(Unaudited; tabular amounts in millions, except percentages and store data)

The 2009 third quarter referenced herein represents the twelve-week period ended September 6, 2009, while 2008 third quarter represents the twelve-week period ended September 7, 2008. The 2009 first three quarters referenced herein represents the thirty-six week period ended September 6, 2009, while the 2008 first three quarters represents the thirty-six week period ended September 7, 2008.

Overview

We are the number one pizza delivery company in the United States and have a leading international presence. We operate through a network of Company-owned stores, all of which are in the United States, and franchise stores located in all 50 states and in more than 60 countries. In addition, we operate regional dough manufacturing and supply chain centers in the United States and Canada. In 2009, we converted one of our dough manufacturing and supply chain centers in the United States to a thin crust manufacturing and supply chain center. This facility will supply the majority of thin crust product for our domestic stores.

Our financial results are driven largely by retail sales at our Company-owned and franchise stores. Changes in retail sales are driven by changes in same store sales and store counts. We monitor both of these metrics very closely, as they directly impact our revenues and profits, and strive to consistently increase both same store sales and our store counts. Retail sales drive Company-owned store revenues, royalty payments from franchisees and supply chain revenues. Retail sales are primarily impacted by the strength of the Domino's PizzaŽ brand, the results of our marketing promotions, our ability to execute our store operating model, the overall global economic environment and other business strategies.

                                              Third Quarter             Third Quarter              First Three                First Three
                                                 of 2009                   of 2008               Quarters of 2009           Quarters of 2008
Global retail sales growth                    (1.9 )%                   +2.4 %                     (3.7 )%                    +4.2 %

Same store sales growth:
Domestic Company-owned stores                 (2.0 )%                   (3.4 )%                    (1.8 )%                    (2.2 )%
Domestic franchise stores                     +0.3 %                    (6.4 )%                    +0.2 %                     (6.0 )%

Domestic stores                                0.0 %                    (6.1 )%                     0.0 %                     (5.6 )%

International stores                          +2.7 %                    +5.4 %                     +4.5 %                     +7.0 %

Store counts (at end of period):
Domestic Company-owned stores                  481                       512
Domestic franchise stores                    4,456                     4,574

Domestic stores                              4,937                     5,086
International stores                         3,949                     3,640

Total stores                                 8,886                     8,726


Income statement data:

Total revenues                             $ 302.7       100.0 %     $ 323.6       100.0 %     $  941.2       100.0 %     $  996.9       100.0 %

Cost of sales                                219.6        72.5 %       244.9        75.7 %        683.2        72.6 %        742.4        74.5 %
General and administrative                    42.7        14.1 %        38.5        11.9 %        132.3        14.1 %        111.4        11.2 %


Income from operations                        40.5        13.4 %        40.2        12.4 %        125.7        13.4 %        143.1        14.4 %
Interest expense, net                        (24.5 )      (8.1 )%      (25.7 )      (7.9 )%       (76.9 )      (8.2 )%       (76.4 )      (7.7 )%
Other                                         14.3         4.7 %          -           -            48.4         5.1 %           -           -

Income before provision for income taxes      30.2        10.0 %        14.6         4.5 %         97.1        10.3 %         66.7         6.7 %
Provision for income taxes                    12.4         4.1 %         4.5         1.4 %         41.0         4.4 %         23.8         2.4 %

Net income                                 $  17.8         5.9 %     $  10.1         3.1 %     $   56.1         6.0 %     $   42.9         4.3 %

During the third quarter and first three quarters of 2009, we continued our trend of positive international same store sales growth and store count growth. Our domestic same stores sales were flat in both the third quarter and first three quarters of 2009, which we believe demonstrates the stability of our business during these tough economic times. We continued to experience net negative domestic store growth as a result of continued economic challenges and our continued efforts on exiting underperforming franchisees from the system. We also continuously evaluate our domestic Company-owned stores for viability. These evaluations have in the past led us to alter our store mix and may lead us in the future to close or refranchise additional stores. We believe all of these efforts will allow us to strengthen our overall system of stores. However, our international division continues to grow, which resulted in positive global store growth during the third quarter of 2009. We believe our new product platforms, investments made in the Company, including marketing and technology initiatives, and improved margins have positioned us well for the future.

