Lynn M. Liddle – Executive Vice President of Communications and Investor Relations Wendy A. Beck – Executive Vice President, Chief Financial Officer David A. Brandon – Chief Executive Officer

John Glass – Morgan Stanley Jeffrey Bernstein – Barclays Capital Joseph Buckley – Banc of America John Ivankoe – J.P. Morgan [Unidentified Analyst] - Citi Tom Forte – Telsey Advisory Group Michael Wolleben - Sidoti & Co. Colin Guheen – Cowen and Company

Welcome everyone to the 2008 fourth quarter and year-end earnings call. (Operator Instructions) I would now like to turn the call over to Lynn Liddle, Executive Vice President of Communications and Investor Relations. Lynn M. Liddle: Thanks, Amber, and welcome everyone to our fourth quarter and year-end 2008 earnings call. As Amber outlined, we are going to open today with comments from our Chief Financial Officer, Wendy Beck, followed by comments from our Chief Executive Officer, David Brandon. We will be commenting a little bit on our 2009 outlook today, so I will refer you to our safe harbor statement which is in the 8-K and the 10-K for you to look at, and I would also ask that the media be in a listen-only mode this morning. To start out this morning, I’d like to introduce Wendy Beck, our Chief Financial Officer. Wendy A. Beck: As you will note from our filings this morning, we once again experienced challenges this quarter in our domestic environment while continuing our strong growth trends in our international division. Let’s start with the top line. We ask you to remember that revenues alone do not necessarily give you the complete picture of our top-line growth and instead consider global retail sales as a clearer gauge of overall sales and store growth performance. Our global retail sales increased 2.7% during the fourth quarter on a constant dollar basis. This was driven primarily by same-store sales growth in our international business and an increase in worldwide store counts of 47 net units during the fourth quarter and 149 net units over year-end 2007. Our international division has grown to comprise over 40% of our global retail sales. Looking at same-store sales, domestically our same-store sales decreased 3% for the quarter versus the fourth quarter of 2007. Company-owned stores decreased 2.2%, while franchise same-store sales decreased 3.1%. International same-store sales increased 4.5% marking the 60th consecutive quarter or 15 years of international same-store sales growth. As a result, our total revenues for the fourth quarter were $428.2 million, a $17.8 million or 4% decrease from prior year. Breaking down the decrease, our company-owned store revenues declined $15.1 million or 12.9%, the majority of which was due to a $13.5 million reduction of revenues from store divestitures in the quarter with the remainder of the decrease attributable to lower same-store sales. Domestic franchise revenues declined approximately $600,000 or 1.2% primarily due to lower same-store sales. International revenues declined $2.3 million or 5.2% due to the negative impact from foreign currency translations. As mentioned on our third quarter call, we anticipated a negative impact from foreign currency translation in the fourth quarter. This did negatively impact our royalty revenues by approximately $3.6 million in the fourth quarter and $1.9 million year to date. It also impacted our international supply chain revenues by $3.5 million in the fourth quarter with minimal impact year to date. This decline in international revenues was offset in part by higher same store sales and increased store counts. Domestic supply chain revenues were essentially flat in the fourth quarter. Lower supply chain volumes and a decrease in cheese prices were partially offset by increases in non-cheese commodities during the fourth quarter. However, there is an approximate 3-week lag between the change in the block price of cheese and our pricing to our stores. Therefore, we will see more of a benefit in 2009 from the recent reductions in price of cheese. : Additionally, a decrease in cheese prices also had a positive impact on the percent margin. Cheese prices are a pass-through commodity cost and therefore do not impact dollar margins, but do have an impact on percent margin. The average cheese block price in the fourth quarter was $1.79 per pound versus $2.01 last year or a 10.9% decrease. Additionally the supply chain percent margin benefited from reduced delivery frequency. Higher non-cheese commodities such as meat, chicken, and boxes in lower volumes offset the margin increases. Second, our company owned store operating margin declined 2.3% from the prior year period, which resulted in a six-tenths percent decline on our consolidated operating margins. Food and delivery costs accounted for a majority of the decline. Food cost as a percent of revenues were higher because of non-cheese commodity costs and a lower average ticket, partly due to our new sandwich platform and also more aggressive pricing. We are happy to accept the lower average ticket in return for the increased traffic we have received from our oven-baked sandwiches and other traffic building initiative. We have seen a recent softening in both cheese and fuel costs, and we will see more of the benefit of this on our company-owned store margins going forward. Now turning to our G&A expenses, G&A increased $1 million or 1.8% in the quarter versus the prior year. There were two items that affected comparability this prior quarter. A $1.8 million increase resulting from a gain recognized in 2007 on the sale of a corporate aircraft offset in part by $1.3 million of nonrecurring gains related to the sale of 22 stores primarily in Washington and California. Including the 22 stores sold during the fourth quarter, we have now sold 82 stores year to date. The details of these two items are also outlined in the items affecting comparability table in the earnings release. Excluding these items that affected comparability, G&A increased $500,000 versus the prior year quarter due primarily to a $2.5 million increase in bad debt expense in the fourth quarter. While we did experience higher than historical levels of bad debt expense in ’08, the company continued to collect over 99% of domestic franchise royalty and domestic supply chain receivables in fiscal 2008. We collected nearly 100% of our international royalty and supply chain receivables. Additionally, given the two years of salary freezes and no bonus payments, Dave graciously requested that the board approve an additional paycheck for all eligible team members excluding himself that was paid in the fourth quarter. As a result, this impacted G&A expense in the quarter by approximately $1.8 million. Offsetting these increases in the quarter were lower advertising, depreciation, and amortization expenses due to the store divestitures. Now, let’s look at our leverage. We have $1.7 billion in total debt, and given the uncertainty of today’s debt markets, we are very pleased to have our debt facility in place with a blended fixed cash interest rate of 6.06% through 2012 with two possible one-year extensions. As for our tax rates, our effective tax rate was 31.8% in the fourth quarter and 34.9% year to date as we continue to have tax reserve reversal. However, as previously indicated, we currently anticipate approximately a 40% normalized rate in the foreseeable future. Now, let’s look at bottomline earnings. Our fourth quarter diluted EPS as reported on a GAAP basis was $0.19 and remained at $0.19 when adjusted for items affecting comparability. The $0.19 as adjusted EPS figure is a $0.02 decrease from $0.21 in 2007. Our operating results negatively impacted us by $0.04 for the quarter including the negative impact of foreign currency. Our EPS benefited $0.01 from the lower share count primarily due to our share repurchases and also benefited $0.01 from the tax reserve reversals in the quarter versus 2007. As stated in our earnings release, we repurchased $136,600 shares of our common stock under the share repurchase program for $1.8 million during the quarter. Additionally on a year to date basis, we have returned $42.9 million to our shareholders and $97.3 million life to date under our share repurchase program. We have now completed 49% of our repurchase authorization. During the fourth quarter, we purposely built our cash reserve during these unprecedented economic times. Now, let’s look at our liquidity. As of the fourth quarter, we had $45.4 million of unrestricted cash. We believe that our current unrestricted cash balance and our expected ongoing free cash flow generation are more than sufficient to fund our operations for the foreseeable future. In addition, we had total borrowings available under the revolver of $60 million of which $37 million was committed under letters of credit resulting in $23 million readily available for borrowing, and we had no borrowings under the revolver. The company has historically not needed or used the revolver for working capital requirements. In closing, 2008 was a year filled with many challenges that negatively impacted our operating results. However, despite a challenging year, we continued to generate positive free cash flow $55.8 million for fiscal 2008 or over $1 million per week which highlights our continued ability to generate cash. We are very pleased with the continued growth in our international division with both strong sales and store growth. We have a proven business model that is resilient even during the challenging times. In addition, we are taking actions to ensure we are well positioned for growth when the domestic environment stabilizes. This concludes our financial updates. I’d now like to turn it over to Dave. David A. Brandon: Good morning everyone. I’m going to try to make my opening remarks as brief as possible to allow time for questions. Clearly, there’s a lot happening in our economy and in our industry and certainly here at Dominos Pizza. The year 2008 can best be described as a rebuilding year at our company. We continued to benefit from the growth and success being achieved by our international division; however, our domestic business was plagued with continued softness in traffic and sales while at the same time being hit with unprecedented costs increases in virtually every area of our business. Now weak teams kind of go into the bunker when adversity strikes and they wait and hope for things to change; my belief is that great teams respond to adversity in difficulties with energy and purpose and they do what needs to be done to fix their