Domino's Pizza 8K Entry into a Material Definitive Agreement | DPZ 25 Apr 18

EXHIBIT 99.1

In the following discussion, “Holdco” refers to Domino’s Pizza, Inc., “Master Issuer” refers to Domino’s Pizza Master Issuer LLC and“Co-Issuers” refers to, collectively, Domino’s Pizza Master Issuer LLC, Domino’s IP Holder LLC, Domino’s Pizza Distribution LLC and Domino’s SPV Canadian Holding Company Inc.

CAPITALIZATION OF HOLDCO

The following table sets forth the cash and cash equivalents and capitalization of Holdco as of December 31, 2017 (i) on an actual basis and (ii) on anas-adjusted basis to give effect to the transactions contemplated to occur on or about April 24, 2018 (the “Closing Date”) in connection with the issuance of the Series2018-1Class A-2-I Notes and Series 2018-1 ClassA-2-II Notes as described in the Current Report of Form8-K to which this Exhibit is attached, including the repayment in full of the Series2015-1Class A-2-I Notes, as if such transactions occurred as of such date. This table should be read in conjunction with the consolidated financial statements and the accompanying notes included in Holdco’s annual report on Form10-K for the fiscal year ended December 31, 2017.


	As of December 31, 2017
(dollars in thousands)	Actual		As-Adjusted
	(Audited)		(Unaudited)
Cash and cash equivalents⁽¹⁾	$	35,768	$	368,268

Debt and capital lease obligations:
Series2017-1Class A-1 Notes⁽²⁾		—		—

Series2015-1Class A-2-I Notes⁽³⁾		492,500		—
Series2015-1Class A-2-II Notes⁽³⁾		788,000		788,000
Series2017-1Class A-2-I(FL) Notes⁽⁴⁾		299,250		299,250
Series2017-1Class A-2-II(FX) Notes⁽⁴⁾		598,500		598,500
Series2017-1Class A-2-III(FX) Notes⁽⁴⁾		997,500		997,500

Series2018-1Class A-2-I Notes and Series 2018-1 ClassA-2-II Notes⁽⁵⁾		—		825,000

Capital lease obligations		5,437		5,437

Total debt and capital lease obligations⁽⁶⁾	$	3,181,187	$	3,513,687

(1)	Excludes restricted cash and cash equivalents of approximately $191.8 million.

(2)

Represents the Series2017-1Class A-1 Notes, which are variable funding notes that were issued by theCo-Issuers on July 24, 2017. The Series2017-1Class A-1 Notes, under which no amounts were drawn as of December 31, 2017, currently have a maximum outstanding principal amount of $175 million and a final legal maturity date of July 2047. The Series2017-1Class A-1 Notes have an expected repayment date of July 2022, with an option for up to twoone-year renewals (subject to certain conditions, including a minimum debt service coverage ratio). Holdco expects the Master Issuer to have approximately $46.7 million in outstanding letters of credit, $80.0 million of outstanding principal and $48.3 million of available borrowing capacity under the Series2017-1Class A-1 Notes on or about the Closing Date. TheCo-Issuers may use a portion of the proceeds from this offering to repay all or a portion of the amounts outstanding under the Series2017-1Class A-1 Notes.

(3)

The Series2015-1Class A-2 Notes were issued by theCo-Issuers on October 21, 2015 and have a final legal maturity of October 2045. The Series2015-1Class A-2-I Notes have an expected repayment date of October 2020 and the Series2015-1Class A-2-II Notes have an expected repayment date of October 2025. On January 25, 2018, theCo-Issuers made a payment of principal (i) with respect to the2015-1Class A-2-I Notes in an amount equal to approximately $1.3 million and (ii) with respect to the2015-1Class A-2-II Notes in an amount equal to approximately $2.0 million. TheCo-Issuers are expected to use a portion of the proceeds from this offering to repay all amounts outstanding under the Series2015-1Class A-2-I Notes (consisting of approximately $491.3 million in aggregate principal amount as of the Closing Date and, following a scheduled prepayment of principal on April 25, 2018 in an amount of approximately $1.3 million, $490 million in aggregate principal amount on the anticipated repayment date of April 27, 2018).