Global retail sales, comprised of retail sales results at both our franchise and Company-owned stores worldwide, declined 1.9% in the third quarter of 2009 and declined 3.7% in the first three quarters of 2009. This was driven primarily by the negative impact of foreign currency exchange rates on our international sales. However, when excluding the impact of changes in foreign currency exchange rates, global retail sales increased during the third quarter and first three quarters of 2009, driven primarily by same store sales growth in our international markets as well as an increase in our worldwide store counts during the trailing four quarters. International same store sales growth reflected continued strong performance in the key markets where we compete. The third quarter and first three quarters of 2009 also benefited from same store sales growth in our domestic franchise stores which reflected the success of several initiatives, including the launch of two new product platforms: Domino's Breadbowl Pasta TM and Domino's American Legends TM pizzas, as well as the introduction of Domino's Chocolate Lava Crunch Cakes.

Revenues decreased $20.9 million, down 6.5% in the third quarter of 2009; and decreased $55.8 million, down 5.6% in the first three quarters of 2009. These decreases were a result of lower domestic supply chain revenues (driven primarily by lower cheese prices), lower Company-owned store revenues resulting from the impact of the store divestitures in 2008, and lower international revenues due to the impact of changes in foreign currency exchange rates.

Income from operations increased $0.3 million, up 0.5% in the third quarter of 2009; and decreased $17.4 million, down 12.2% in the first three quarters of 2009. The increase in the third quarter of 2009 was due primarily to higher margins in our Company-owned stores, domestic supply chain and international businesses as well as lower bad debt expense. The increase was offset in part by the impact of $1.8 million of gains recorded in the third quarter of 2008 on the sale of certain Company-owned stores, higher variable administrative labor and the negative impact of foreign currency exchange rates in our international business. The decrease in the first three quarters of 2009 was due primarily to higher income from operations in the first three quarters of 2008 during which the Company benefited from $13.0 million of gains on the sale of certain Company-owned stores to franchisees. The gains in the first three quarters of 2008 were offset in part by approximately $1.4 million of separation and other costs recorded related primarily to the Company's restructuring action. Additionally, the first three quarters of 2009 were negatively impacted by approximately $4.9 million of expenses incurred in connection with the stock option exchange program as well as the incremental expense and acceleration of expense for the retirement provision added to existing stock option agreements. Furthermore, the first three quarters of 2009 were negatively impacted by changes in foreign currency exchange rates affecting our international operations and higher variable administrative labor. These decreases were offset in part by higher margins in our Company-owned stores and domestic supply chain business in 2009.

Net income increased $7.7 million, up 76.6% in the third quarter of 2009; and increased $13.2 million, up 30.7% in the first three quarters of 2009. The increase in the third quarter of 2009 was due primarily to $14.3 million of pre-tax gains recorded on the extinguishment of debt, lower interest expense resulting primarily from our lower debt balances and the aforementioned increase in income from operations. The increase in the first three quarters of 2009 was due primarily to $48.4 million of pre-tax gains recorded on the extinguishment of debt. The impact of the gain was partially offset by the aforementioned decrease in income from operations.

Revenues



                                     Third Quarter         Third Quarter            First Three              First Three
                                        of 2009               of 2008            Quarters of 2009         Quarters of 2008
Domestic Company-owned stores       $   72.7    24.0 %    $   77.8    24.0 %    $    230.4     24.5 %    $    255.9     25.7 %
Domestic franchise                      34.3    11.3 %        34.7    10.7 %         106.9     11.4 %         106.9     10.7 %
Domestic supply chain                  163.2    53.9 %       177.8    55.0 %         509.2     54.1 %         533.6     53.5 %
International                           32.6    10.8 %        33.3    10.3 %          94.7     10.0 %         100.6     10.1 %

Total revenues                      $  302.7   100.0 %    $  323.6   100.0 %    $    941.2    100.0 %    $    996.9    100.0 %

Revenues primarily consist of retail sales from our Company-owned stores, royalties from our franchise stores and sales of food, equipment and supplies from our supply chain centers to the majority of our domestic franchise stores. Company-owned store and franchise store revenues may vary significantly from period to period due to changes in store count mix while supply chain revenues may vary significantly as a result of fluctuations in commodity prices, primarily cheese and meats.

Domestic Stores Revenues



                                     Third Quarter         Third Quarter            First Three              First Three
                                        of 2009               of 2008            Quarters of 2009         Quarters of 2008
Domestic Company-owned stores       $   72.7    67.9 %    $   77.8    69.2 %    $    230.4     68.3 %    $    255.9     70.5 %
Domestic franchise                      34.3    32.1 %        34.7    30.8 %         106.9     31.7 %         106.9     29.5 %

Domestic stores                     $  107.0   100.0 %    $  112.5   100.0 %    $    337.3    100.0 %    $    362.7    100.0 %

Domestic stores revenues decreased $5.5 million, down 4.9% in the third quarter of 2009; and decreased $25.4 million, down 7.0% in the first three quarters of 2009. These decreases were due primarily to the reduction of Company-owned store revenues resulting from the 2008 store divestitures and lower domestic Company-owned same store sales. These changes in domestic stores revenues are more fully described below.