problems. I lead a great team here at Dominos and I’m convinced that we’re doing all of the necessary things to get our domestic business growing and going again. These initiatives that we have been working on for the past 18 months are starting to produce the results that we were expecting and we’re excited about that. In 2008, the financial markets imploded and we went from being a company that was being rewarded for our progressive and creative approach to managing and maximizing our capital structure to a company that was regularly being questioned about whether we were over-leveraged. We continue to believe that our capital structure is not only appropriate for our business model but it is optimal given the current situation in the capital markets generally. The more investors understand about our business model and the flexibility of our current debt structure, the more they recognize the significant upside in our company as a long-term investment. We have struggled in our domestic business for the past couple of years as has many in our industry and it has been a short-term negative impact on our growth and success as a company. However, the good news is that we continue to produce significant free cash flow as Wendy covered with you during this entire period, and we really demonstrated the resiliency of our business during what we considered to have been the worst of times. However, what is more important to focus on are the changes that we have made to make our business stronger and make our business better for the longer term, and they include a number of different aggressive initiatives that we have undertaken. As you all know, we changed our advertising agencies early last year, and in fact, have continued to develop a stronger and better partnership with Crispin Porter and Bogusky. We are extremely pleased with our new talent at Chief Marketing Officer, Russell Weiner. Prior to joining us, he headed up marketing for the Pepsi brand at Pepsi Co. He is a talented executive and is making a significant difference in our business already. We’ve launched two very important product platforms, Oven Baked Sandwiches and our Dominos American Legends pizzas and we’re excited about both of those new product platforms and the results that we’re achieving. We’re attacking new day parts. We now have all of our stores open at the lunch hour, and we’re working very hard to be a bigger player in the late night business, particularly with some of our new products. We have gone to a lot of work to strengthen our existing franchise system. Thus far, we have either removed or upgraded approximately 125 of the F rated franchisees that we started with a year ago when this imitative began, and they are more to come. We have also balanced that with recruiting new franchisees. We brought in 93 new franchisees in 2008 alone and that process continues. I’m extremely pleased with the leadership that is being provided with Asi Sheikh, our new Executive Vice President of Team USA. Asi has conducted a major housecleaning of market-based leadership in Team USA. He has reconstituted a team that is generating significant improvements in their results, and I have high expectations and confidence in what Team USA can achieve. We are fixing our share of voice weakness that we’ve discussed in the past by adding to our marketing spend through shifting more dollars back into national marketing, and we’ve also developed some strong relationships with strategic partners that have in fact added to the resources we have available for our national television spend. We’re undertaking new pricing initiatives to make better pricing decisions at both the market and the store level, and we’re already starting to see benefits from that initiative. We’ve implemented a stronger store audit program with a full dedicated auditing team which will force a higher level of operational accountability across all of our domestic stores, and we know this is going to give us terrific advantages in the months and years ahead. We’re also launching a new franchise re-certification process which we call a high-performance franchisee training and development program that is going to reach 99% or more of our domestic franchise base in 2009. We’re putting a tremendous amount of emphasis on making sure that we’ve got the right franchises and they are trained and ready to go out and execute in the environment in which we work. We have implemented a number of cost efficiency programs in both the purchasing side of our business as well as the execution and operational side of our supply chain division, and we have a number of other exciting initiatives that I am not prepared to discuss publicly yet, but you’ll be hearing more about as the year unfolds. Now, based on the uncertain economic times in which we live and the times in which we are operating our business, I want to share with you everything I possibly can regarding what we know and believe about 2009. Doing a budget forecast for 2009 was more difficult than any time I can remember. Anyone who claims to know what is going to happen in the domestic economy in 2009 is someone to avoid. However, our approach in preparing our 2009 was simply this; to prepare for the worst and hope for the best. We have never given earnings guidance on a quarterly or annual basis, and we’re not going to start now. Instead, however, we have always given what we characterize as long-range expectations for our business, which many of you have heard multiple times, but for those of you who haven’t, they’ve always been to grow our domestic same-store sales between 1% and 3%, to grow our international same-store sales between 3% and 5%, and to have net store growth across the global system of between 200 and 250 stores. As we built the plan for 2009, given the economic uncertainty and the conservative approach that I have already discussed, we’ve made the following assumptions. We assume that we will have a flat domestic same-store sales picture for the year; we are assuming that as it relates to the global economy that the range of positive same-store sales we will achieve in our international business is between 2% and 4%, and we’re assuming that we will have a net store growth this year of between 175 and 225 stores. Additionally, we are assuming that the lower commodity costs we are currently enjoying will continue to benefit us throughout the year. We are assuming that Team USA will have a much stronger year of EBITDA production. We assume that the negative impact on foreign exchange will negate most of the gains that we will generate in our international business, and we assume that we will have another year of Cap-Ex spending that will be at the low end of our stated annual range of between $20 million and $30 million. We have put a larger contingency in our budget plan than ever before to reflect the uncertainty and difficulties we may encounter as a result of the current economic environment. Now, it’s way too early in the year to even comment on the kind of EBITDA production we believe we can achieve for the year; however, we’re going to manage our business with a mind set that says our EBITDA production will be less than what we produced in 2008; and we believe that this conservative approach to how we approach the year and construct our 2009 plan is appropriate given the uncertainty of the current external environment. This will require us to be very conservative with our spending and cost management. The only two areas of significant new G&A investment in 2009 will be the implementation of our new field audit and franchise training process, and the investments we will be making in our people. After going nearly 2 years without salary increases for most of our team members, we have included a salary program for 2009 that will take effect during the second quarter of this year, and we will also budget as we always do, a team achievement bonus program, and we have had two consecutive years of no bonus for the majority of our team members, which has been appropriate based on the results; however, our Board Of Directors has once again set targets that will provide us an opportunity to earn a bonus for achieving our budget plan. The plan will have two potential payout periods; one for the first half of the year and one for the back half of the year. If EBITDA target thresholds are not met for either one of the half year periods, there of course will be no payout. Partial payments will be made for performance above threshold but less than target, and a 100% payout will be made for achieving the actual target itself. Now, in past years, our team achievement bonus program allowed for participants to earn more than 100% payout if the budget target plan was exceeded. This has been appropriately modified in this particular year to cap the payout at 100% in recognition of the difficulties associated with forecasting EBITDA targets during this volatile and unpredictable business cycle. The bonus program has always been an important component of our company’s compensation and retention program, and we’ll be working to reactivate it in 2009 by hitting our numbers. Finally, a comment on our cash management strategy; we plan to generate as much cash as possible, deploy it opportunistically and wisely, and strengthen our balance sheet. We have a clear long-range goal, and that is to meet the debt service coverage ratio required in 2012 to extend our current ABS financing and take advantage of the additional 2 years of interest only payment schedule that will be available to us. We have mapped out a plan to get us there, and I’m confident we will do so. So, to summarize, we’re preparing for the worst and hoping for the best. Despite some recent positive signs in our business, we continue to run the business as our worst time lie ahead. We’re fixing our domestic business, and although I really like our recent trends, the past few weeks have been among the best I have seen in quite some time. We intend to continue our efforts to grow our market share, outpace our competition, and regain our domestic sales momentum. Third, we are investing in our people. We have a great team here and I want to retain them. I want to motivate them to drive the kind of results that we are capable of achieving. And lastly, I want to continue to generate that all important free cash, deploy it wisely, and take full advantage of our current attractive financing by working to extend it as far into the future as possible. With that, Wendy and I would like to now pause and take any questions that you may have.