(4)

The Series2017-1Class A-2 Notes were issued by theCo-Issuers on July 24, 2017 and have a final legal maturity of July 2047. The Series2017-1Class A-2-I(FL) Notes and Series 2017Class A-2-II(FX) Notes have an expected repayment date of July 2022 and the Series2017-1Class A-2-III(FX) Notes have an expected repayment date of July 2027. On January 25, 2018, theCo-Issuers made a payment of principal (i) with respect to the2017-1Class A-2-I(FL) Notes in an amount equal to approximately $0.8 million, (ii) with respect to the Series2017-1Class A-2-II(FX) Notes in an amount equal to approximately $1.5 million and (iii) with respect to the2017-1Class A-2-III(FX) Notes in an amount equal to approximately $2.5 million.

(5)	The Series2018-1Class A-2 Notes will be issued on the Closing Date and will have a final legal maturity of July 2048. The Series2018-1Class A-2-I Notes have an expected repayment date of October 2025 and the Series2018-1Class A-2-II Notes have an expected repayment date of July 2027.

(6)	Represents gross debt and capital lease obligation amounts and is not inclusive of debt issuance costs.

CAPITALIZATION OF THE MASTER ISSUER

The following table sets forth the cash and cash equivalents and capitalization of the Master Issuer as of December 31, 2017 (i) on an actual basis and (ii) on anas-adjusted basis to give effect to the transactions contemplated to occur on or about the Closing Date in connection with the issuance of the Series2018-1Class A-2-I Notes and Series 2018-1 ClassA-2-II Notes on the Closing Date, including the repayment in full of the Series2015-1Class A-2-I Notes, as if such transactions occurred as of such date.


	As of December 31, 2017
(dollars in thousands)	Actual		As-Adjusted
	(Audited)		(Unaudited)
Cash and cash equivalents⁽¹⁾	$	—	$	—

Debt and capital lease obligations:
Series2017-1Class A-1 Notes⁽²⁾		—		—

Series2015-1Class A-2-I Notes⁽³⁾		492,500		—
Series2015-1Class A-2-II Notes⁽³⁾		788,000		788,000
Series2017-1Class A-2-I(FL) Notes⁽⁴⁾		299,250		299,250
Series2017-1Class A-2-II(FX) Notes⁽⁴⁾		598,500		598,500
Series2017-1Class A-2-III(FX) Notes⁽⁴⁾		997,500		997,500
Series2018-1Class A-2-I Notes and Series 2018-1 ClassA-2-II Notes⁽⁵⁾		—		825,000

Capital lease obligations		4,899		4,899

Total debt and capital lease obligations⁽⁶⁾	$	3,180,649	$	3,513,149

(1)	Excludes restricted cash and cash equivalents of approximately $191.8 million.

(2)

Represents the Series2017-1Class A-1 Notes, which are variable funding notes that were issued by theCo-Issuers on July 24, 2017. The Series2017-1Class A-1 Notes, under which no amounts were drawn as of December 31, 2017, currently have a maximum outstanding principal amount of $175 million and a final legal maturity date of July 2047. The Series2017-1Class A-1 Notes have an expected repayment date of July 2022, with an option for up to twoone-year renewals (subject to certain conditions, including a minimum debt service coverage ratio). The Master Issuer expects to have approximately $46.7 million in outstanding letters of credit, $80.0 million of outstanding principal and $48.3 million of available borrowing capacity under the Series2017-1Class A-1 Notes on or about the Closing Date. TheCo-Issuers may use a portion of the proceeds from this offering to repay all or a portion of the amounts outstanding under the Series2017-1Class A-1 Notes.

(3)

(4)

(5)	The Series2018-1Class A-2 Notes will be issued on the Closing Date and will have a final legal maturity of July 2048. The Series2018-1Class A-2-I Notes have an expected repayment date of October 2025 and the Series2018-1Class A-2-II Notes have an expected repayment date of July 2027.

(6)	Represents gross debt and capital lease obligation amounts and is not inclusive of debt issuance costs.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

AND OTHER DATA OF HOLDCO

Set forth below is selected historical consolidated financial information and other data of Holdco at the dates and for the periods indicated. The selected historical financial information and other data as December 29, 2013, December 28, 2014, January 3, 2016, January 1, 2017 and December 31, 2017 and for the fiscal years ended December 29, 2013, December 28, 2014, January 3, 2016, January 1, 2017 and December 31, 2017 have been derived from Holdco’s audited consolidated financial statements. The audited consolidated financial statements for each of the fiscal years ended December 29, 2013, December 28, 2014, January 3, 2016, January 1, 2017 and December 31, 2017 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.

The selected historical consolidated financial information and other data should be read in conjunction withCapitalization of Holdco” and with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes included in Holdco’s annual report on Form10-K for the fiscal year ended December 31, 2017.