Domestic Company-Owned Stores Revenues

Revenues from domestic Company-owned store operations decreased $5.1 million, down 6.6% in the third quarter of 2009; and decreased $25.5 million, down 9.9% in the first three quarters of 2009. These decreases were due primarily to the store divestitures in 2008 and lower same store sales. Domestic Company-owned same store sales decreased 2.0% in the third quarter of 2009; and decreased 1.8% in the first three quarters of 2009, compared to a decrease of 3.4% in the third quarter of 2008 and a decrease of 2.2% in the first three quarters of 2008. There were 481 Company-owned stores in operation at the end of the third quarter of 2009, versus 512 at the end of the third quarter of 2008.

Domestic Franchise Revenues

Revenues from domestic franchise operations decreased $0.4 million, down 1.1% in the third quarter of 2009, due primarily to a decrease in the average number of domestic franchise stores open during 2009. This was offset in part by higher same store sales. Domestic franchise revenues were flat in the first three quarters of 2009 resulting from higher same store sales, offset by a decrease in the average number of domestic franchise stores open during 2009. Domestic franchise same store sales increased 0.3% in the third quarter of 2009 and increased 0.2% in the first three quarters of 2009. This compared to a decrease of 6.4% in the third quarter of 2008 and a decrease of 6.0% in the first three quarters of 2008. There were 4,456 domestic franchise stores in operation at the end of the third quarter of 2009, versus 4,574 at the end of the third quarter of 2008.

Domestic Supply Chain Revenues

Revenues from domestic supply chain operations decreased $14.6 million, down 8.3% in the third quarter of 2009; and decreased $24.4 million, down 4.6% in the first three quarters of 2009. These decreases were due primarily to lower food prices, primarily cheese. The published cheese block price-per-pound averaged $1.19 in the third quarter of 2009 and averaged $1.21 in the first three quarters of 2009. This was down from $1.98 and $1.94 in the comparable periods in 2008. Had the 2009 average cheese prices been in effect during 2008, domestic supply chain revenues for the third quarter of 2008 would have been approximately $12.8 million lower than the reported 2008 amounts; and domestic supply chain revenues for the first three quarters of 2008 would have been approximately $37.6 million lower than the reported 2008 amounts.

International Revenues



                                       Third Quarter         Third Quarter             First Three               First Three
                                          of 2009               of 2008             Quarters of 2009          Quarters of 2008
International royalty and other       $   17.4    53.3 %    $   17.5    52.5 %    $    49.8        52.5 %    $     51.9     51.6 %
International supply chain                15.2    46.7 %        15.8    47.5 %         44.9        47.5 %          48.7     48.4 %

International                         $   32.6   100.0 %    $   33.3   100.0 %    $    94.7       100.0 %    $    100.6    100.0 %

International revenues consist primarily of royalties from our international franchise stores and to a lesser extent, international supply chain sales. Revenues from international operations decreased $0.7 million, down 2.1% in the third quarter of 2009; and decreased $5.9 million, down 5.9% in the first three quarters of 2009. These decreases were comprised of a $0.1 million decrease in the third quarter, and a $2.1 million decrease in the first three quarters, in royalty and other revenues and a $0.6 million decrease in the third quarter, and a $3.8 million decrease in the first three quarters, in supply chain revenues. The decreases in international royalty and other revenues were primarily due to the negative impact of changes in foreign currency exchange rates of approximately $2.3 million in the third quarter and approximately $9.3 million in the first three quarters, as a result of the strengthening of the U.S. dollar compared to the currencies in the international markets in which we compete. These decreases in international royalty and other revenues were offset in part by higher same store sales and an increase in the average number of international stores open during 2009. The decreases in international supply chain revenues were also primarily due to the negative impact of changes in foreign currency exchange rates.

On a constant dollar basis, same store sales increased 2.7% in the third quarter of 2009 and increased 4.5% in the first three quarters of 2009. This compared to an increase of 5.4% in the third quarter of 2008 and an increase of 7.0% in the first three quarters of 2008. On a historical dollar basis, same store sales decreased 9.3% in the third quarter of 2009 and decreased 12.7% in the first three quarters of 2009. This compared to an increase of 7.7% in the third quarter of 2008 and an increase of 12.1% in the first three quarters of 2008. The variance in our same store sales on a constant dollar basis versus a historical dollar basis further highlights the impact of the strengthening of the U.S. dollar. There were 3,949 international stores in operation at the end of the third quarter of 2009, versus 3,640 at the end of the third quarter of 2008.