(Operator Instructions) The first question comes from John Glass with Morgan Stanley. John Glass - Morgan Stanley: I guess two questions on the top-line, Dave; first of all you mentioned clearly a couple of times being very pleased with recent top-line trends; I just want to clarify that, if you’re talking about kind of first quarter trends if you want to amplify at all, if you don’t I understand, but if you can amplify, can you at least talk about what you experienced in the fourth quarter as it relates to the incrementality of the Sub sandwiches, and I think there’s been some confusion, are they adding to sales or has it been a substitute for pizza orders, or may be as you settled out and have seen now those trends have established themselves, are you building traffic because of the Subs or are you growing comps, and may be if you could quantify how much the benefit really has been from that product. David A. Brandon: The strategy with oven-baked sandwiches was multi-faceted; first and importantly, we wanted to ensure that we got all of our stores open for lunch to open up in the day part. We’ve successfully achieved that, and obviously, sandwiches have put us in the lunch business in a material way and that’s been great. The second thing that we wanted to accomplish with sandwiches was to create something that could provide us the ability to attract new customers and generate traffic activity in our stores. After literally two years of declining traffic accounts which have been the fundamental issue that we’ve had in terms of getting back in a growth trajectory in our domestic business, the thing that I’m pleased to report is sandwiches has driven a significant improvement in our traffic trends which has gotten the phones ringing and affords us the ability to have more customers going through our stores, and that’s a good thing because when the phones are ringing, we can up-sell, we can substantially improve and increase that order and the profitability that goes along with it, and we can re-market to those customers once we identify them and get them on-board. The last thing that’s important about sandwiches is that it’s a great addition to our menu as we continue to expand and appeal to more people with the menu. We like the ratio of the number of sandwiches that are being purchased along with the pizza; in fact, I would tell you that that number although we really don’t want to disclose it publicly is bigger than what we anticipated and better than what we experienced in our test market. So, we’re seeing a number of people who are ordering pizza and sandwiches together which tells us that our menu is appealing to more family members, appealing to more people who are looking for more diversity in our menu, and we think that’s a positive thing. So, we love the impact that sandwiches have had and continue to have on our business. The next message that I will give you as it relates to the fourth quarter without getting into a level, the detail that we can’t go and don’t go, I will tell you that the trend that we experienced in the fourth quarter that is the most important for you to focus on is the closing of the gap between our franchise system and Team USA. If you recall, for the better part of the last 3 years, our corporate stores have led our franchise system by as many as 3% and 4% in terms of sales growth, and that’s a problem when you’re 93% franchised, and we’ve said all the way along that we can’t be successful unless our franchisees lead our success, and I think the thing that’s very noteworthy that started happening particularly in the latter part of the fourth quarter, and again I can’t comment specifically on what’s been going on in the first quarter, but the thing that I am thrilled about is that our franchise system is starting to gain momentum closing that gap, and that’s a very important thing for us as it relates to measuring how we get our momentum back in our domestic business. John Glass - Morgan Stanley: Just to clarify on the company side, down 2.2% in the fourth quarter, were your transaction accounts actually positive and you’re losing some on ticket because of the Subs, how does that dynamic work? David A. Brandon: Yes, you got it right. Our traffic accounts were positive; we’re going to give up as we enter the lunch business and come out with a $4.99 sandwich platform, obviously it’s going to have a certain amount of down pressure on our average ticket, but our traffic was positive, and believe me, that is a significant event based on trends over the last 2 or 3 years as mentioned. John Glass - Morgan Stanley: And are you willing to go as far to talk about what the swing has been in traffic from the third to the fourth quarter? David A. Brandon: We really have never split out traffic, and if we start to attribute that, I think we get into an area that we’re not comfortable with and one that we’re not particularly interested in feeding to our competition. John Glass - Morgan Stanley: And then, just one last question, on currency Wendy, you talked about currency impacting ’09 results, is there any way we can look at a relationship between your 2 or 3 major currencies and how it impacts your earnings per share, is there some sort of framework, 10% move or whatever it is and how much of that impacts your earnings? Wendy A. Beck: Specifically, John, we have told you in the past who our largest markets are, and it’s actually page 9 in the 10-K, just if you want to take a look at that, so you can kind of track that, we lay out the number of stores in each of our top 10 markets and you could probably track that, but then Dave also stated that if we anticipate any growth on the international side is going to be negated by our negative FX this year. David A. Brandon: That’s the assumption and one of the many difficulties of forecasting 2009 is to kind of know where the dollar is going and it’s relationship with these other currencies, but we’ve built a plan around the fact that the majority of the growth that we will achieve as a result of store openings and positive same-store sales in international, the majority of that will be offset by FX; we’re hoping we’re wrong, but that’s what we’re assuming.

