino’s Pizza LLC and Richard E. Allison, Jr. (Incorporated by reference to Exhibit 10.3 to the January 2018 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518008592/d505807dex103.htm) |

| [removed: 10.47*] [added: 10.49*] | | [Addendum to Employment Agreement effective as of February 24, 2022 by and among Domino’s Pizza, Inc., Domino’s Pizza LLC and Richard E. Allison, Jr. (Incorporated by reference to Exhibit 10.5 to the March 2022 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017022006436/dpz-ex10_5.htm) |

| [removed: 10.48*] [added: 10.50*] | | [Addendum to Amended and Restated Employment Agreement dated as of June 22, 2018 between Domino’s Pizza LLC and David A. Brandon (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended June 17, 2018 (the “June 2018 10-Q”)).](https://www.sec.gov/Archives/edgar/data/1286681/000119312518220984/d513733dex101.htm) |

| 10.37* | | [Form of 2023 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 March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_2.htm) |

| 10.38* | | [Form of 2023 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 March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_3.htm) |

| 10.40* | | [Form of 2023 Restricted Stock Unit Award Agreement (three vesting dates) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_5.htm) |

| 10.41* | | [Form of 2023 Restricted Stock Unit Award Agreement (two vesting dates) under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_6.htm) |

| 10.42* | | [Form of 2023 Restricted Stock Unit Award Agreement for Directors under the Amended Domino’s Pizza, Inc. 2004 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 to the March 2023 10-Q).](https://www.sec.gov/Archives/edgar/data/1286681/000095017023015004/dpz-ex10_7.htm) |

| 10.55* | | [Employment Agreement dated as of July 30, 2020 by and between Domino’s Pizza LLC and Arthur P. D'Elia](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_55.htm). |

| 10.78 | | [Second Amendment dated as of September 19, 2023 to the Class A-1 Note Purchase Agreement, dated as of April 16, 2021, by and between 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 Pizza Franchising LLC, Domino’s Pizza International Franchising Inc., Domino’s Pizza Canadian Distribution ULC, Domino’s RE LLC, Domino’s EQ LLC and Domino’s SPV Guarantor LLC, each as Guarantor, Domino’s Pizza LLC, as manager, and Coöperatieve Rabobank U.A., New York Branch, as administrative agent](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex10_78.htm). |

| 97.1 | | [Domino's Pizza, Inc. Policy for Recoupment of Incentive Compensation Effective as of October 2, 2023.](https://www.sec.gov/Archives/edgar/data/1286681/000095017024019725/dpz-ex97_1.htm) |

| | | 2023 | | | | 2023 | | |

| | | December 31, | | | | January 1, | | | | January 2, | | |

| Investment in subsidiaries | | | (6 | ) | | | — | | | | — | |

| | | |

| 10.18* | | [Third Amendment to the Domino’s Pizza Deferred Compensation Plan effective as of October 11, 2022.](https://www.sec.gov/Archives/edgar/data/1286681/000095017023003938/dpz-ex10_18.htm) |

| 10.50* | | [Third Addendum to Amended and Restated Employment Agreement dated as of January 30, 2020 between Domino’s Pizza LLC and David A. Brandon (Incorporated by reference to Exhibit 10.1 to the registrant’s quarterly report on Form 10-Q for the quarter ended March 22, 2020).](https://www.sec.gov/Archives/edgar/data/1286681/000119312520115907/d914156dex101.htm) |

| 10.52* | | [Employment Agreement dated as of August 20, 2020 between Domino’s Pizza LLC and Stuart A. Levy (Incorporated by reference to Exhibit 10.1 to the registrant's quarterly report on Form 10-Q for the quarter ended September 6, 2020).](https://www.sec.gov/Archives/edgar/data/1286681/000119312520265920/d935823dex101.htm) |

| 10.53* | | [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) |

| | | [investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent (Incorporated by reference to Exhibit 10.1 to the September 2022 8-K).](https://www.sec.gov/Archives/edgar/data/1286681/000119312522246362/d394498dex101.htm) |

| 10.89 | | [Agreement dated as of January 6, 2009 between Domino’s Pizza, Inc., Blue Harbour Strategic Value Partners Master Fund, LP and Blue Harbour Institutional Partners Master Fund, L.P. (Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 9, 2009).](https://www.sec.gov/Archives/edgar/data/1286681/000119312509003891/dex101.htm) |

New Accounting Pronouncements

The Company has adopted the below new accounting pronouncements that impacted the Parent Company financial statements.

*Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326)*

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”).

ASC 326 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

On December 30, 2019, the Company adopted ASC 326 using the modified retrospective method.

The Parent Company recorded a $1.1 million adjustment to equity in net deficit of subsidiaries and recorded a $1.1 million adjustment to retained deficit related to this new accounting standard in 2020.

See Note 1 to the Company’s consolidated financial statements as filed in this Form 10-K for additional information related to the adoption of this new accounting standard.

| February [removed: 23, 2023] [added: 26, 2024] | | (Principal Executive Officer) |

| February [removed: 23, 2023] [added: 26, 2024] | | (Principal Financial Officer) |

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

| February 26, 2024 |

| February 26, 2024 | | (Principal Accounting Officer) |

| February 26, 2024 | | |

| February 26, 2024 | | |

| February 26, 2024 | | |

| February 26, 2024 | | |

| February 26, 2024 | | |

| February 26, 2024 | | |

| February 26, 2024 | | |

| February 26, 2024 | | |

| February 23, 2023 |

| February 23, 2023 | | |