Domino's Pizza 8K Regulation FD Disclosure | DPZ 25 Jul 12

Domino's Pizza (DPZ) 8-KRegulation FD Disclosure

Exhibit 99.1

Confidential

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


		Quarterly Collection Period Starting:		March 26, 2012
		Quarterly Collection Period Ending:		June 17, 2012
		Quarterly Payment Date:		July 25, 2012

Debt Service Coverage Ratios and Senior ABS Leverage


	Senior ABS Leverage		Quarterly DSCR
Current Period		4.85 x		3.21 x

One Period Prior		5.37 x		2.91 x

Two Periods Prior		x		x

Three Periods Prior		x		x

System Performance

Domestic


	Franchise			Company-Owned			Total Domestic
Open Stores at end of prior Quarterly Collection Period		4,511			387			4,898
Store Openings during Quarterly Collection Period		8			—			8
Store Transfers during Quarterly Collection Period		(5	)		—			(5	)
Permanent Store Closures during Quarterly Collection Period		—			—			—

Net Change in Open Stores during Quarterly Collection Period		3			—			3
Open Stores at end of Quarterly Collection Period		4,514			387			4,901

International

	Franchise			Company-Owned			Total International
Open Stores at end of prior Quarterly Collection Period		4,912			—			4,912
Store Openings during Quarterly Collection Period		120			—			120
Permanent Store Closures during Quarterly Collection Period		(9	)		—			(9	)

Net Change in Open Stores during Quarterly Collection Period		111			—			111
Open Stores at end of Quarterly Collection Period		5,023			—			5,023

	Franchise			Company-Owned			International
Same-Store Sales Growth for Quarterly Collection Period		1.9	%		0.3	%		5.7	%

Potential Events

Cash Trapping


			Date of
		Commenced	Commencement
i.	a. Partial Cash Trapping Period	No	N/A

	b. Full Cash Trapping Period	No	N/A

ii.	Series 2012-1 Cash Trapping Percentage during Quarterly Collection Period		N/A

iii	Series 2012-1 Cash Trapping Percentage following current Quarterly Payment Date		N/A

iv.	Series 2012-1 Cash Trapping Percentage during prior Quarterly Collection Period		N/A

v.	Series 2012-1 Partial Cash Trapping Release Event		N/A

vi.	Series 2012-1 Full Cash Trapping Release Event		N/A


Occurrence Dates
			Date of
		Commenced	Commencement
i.	Rapid Amortization Event	No	N/A

ii.	Default	No	N/A

iii.	Event of Default	No	N/A

iv.	Manager Termination Event	No	N/A


Non-Amortization Test
			Date of
		Commenced	Commencement
i.	Non-Amortization Period	No	N/A


Extension Periods
			Date of
		Commenced	Commencement
i.	Series 2012-1 Class A-1 first renewal period	No	N/A

ii.	Series 2012-1 Class A-1 first second period	No	N/A

Confidential

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


		Quarterly Collection Period Starting:		March 26, 2012
		Quarterly Collection Period Ending:		June 17, 2012
		Quarterly Payment Date:		July 25, 2012

Allocation of Funds


1. Outstanding Notes and Reserve Account Balances as of Prior Quarterly Payment Date:

i. Outstanding Principal Balances
a. Advances Under Series 2012-1 Class A-1 Notes	$	—

b. Series 2012-1 Class A-2 Notes	$	1,569,093,750.00

c. Senior Subordinated Notes	$	—

d. Subordinated Notes	$	—

ii. Reserve Account Balances
a. Available Senior Notes Interest Reserve Account Amount⁽¹⁾	$	21,538,000.00