Your next question comes from Jeffery Bernstein with Barclays Capital. Jeffery Bernstein - Barclays Capital: First on the re-franchising efforts and the expediting of unit sales to franchisees, Dave, I think you mentioned 125 F-rated franchisees that are now out; I think you’d originally targeted 250. Just wondering if you could the outlook for the remainder, whether you’re seeing it slow down obviously due to the current credit environment, whether you’re willing to extend more financing to those franchisees, and perhaps, how you’re measuring, now that those 125 are gone, how do you measure the benefit to comp or profits from those closures? David A. Brandon: I would tell you that the 125 that I referred to, a majority of those have left the system, but some of them have been turned around, and I only say that because there’s really two approaches that we have to this problem; one is to identify those F franchisees who want to and are capable of and are willing to get themselves turned around to the point where they can be reclassified, and thankfully, we’ve had a number of franchisees that fall into that category, and hopefully we will have more, but at the same token we’ve got other franchisees that can’t or won’t or aren’t willing to do what needs to be done and those are the ones that we’re changing, and we’ve shown a track record that proves that we’re willing and able to do that. That process will continue until I can report to that we no longer have any F franchisees, and we still do, but it’s a much smaller number and we continue to improve upon that as time goes forward. As it relates to how we dispose off those stores, obviously our first objective is to get them re-franchised with another stronger A or B ranked franchisee and that’s what we try to do. As our business improves that becomes easier because the margins at the store level are better, the cash flows are stronger, and frankly the optimism in the system improves to the point where many of our A and B franchisees are more accepting of the transaction and are more interested in growth, and so we believe that as we continue to build momentum and improve the business, it will be easier to get those transactions done. In the meantime, we are not taking significant investment decisions. We would rather, if we need to, take temporary closes and you should see the numbers we’ve shown a willingness to do that last year. We will continue to take temporary closes or permanent closes if need be as we reconfigure the portfolio of franchisees as we look at what’s best for the profitability of our franchise system and what’s best for the overall brand, and we manage that on a day-to-day basis, and we have a great team working on it every day in partnership with our franchisees to come up with the best solutions considering all those factors. Jeffery Bernstein - Barclays Capital: One or two follow-ups on the Analysts Day from October ’08: I know you laid out the goal and bare-case scenarios, not an official guidance, but just ranges. It looks like you’re now giving guidance for ’09 that comes near the lower end of those ranges; units happy to see near the higher end, and you gave some color on course. With that all said, I think you said you were projecting EBITDA to be down year over year. Just wondering where the FX rate is right now. Is there even a broad range for earnings when you’re talking about up or down? With all those parameters in place, how do you view earnings for ’09? David A. Brandon: I think if you refer back to what we talked about in terms of those three cases, our belief is based on what happened since October of last year in the world and in the economy, we would suggest that you build a model and base a budget on the bull case is probably an irresponsible act. I’m not going to tell you that anything’s impossible at this point, but we have tended to build our current assumptions and run the business as if we’re going to operate somewhere between the middle case and the bear case. Jeffery Bernstein - Barclays Capital: Is it correct to assume that you’re forecasting EBITDA down year over year; is that your best guesstimate with foreign exchange where it is right now? David A. Brandon: With foreign exchange where it is right now the plan as I mentioned, we’re going to run the business as if that were a possibility, but it’s way to early in the year and there are way too many things moving around for me to give you a crisp answer to that question. Jeffery Bernstein - Barclays Capital: Okay, and then lastly, a followup question on the prior question on foreign exchange. If rates were to remain where they are right now, I think you’d guided the fourth quarter saying it would have been like a $0.02 hit to the fourth quarter back then. If rates are where they are right now, what would you see is the impact in calendar ’09 earnings? David A. Brandon: I don’t have that number immediately available. Basically when we put the budget plan together, our assumption was based on some forward projections that we receive in terms of what the best thinking was as it relates to where the dollar was going to be against the major currencies that we’re involved with. So, the hypothetical scenario of this is that if the year played out the way the world is today and currencies the way today, I don’t specifically know what the number is, and I’m looking at Wendy and I don’t think she knows either. Wendy A. Beck: The other item that I would guide you with is that the top ten markets account for 80% of our international stores. So if you follow those currencies for those markets, I think it would help. Jeffery Bernstein - Barclays Capital: Okay, and then one last thing; the ’09 use of cash, I think, you had said at this point you’ve been building your cash position. Is it safe to assume that’s the plan going forward or whether you’d return to share purchase, or you’ve mentioned concerning return to dividend; it sounds like you’re not really lending much to franchisees, but use of cash, is it still the stock-pile mode at this point? David A. Brandon: We have stock piled a significant amount of cash. We’ve done that purposely as we indicated we would when last we were on the phone together and we felt that during this time period it’s the responsible thing to do. I think we have never telegraphed our intentions as it relates to what we’re going to do with our cash. I don’t think that’s in anybody’s best interest, but we’re going to do the same thing that we’ve done in the past and that is to consider what’s in the best interest of our shareholders. I would comment that one of the driving desires that we have is to take advantage of this wonderful financing that we have in place, with a slightly over 6% fixed rate with no traditional covenants or anything like that. It’s a very flexible piece of financing that we want to take advantage of for as long as possible and we know where we need to get to in the year 2012 to get those last two years to extend it. And we think that’s in the best interest of our shareholders and we think it’s a very responsible position for us to take in terms of managing our capital structure, and so one of the things that we’ll be doing is managing the business to achieve that objective. There are two ways to do that and likely we’ll take advantage of both. One of them is certainly to continue to grow our EBITDA and get back on a trajectory that affords us the ability to meet that debt service coverage ratio through our EBITDA production. The other way to improve our ratio is to buy back debt and reduce the denominator, if you will, of that calculation. So that’s certainly something that we’ll look at probably more carefully than we have in the past, but we’ll continue to consider all the alternatives in terms of the best use of our cash.

