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Mail Stop 3561
January 5, 2006
Mr. David A. Brandon
Chief Executive Officer
Domino`s Pizza, Inc.
30 Frank Lloyd Wright Drive
Anne Arbor, Michigan 48106
RE: Domino`s Pizza, Inc.
Domino`s, Inc.
Form 10-K for Fiscal Year Ended January 2, 2005
Filed March 17, 2005
File No. 1-132242 and 333-74797
Dear Mr. Brandon:
We have reviewed your filing and have the following
comments. We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents. Where indicated, we
think you should revise your future filings disclosures in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for Fiscal Year Ended January 2, 2005
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 19
Contractual Obligations and Commitments, page 30
1. Please add interest payments related to your long-term debt to
the
table. Because the table is aimed at increasing transparency of
cash
flow, we believe these payments should be included in the table.
If
you choose not to include these payments, a footnote to the table
should clearly identify the excluded item and provide any
additional
information that is material to an understanding of your future
cash
requirements. See Item 303(a)(5) of Regulation S-K and Section
IV.A
and footnote 46 to the Commission`s MD&A Guidance issued December
19,
2003 available at www.sec.gov.
Notes to Consolidated Financial Statements, page 40
(1) Description of Business and Summary of Significant Accounting
Policies, page 40
Other Assets, page 41
2. Please disclose the nature of your investments in international
franchises. Please also quantify your ownership interest and your
policy for accounting for these investments.
Item 9A. Controls and Procedures, page 103
3. You state that your management evaluated the effectiveness of
your
disclosure controls and procedures, as defined in Exchange Act
Rule
13a-15 and 15d-15. However, your principal executive and
financial
officers only concluded that your disclosure controls and
procedures
were effective "in ensuring that information required to be
disclosed
in this annual report was recorded, processed, summarized and
reported within the time periods required by rules and regulations
of
the SEC." Please confirm for us, if true, that the same officers
concluded the controls and procedures were effective in
"ensur[ing]
that information required to be disclosed by an issuer in the
reports
that it files or submits under the Act is accumulated and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure." See Exchange Act Rule 13a-15(e). Revise
future filings accordingly.
Item 15. Exhibits, Financial Statement Schedules and Reports, page
107
4. Please revise your Form 10-K to include your ratio of earnings
to
fixed charges. Refer to Items 601(12) and 503(d) of Regulation S-
K.
Exhibits - Section 302 Certifications
5. We note that your certifications are not exactly consistent
with
the requirements of Item 601(b)(31) of Regulation S-K.
Specifically,
we note that disclosure 6. of your certifications is not part of
the
Item 601 certification requirements. Please revise your filings
to
delete disclosure 6. Please also ensure that disclosure 4. of
your
certifications references Exchange Act Rules 13a-15e and 15d-15e
rather than 13a-14 and 15d-14.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please understand that we may have additional comments after
reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding these comments,
please
direct them to Anthony Watson, Staff Accountant, at (202) 551-3318
or, in his absence, to me at (202) 551-3843.
Sincerely,
George F. Ohsiek, Jr.
Branch Chief
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Mr. David A. Brandon
Domino's Pizza, Inc.
January 5, 2006
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