b. Available Senior Subordinated Notes Interest Reserve Account Amount	$	—

c. Available Cash Trap Reserve Account Amount⁽¹⁾	$	—

2. Retained Collections for Current Quarterly Payment Date:

i. Franchisee Payments
a. Domestic Continuing Franchise Fees	$	82,432,082.21

b. International Continuing Franchise Fees	$	24,055,881.81

c. Initial Franchise Fees	$	—

d. Other Franchise Fees	$	—

e. PULSE Maintenance Fees	$	1,841,649.53

f. PULSE License Fees	$	101,550.00

g. Technology Fees		2,290,481.52

h. Franchisee Insurance Proceeds	$	—

i. Other Franchisee Payments	$	—

ii. Company-Owned Stores License Fees	$	4,030,346.75

iii. Third-Party License Fees	$	—

iv. Product Purchase Payments	$	264,897,529.02

v. Co-Issuers Insurance Proceeds	$	—

vi. Asset Disposition Proceeds	$	—

vii. Excluded Amounts	$	188,506.36

viii. Other Collections	$	122,250.97

ix. Investment Income	$	6,420.68

x. HoldCo L/C Agreement Fee Income	$	359,051.76

xi. Servicer Advances	$	—

xii. Manager Advances	$	—

Less:
xi. Excluded Amounts	$	41,220,709.81

a. Advertising Fees	$	41,032,203.45

b. Company-Owned Store Advertising Fees	$	—

c. Third-Party Matching Expenses	$	188,506.36

xii. Product Purchase Payments	$	264,897,529.02

xiii. Bank Account Expenses	$	44,203.31

Plus:
xiv. Aggregate Weekly Distributor Profit Amount	$	22,259,291.38

xv. Retained Collections Contributions	$	—

xvi. Total Retained Collections	$	96,422,599.85

3. Adjusted Net Cash Flow for Current Quarterly Payment Date:

i. Retained Collections for Quarterly Collection Period	$	96,422,599.85

Less:
ii. Servicing Fees, Liquidation Fees and Workout Fees	$	70,609.22

iii. Securitization Entities Operating Expenses paid during Quarterly Collection Period	$	17,900.70

iv. Weekly Manager Fee Amounts paid during Quarterly Collection Period	$	12,761,538.46

v. Manager Advances Reimbursement Amounts	$	—

vi. PULSE Maintenance Fees	$	1,841,649.53

vii. Technology Fees	$	2,290,481.52

viii. Administrative Expenses	$	25,000.00

vix. Investment Income	$	6,420.68

vx. Retained Collections Contributions, if applicable, received during Quarterly Collection Period	$	—

viii. Net Cash Flow for Quarterly Collection Period	$	79,408,999.74

ix. Net Cash Flow for Quarterly Collection Period / Number of Days in Quarterly Collection Period	$	945,345.24

x. Multiplied by 91 if 52 week fiscal year or 92.75 if 53 week fiscal year		91

xi. Adjusted Net Cash Flow for Quarterly Collection Period	$	86,026,416.39

1.	Amounts calculated as of the close of business on the last Business Day of the preceding Quarterly Collection Period.

Confidential

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


		Quarterly Collection Period Starting:		March 26, 2012
		Quarterly Collection Period Ending:		June 17, 2012
		Quarterly Payment Date:		July 25, 2012


4. Debt Service / Payments to Noteholders for Current Quarterly Payment Date:

i. Required Interest on Senior and Senior Subordinated Notes
Series2012-1 Class A-1 Quarterly Interest	$	364,451.44

Series2012-1 Class A-2 Quarterly Interest	$	20,460,982.50

Series2012-1 Senior Subordinated Quarterly Interest	$	—

ii. Required Principal on Senior and Senior Subordinated Notes
Series2012-1 Class A-2 Quarterly Scheduled Principal	$	5,906,250.00

Series2012-1 Senior Subordinated Scheduled Principal	$	—

iii. Other
Series2012-1 Class A-1 Quarterly Commitment Fees	$	76,157.20

iv. Total Debt Service	$	26,807,841.14

v. Other Payments to Noteholders Relating to Notes
Series2012-1 Subordinated Quarterly Interest	$	—

Series2012-1 Subordinated Quarterly Scheduled Principal	$	—

Series2012-1 Class A-1 Quarterly Contingent Additional Interest	$	—

Series2012-1 Class A-2 Quarterly Contingent Additional Interest	$	—

SeniorSubordinated Quarterly Contingent Additional Interest	$	—

SubordinatedQuarterly Contingent Additional Interest	$	—

5. Aggregate Weekly Allocations to Distribution Accounts for Current Quarterly Payment Date:

i. All available deposits in Series 2012-1 Class A-1 Distribution Account	$	465,608.64

ii. All available deposits in Series 2012-1 Class A-2 Distribution Account	$	26,367,232.50

iii. All available deposits in Senior Subordinated Distribution Account	$	—

iv. All available deposits in Subordinated Distribution Account	$	—

v. Total on Deposit in Distribution Accounts	$	26,832,841.14

6. Distributions for Current Quarterly Payment Date:

Series2012-1 Class A-1 Distribution Account
i. Payment of interest and fees related to Series 2012-1 Class A-1 Notes	$	465,608.64