Your next question is from Joseph Buckley with Bank of America. Joseph Buckley - Bank of America: Just a followup on the possibility for the one-year extension. I know you talked a little bit about this back in October, but have you shared with or can you share with us the debt service coverage ratios critical to getting those extensions and where do you stand right now versus them? David A. Brandon: It’s a tricky thing because if we started releasing what the ratios are the next question is going to be how do we get to the ratios and at best we can lay it out for you that would require about a day and half conference call for us to get that right. And so, we really have never gotten to the point where we share with you specific ratios and what all goes into the calculation of those ratios. So, suffice to say Joe, what we know is where we need to be in terms of EBITDA and that’s the numerator in that calculation. We clearly understand the benefits of deploying some of our cash against buying back debt which improves the denominator of that calculation, and that’s how we’ve planned it out in terms of looking as part of our 5-year plan. Going further than that in terms of what the ratios are and then how those ratios are arrived at is just something that we don’t feel is going to be anybody’s best interest and it’s going to be real open to confusion. Joseph Buckley - Bank of America: Just a followup on that numerator and the denominator; given the fundamental performance ratios, how far uptrack are you on the EBITDA that you were thinking when this went into place? David A. Brandon: We were obviously a bit off because instead of growing EBITDA as we’ve expected we flattened out, but what I think a lot of people either get wrong or they purposely try to twist because they’re in the short-selling game is they try to position this as a less than flexible piece of financing and try to put it in the same basket as traditional bank borrowing where there are covenants and there are potential tripwires that are going to hurt the company and be damaging. The reality is as we’ve said over and over again is that one of the beautiful things about this financing is its flexibility and what it offers us in terms of room to have a year where we don’t grow as fast or even two years where we don’t grow as far and still give us plenty of room to meet our obligation. We’ve said many times that our EBITDA performance would have to drop by a huge amount, a multiple of any of the disappointments that we’ve achieved over the couple of years before we would even get to the first point that the financing would change and the only thing that would change about it is the amount of cash that would be trapped as part of the ABS would slightly increase and not to a level that would have any impact on our operations or our investment. I think we’ve framed that up and indicated that our EBITDA performance would have to drop by between $65 million and $75 million from the point in time that we put this in place before we would even get to the point where the first trigger would even be a factor. And so, it’s flexible, we don’t have covenant issues at all, what we’re talking about is opportunistically extending this very very attractive financing, and we know what we need to get there and that’s a very viable plan for us, something that we think is very achievable. Joseph Buckley - Bank of America: Okay, the buyback debt; does the debt trade publicly or would this be negotiated with holders? David A. Brandon: It doesn’t trade publicly but there are holders out there in today’s environment that we think probably have an interest in selling the debt, and from time to time we hear of opportunities in that regard, and that’s certainly something that we’ll consider. Joseph Buckley - Bank of America: Okay, and then why don’t we visit also the comment about managing as if EBITDA will be down preparing for the worst, hoping for the best; I want to clarify, the guidelines that you’ve given us for ’09, the ’09 outlook section of your release; if those things come in where you’re expecting them to come in, is EBITDA down year over year in ’09? I’m trying to see if that EBITDA down comment is part of your guidance or just a comment about how you’re managing the company in this environment. David A. Brandon: It’s a comment on how we’re managing the company. We don’t give guidance, we’re not going to give guidance, and part of the reason for that is I don’t have a clue in terms of where EBITDA is going to come in at. Obviously, we’re through the first two periods and so I have a little bit of a sense for the start that we’re off to, but I’m just not in a position right now to tell you one way or another whether EBITDA is going to grow, shrink, or be about the same. As we get further into the year, we’ll try to make more comment as it relates to that, but the whole purpose of sharing with you the assumptions of our budget plan is to show that we’re managing the business as though it’s going to be a very difficult environment in reflecting our spending and we’re making decisions based on those set of assumptions. Joseph Buckley - Bank of America: Okay, just wanted to make sure that wasn’t a guidance; so to speak. On the company versus franchise spread narrowing, you have a sequential improvement on the franchise side, which is much more significant than the company side in the fourth quarter, and I understand your about that being good, but I guess I’m curious what happened on the company side that it didn’t seem like the company side got as big a lift from the sandwiches perhaps as the franchise side? David A. Brandon: As you know we changed leadership and as I mentioned in my comments we drew the initiatives of our new leader and a whole different approach to Team USA. As you know we sold stores in a couple of markets, actually three markets, in the last year. So we reconfigured the portfolio. We took that opportunity to take a hard look at the management change and we changed out a significant amount of our market-based leadership, and I think there was probably some churn, and some negatives, that were a result of that reset. Having said what’s more important and more relevant is the reason that that differential between Team USA and the franchisees got down to about 1 point with a growing trend throughout the quarter and that is momentum in our franchise business, and I’m convinced that Asi and his team will do a great job in Team USA and I’ve already indicated I think they’re going to have a much better stronger year and we’re assuming that is part of our plan, but I also believe based on everything I’ve seen, that our franchise system is gaining momentum and is going to close that gap and have a much stronger year than we’ve seen in the recent past. Joseph Buckley - Bank of America: Okay, and in terms of using your cash. You are alluding to some of the things you might consider, but are there are any reinvestment needs for the business that is under consideration. I know you got your CapEx to be towards the low end of the range, and I know that you related to that question, but that was with restricted cash. Is there some point where the restricted cash in the balance sheet is freed up? David A. Brandon: I’ll talk about CapEx and I’ll let Wendy talk about restricted cash. As it relates to CapEx, we think in the times in which we live free cash flow is the most important thing we can manage and CapEx projects are being put under an even greater scrutiny to make sure that we’re covering the needs of the business, but that we’re not involved in projects that have a long payout or projects that are viewed as anywhere as near the word discretionary and so we really bolted that down. I would tell you that the CapEx budget for this year is less than it was last year and would be significantly less than what it was last year if it weren’t for one particular project. That’s around $4 million that I’ll more about later when I can, but it’s a project that we feel is going to have a very short payback and a very accretive nature as it relates to its impact on the business. I can’t go into the project right now because of a variety of confidentiality reasons, but if it weren’t for that one timer that’s got a very short payback, our CapEx disciplines this year are probably as conservative as they’ve been in my tenure here, and we think that’s appropriate. Wendy A. Beck: On your restricted cash question; of the $78.9 million in total restricted cash, the vast majority of that is actually accruing for our next interest payment, but there is a portion that is held in a reserve account, that’s required by the trustee that we do have the opportunity to have a portion released as our debt service coverage ratio increases, and that’s roughly about $17 million in the future that we could look to have released.