	Fiscal Years Ended
(dollars in thousands)	December 29, 2013		December 28, 2014		January 3, 2016		January 1, 2017		December 31, 2017
Income Statement Data:
Revenues
Domestic Company-Owned Stores	$	337,414	$	348,497	$	396,916	$	439,024	$	490,846
Domestic Franchise		212,369		230,192		272,808		312,260		351,387

Domestic Stores		549,783		578,689		669,724		751,284		842,233
Supply Chain		1,118,873		1,262,523		1,383,161		1,544,345		1,739,038
International Franchise		133,567		152,621		163,643		176,999		206,708

Total Revenues		1,802,223		1,993,833		2,216,528		2,472,628		2,787,979

Cost of Sales		1,253,249		1,399,067		1,533,397		1,704,937		1,921,988

Operating Margin	$	548,974	$	594,766	$	683,131	$	767,691	$	865,991

General and Administrative Expense		235,163		249,405		277,692		313,649		344,759

Income from Operations	$	313,811	$	345,361	$	405,439	$	454,042	$	521,232

Other Financial Data:
Holdco EBITDA⁽¹⁾	$	339,594	$	381,149	$	437,873	$	492,182	$	565,601
Holdco Adjusted EBITDA⁽¹⁾	$	361,948	$	397,629	$	456,672	$	511,609	$	583,788
Holdco Adjusted EBITDAR⁽¹⁾	$	402,153	$	440,610	$	502,767	$	561,556	$	641,715
Depreciation and Amortization	$	25,783	$	35,788	$	32,434	$	38,140	$	44,369

Cash Flow Data:
Net Cash Provided by Operating Activities	$	193,989	$	192,339	$	291,786	$	287,273	$	339,036
Capital Expenditures		40,387		70,093		63,282		58,555		90,011

Holdco Free Cash Flow⁽²⁾	$	153,602	$	122,246	$	228,504	$	228,718	$	249,025


(dollars in thousands)	As of December 29, 2013			As of December 28, 2014		As of January 3, 2016		As of January 1, 2017			As of December 31, 2017
Balance Sheets Data:
Cash and Cash Equivalents⁽³⁾	$	14,383		$	30,855	$	133,449	$	42,815		$	35,768
Restricted Cash and Cash Equivalents	$	125,453		$	120,954	$	180,940	$	126,496		$	191,762
Working Capital⁽³⁾	$	(28,524	)	$	41,799	$	45,714	$	(34,321	)	$	(10,267	)
Property, Plant and Equipment, Net	$	97,584		$	114,046	$	131,890	$	138,534		$	169,586
Total Assets	$	496,562		$	596,333	$	799,845	$	716,295		$	836,753
Total Debt Net of Debt Issuance Cost⁽⁴⁾	$	1,507,750		$	1,501,164	$	2,240,793	$	2,187,877		$	3,153,814
Total Liabilities	$	1,786,764		$	1,815,798	$	2,600,096	$	2,599,438		$	3,572,137

(1)	Holdco EBITDA, Holdco Adjusted EBITDA and Holdco Adjusted EBITDAR arenon-GAAP financial measures. The following table sets forth a reconciliation of Holdco EBITDA, Holdco Adjusted EBITDA and Holdco Adjusted EBITDAR to net income.

(2)	Holdco Free Cash Flow is anon-GAAP financial measure.

(3)	Excludes restricted cash and cash equivalents.

(4)	Includes current portion.


	Fiscal Years Ended
(dollars in thousands)	December 29, 2013		December 28, 2014			January 3, 2016		January 1, 2017		December 31, 2017
Reconciliations:
Net income	$	142,985	$	162,587		$	192,789	$	214,678	$	277,905
Interest expense, net		88,712		86,738			99,224		109,384		121,079
Provision for income taxes		82,114		96,036			113,426		129,980		122,248
Depreciation and amortization		25,783		35,788			32,434		38,140		44,369

Holdco EBITDA	$	339,594	$	381,149		$	437,873	$	492,182	$	565,601

Adjustments (less) plus:
Non-cash compensation expense		21,987		17,587			17,623		18,564		20,713
Loss (gain) on disposal of assets		367		(1,107	)		316		863		(3,148	)
Other adjustments		—		—			860		—		622

Holdco Adjusted EBITDA	$	361,948	$	397,629		$	456,672	$	511,609	$	583,788

Rent Expense		40,205		42,981			46,095		49,947		57,927

Holdco Adjusted EBITDAR	$	402,153	$	440,610		$	502,767	$	561,556	$	641,715

Domino's Pizza (DPZ) 8-KEntry into a Material Definitive Agreement