ii. Indemnification and Real Estate Disposition Proceeds Payments to reduce commitments under Series 2012-1 Class A-1 Notes	$	—

iii. Principal payments to Series 2012-1 Class A-1 Notes	$	—

iv. Payment of Series 2012-1 Class A-1 Notes Breakage Amounts	$	—

Series2012-1 Class A-2 Distribution Account
i. Payment of interest related to Series 2012-1 Class A-2 Notes	$	20,460,982.50

ii. Indemnification and Real Estate Disposition Proceeds payments to Series 2012-1 Class A-2 Notes	$	—

iii. Principal payment to Series 2012-1 Class A-2 Notes	$	5,906,250.00

iv. Make-Whole Premium related to Series 2012-1 Class A-2 Notes	$	—

SeniorSubordinated Distribution Account
i. Payment of interest related to Senior Subordinated Notes	$	—

ii. Indemnification and Real Estate Disposition Proceeds payments to Senior Subordinated Notes	$	—

iii. Principal payment to Senior Subordinated Notes	$	—

iv. Make-Whole Premium related to Senior Subordinated Notes	$	—

SubordinatedDistribution Account
i. Payment of interest related to Subordinated Notes	$	—

ii. Indemnification and Real Estate Disposition Proceeds payments to Subordinated Notes	$	—

iii. Principal payment to Subordinated Notes	$	—

iv. Make-Whole Premium related to Subordinated Notes	$	—

TotalAllocations from Distribution Accounts	$	26,367,232.50

7. Senior Notes Interest Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date:

i. Deposits into Senior Notes Interest Reserve Account during Quarterly Collection Period	$	—

ii. Less draws on Available Senior Notes Interest Reserve Account Amount	$	83,730.00

iii. Total Increase (Reduction) of Available Senior Notes Interest Reserve Account Amount	$	(83,730.00	)

8. Senior Subordinated Notes Interest Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date:

i. Deposits into Senior Subordinated Notes Interest Reserve Account during Quarterly Collection Period	$	—

ii. Less draws on Available Senior Subordinated Notes Interest Reserve Account Amount	$	—

iii. Total Increase (Reduction) of Available Senior Subordinated Notes Interest Reserve Account Amount	$	—

Confidential

Domino’s Pizza Master Issuer LLC

Domino’s SPV Canadian Holding Company Inc.

Domino’s Pizza Distribution LLC

Domino’s IP Holder LLC

Quarterly Noteholders’ Statement


		Quarterly Collection Period Starting:		March 26, 2012
		Quarterly Collection Period Ending:		June 17, 2012
		Quarterly Payment Date:		July 25, 2012


9. Cash Trap Reserve Account Deposits, Draws and Releases as of Current Quarterly Payment Date:

i. Deposits into Cash Trap Reserve Account during Quarterly Collection Period	$	—

ii. Less draws on Available Cash Trap Reserve Account Amount	$	—

iii. Less Cash Trapping Release Amount	$	—

iv. Total Increase (Reduction) of Available Cash Trap Reserve Account Amount	$	—

10. Real Estate Disposition Proceeds

i. Aggregate Real Estate Disposition Proceeds as of Prior Quarterly Payment Date	$	—

*ii.* Aggregate Real Estate Disposition Proceeds as of Current Quarterly Payment Date	$	—

11. Scheduled Principal Catch-Up Amounts

i. Series 2012-1 Class A-2 aggregate Scheduled Principal Catch-Up Amounts as of Prior Quarterly Payment Date	$	—

*ii.* Series 2012-1 Class A-2 aggregate Scheduled Principal Catch-Up Amounts as of Current Quarterly Payment Date	$	—

12. Outstanding Balances as of Current Quarterly Payment Date (after giving effect to payments to be made on such date):

i. Series 2012-1 Class A-1 Notes	$	—

ii. Series 2012-1 Class A-2 Notes	$	1,563,187,500.00

iii. Senior Subordinated Notes	$	—

iv. Subordinated Notes	$	—

v. Reserve account balances:
a. Available Senior Notes Interest Reserve Account Amount	$	21,454,270.00

b. Available Senior Subordinate Notes Interest Reserve Account Amount	$	—

c. Available Cash Trap Reserve Account Amount	$	—

IN WITNESS HEREOF, the undersigned has duly executed and delivered this Quarterly Noteholders’ Statement


this

Domino’s Pizza LLC as Manager on behalf of the Master Issuer and certain subsidiaries thereto,


by:

Material Concern

Potential Rapid Amortization Event

Potential Manager Termination Event