Your next question comes from John Ivankoe with J.P. Morgan. John Ivankoe - J.P. Morgan: Just a couple of real quick ones from me at this point. Could you elaborate a little bit more on the bad debt expense though I understand that that was non-payment of franchise royalties? David A. Brandon: That would be a combination of, to a large degree that would be a byproduct of some of the closures that we incurred, some of the housecleaning that we did as it relates to our franchise base. John Ivankoe - J.P. Morgan: Okay. I do understand or I have understood in the past that franchise royalties are actually extremely high and in preference even to the extent that there is an issue with the unit including bankruptcy. Is that the case? David A. Brandon: Clearly, if we have a franchisee turn in the keys and they owe our supply chain revenues that they’re behind and they owe royalties and in some cases advertising requirements, in some cases if we have a franchisee that turns in the keys we’re in a situation where we’re going to incur the brunt of whatever those obligations are that will obviously not be fulfilled. We try very hard in any kind of transactional mode to make sure we get rights on any proceeds that would go from a buyer to a seller to attach those proceeds in such a way that we get reimbursed for those obligations, but in the case of closures and when you’ve got an acceleration in the number of closures you’re going to have more exposure there. John Ivankoe - J.P. Morgan: Okay, understood. And secondly, on the distribution business and even factoring out some of the extra expense of the fourth quarter of 2007 from an operating income perspective it looked better from the release relative to my expectations; you’ve given less franchise stores and given negative comps. Was there anything else that happened in the distribution business in the fourth quarter that could have helped margins on reported operating income that was unique to the fourth quarter or in fact may even occur into 2009 as we think about modeling that specific segment for next year? Wendy A. Beck: One of the items that we received the benefit of was the reduced frequency of delivery. We are running our trucks less on the road. They’re making 2 or 3 deliveries a week which is down from the prior years, so that’s part of the benefit that you’re seeing. David A. Brandon: We made some formulation changes that afforded us the ability to adjust our delivery scheduled and to a large degree take many of our stores off a 3-delivery per week schedule to a 2-delivery per week schedule, which had a significant impact on our transportation costs. We’ve done some other things to try to leverage transportation to create efficiencies. I think our team in supply chain has done a wonderful job in creating those efficiencies when diesel fuel got up to the level it did. It really kind of forced us to rethink that whole model and how we could take miles out of the system, and we were able to do that, and when diesel fuel costs and transportation costs came down at the end of the year, that became a significant pickup, and it’s one that we continue to enjoy.

Your next question comes from the line of Greg Badishkanian from Citi. Unidentified Analyst - Citi: This is (inaudible) actually talking on behalf of Greg. David, a quick question for you, of the F franchisees that have recommitted to the brand, can you talk a little bit about the type of progress you are seeing from them, and then where would you say most of the low-hanging fruit is? Is it in pricing efficiencies? Is it in better local marketing strategies?

First of all, as it relates to the F franchisees, since we put them in their own category, we measure them every six ways to Sunday. We are looking at them from the standpoint of how are their same-store sales performing versus the rest of the system, how are their OER audits performing versus the rest of the system. We are managing their P&Ls very carefully, because we are talking to them regularly to see what’s going on in terms of their margin trends. We are putting extra attention in those stores to make sure that the product and the service and the image standards that we are hold dear are being executed. We are kind of all over them, so when I tell you that someone has rehabilitated themselves and gotten off the F list and onto the A or the B list, you should know that is not a subjective evaluation on our part. It is based on a very set list of objective criteria. As it relates to where is the low-hanging fruit, if it was any one thing we would have done it already. It’s a combination of a number of things, but here is the real deal, and the real deal is in our world, once we start to see traffic moving positively, great things can happen, because when the phones are ringing, there is a lot we can do to create momentum in this business, and make that order more profitable, and re-market to that customer, and all those things that we do very well. When the phones are silent, it is really hard to get yourself out of the tailspin, and the most important thing I have said today is the fact that particularly in the latter part of the fourth quarter, momentum began to build in terms of traffic. We started comping positively in terms of our traffic growth. I’ve indicated we feel very good and optimistic about what we have seen in the recent past, without getting into details, and all of that is the result of more customers getting involved in the brand, our stores having more customers at their disposal to work with, and that spells good things. Unidentified Analyst - Citi: Back in October you had mentioned that the financing markets for even A and B franchisees were essentially shut down. Has that changed at all since October or even January or February?

Yes. This is an answer based more anecdotally than anything specific, because it is very situational specific in terms of what deals we have gotten done, and where the financing has come from. I would say generally speaking the environment is slightly better, but still very tough. We’ve seen some transactions occur with some financing partners stepping up, probably more than I could talk about when we visited this issue in October, but I think it is still a very tough market in terms of main street having financing available for those small business owners who are looking for financing. The one thing that has happened though, as the business trends have started to improve and there is more optimism across our system, the larger players who can get some financing or in some cases can self-finance are really taking advantage of the opportunistic buys that are available from some of these F franchisees who are exiting the system. I could give examples of three or four markets where we’ve had strong operators with strong balance sheets come in and take over stores at prices that are ridiculously low and within a very short period of time create improvements where the cash-on-cash returns of that investment are going to be astronomical. We are starting to see that activity, and that is a very good thing, and it bodes well for the future.

The next question is from Tom Forte from Telsey Advisory Group. Tom Forte - Telsey Advisory Group: To what extent do you think the decrease in commodity prices, both diesel and cheese, is giving your franchisees a greater ability to be more aggressive on price? And then number two, how do you assess the consumer's appetite for a premium product in this environment, to the extent that you are rolling out the American Legends pizzas right now?

Commodity pricing is helping a lot, but I wouldn't say that commodity prices have changed the pricing structure at all. I think delivery charges are staying where they have been. I think menu prices have stayed where they have been. In fact, promotional price points, if you look at our current TV, we’re promoting at a higher price point than we have on TV in quite sometime with our Legends line of pizzas. And so I don't think we are seeing any kind of diminution on price, based on the roads that our franchisees have traveled over the last year, and not only our franchisees but everybody's franchisees. I think pricing discipline is probably higher than it has been in a long time, and consequently the reduction in commodities has improved margins, which is what is required, and so that is a good thing. The thesis that commodity prices are down and prices are going to fall at least to this point we haven't seen it, and I don't anticipate that in the near future. As it relates to the premium priced products, I think as we have discussed over and over again, our barbell strategy, we recognize that there are people out there that are looking for value price points and are looking for that value menu concept because that’s all they can afford, and we’ve talked a lot about what we are doing to address that. And there will be more to come on that, but value is a very important part of the equation. However, there are still a number of consumers out there who just want a great-tasting product and they are willing to pay a little bit more for something that is at a medium level where they still perceive a lot of value, but it’s value at a slightly higher price, and I am not in a position to comment on the experience that we are having currently with our Legends line, other than to tell you I am really glad that we are getting into that end of the business, because what we’ve seen has proven to us that there are customers out there that have looked at us for that from our brand and they are pleased to have it.

Your next question is from Michael Wolleben with Sidoti & Company. Michael Wolleben - Sidoti & Co.: I was wondering if you can address with the falling commodity costs is this relieving any pressures from franchisees that were on the cusp of closure or how is that really affecting their businesses?

If we can execute a year where commodity prices are anywhere as near reasonable, versus where they were a year ago, where commodity prices behave themselves, and I would say at current levels that is a fair characterization, if we can sustain these kind of levels throughout the year, and concurrently we can build some positive sales momentum, particularly in our franchise business, the combination of those two factors will accomplish two very important things. It will improve margins and will take some of our bottom 20% operators who have been living hand to mouth and have been working on margins that are so skinny that they question whether they can sustain themselves. Many of those operators will be benefited by improved margins and will continue to stay in the business and build their business. The concurrent issue though is that some of those low-margin smaller players who still feel as though the economics aren't working in their favor, the benefit of having a stronger margin, stronger cash-producing business model will give our larger players the confidence and the resources they need to buy up some of those stores, which oftentimes is an even more favorable outcome. Either one of those scenarios is positive for the brand. Either one of those scenarios would relieve pressure on closings, but if we can execute and get a more reasonable commodity market to work in our favor this year, those are likely outcomes. Michael Wolleben - Sidoti & Co.: Just looking at the openings in the quarter and back to the franchisee credit issue and the net closures that you guys expect here in 2009, 50 stores opened here in the fourth quarter. To get to that net closure number, can you give a breakdown on what you are expecting for openings and closings? Are closings going to be more than they were in '08, or would you expect that number to start to decline?

That is one of those really tough numbers, and I try not to throw numbers out there unless I have a fair level of confidence. I will have a better handle on that maybe mid year because I will see what’s going on with commodities and how things are going in terms of sales trends. We put a plan together, as I mentioned to you, that has net growth for our overall system of between 175 and 225 stores. The assumption is that we are going to rely heavily again on the international growth to carry the day. It assumes that we would have some net closings domestically, but whether it is as many as we did last year or more favorable than last year is just something at this early stage of the year is hard for me to peg for you, so that is a question you can ask me after the second quarter results, and I’ll have a better handle on how I really think the year is going to shape out. Michael Wolleben - Sidoti & Co.: I know you guys have usually stated the EBITDA cushion for the first cash relief trigger was 65 to 75 when you put that in place. What is that cushion at now, given 2008 EBITDA?

It is basically the same. It’s still in that range.

Exactly. It’s still in that range.

It’s still in that range based on the assumptions that we negotiated as part of the ABS at the beginning.

Your final question from Colin Guheen with Cowen and Company. Colin Guheen - Cowen and Co.: Getting back to 20% margins on the company side, given a less cyclical environment, is there anything structurally different in the category right now in the way the business is managed that may prevent to you get back to that 20% margin level in a more normal environment over time?

I don't think there is anything structurally going on. It is still a huge category. There are still stores being built. It is very relevant that we opened a bunch of new stores in 2008. It is like building a boat in the middle of a hurricane. There are still entrepreneurs out there who see a very large category called pizza where there is a lot of money to be made and margins and cash-on-cash returns can be as good or better than any other place in the QSR industry, and that is still there. There are still people who are willing to invest in that and build stores even in the worst of times. I think what is happening in our category right now is all positive. I think the fact that we are all working hard to expand our menu and appeal to more people and more day parts, with more price points, and more variety, the fact that we are all out there trying to stimulate traffic and interest in the category is a very positive thing. I believe the fact that we are all out there in our own way approaching this whole barbell strategy of trying to appeal to the lower end of the spectrum in terms of price expectations, at the same time, we are lifting quality and providing premium products to people who see value in those. I think what we are doing generally as a category is all positive and bodes well for the future. So the people out that are spewing negatives about whether people are going to keep eating pizza and whether this is a category that continues to be huge and provide a lot of potential for those of us who are competing in it, I think anybody who is out there trying to diminish those opportunities doesn't understand the business. But we are going through a period where there is a bit of a renewal and a reenergizing as it relates to the menu and the activity and the price points, and that’s going to be healthy, and I think means good things for the future for our franchisees as well as our brand. Colin Guheen - Cowen and Co.: Given your specific strategies, you believe that 20% company store margins are achievable in the future. There is not something in product mix or the way that new innovation has come around that can inhibit that?

Whenever you put a percentage to the future, I have a whole bunch of people that look at me and say we don't provide future guidance as it relates to percentages and expectations. I will just tell that you I think the business has the same kinds of profit opportunities in the next five years as we’ve seen in the past. There is nothing systemically or structurally that I see that precludes us from getting back into a level of cash flow production that we have enjoyed for many years, notwithstanding the disappointments of the last couple of years.

This concludes the Q&A portion of today's call. I would like to turn the call back over to Dave Brandon.

Well, we ran a little longer with Q&A than we normally do, but I think that is appropriate and I appreciate all of your good questions. We’ve tried to give you more information than we have in the past, in terms of what our thinking is going into 2009. We believe that the uncertainty of the times make that appropriate, and your job has got to be just as tough as ours as it relates to modeling and making investment decisions based on projections and forecasts, but hopefully we have provided you information that will assist you and be beneficial today. I can close by saying that I want to assure you that the Domino's team will be working with a lot of passion to build a stronger business for the future. We are excited about we have seen in the recent past and we hope to build on that, and I believe that I speak on behalf of our hundreds of franchisees in the domestic system that they are prepared to lead the way and we are prepared to partner with them to do that. We look forward to reporting on our first quarter results, and in the meantime, best wishes to all of you and thanks for joining us today.

This concludes today's 2008 fourth quarter and year-end earnings call. You may now disconnect.