Quarterly Report for Quarter Ending June 15, 2025 (Form 10-Q)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

The 2025 and 2024 second quarters referenced herein represent the twelve-week periods ended June 15, 2025 and June 16, 2024, respectively. The 2025 and 2024 two fiscal quarters referenced herein represent the twenty-four-week periods ended June 15, 2025 and June 16, 2024, respectively. In this section, we discuss the results of our operations for the second quarter and two fiscal quarters of 2025 as compared to the second quarter and two fiscal quarters of 2024.

Overview

Domino's is the largest pizza company in the world, with more than 21,500 locations in over 90 markets around the world as of June 15, 2025, and operates two distinct service models within its stores with a significant business in both delivery and carryout. We are a highly recognized global brand, and we focus on value while serving neighborhoods locally through our large worldwide network of franchise owners and U.S. Company-owned stores through both the delivery and carryout service models. We have been selling quality, affordable food to our customers since 1960. We became "Domino's Pizza" in 1965 and opened our first franchised store in 1967. Over more than 60 years, we have built Domino's into one of the most widely-recognized consumer brands in the world. We believe our commitment to value, convenience, quality and new products continues to keep consumers engaged with the brand.

We are primarily a franchisor, with approximately 99% of Domino's global stores owned and operated by our independent franchisees as of June 15, 2025. Franchising enables an individual to be a business owner and maintain control over all employment-related matters and pricing decisions, while also benefiting from the strength of the Domino's global brand and operating system with limited capital investment by us.

Domino's business model is straightforward: Domino's stores handcraft and serve quality food at a competitive price, with easy ordering access and efficient service, enhanced by our technological innovations. We also have agreements with Uber Technologies, Inc. and DoorDash, Inc. to allow customers to order Domino's products through their marketplaces. Our hand-tossed dough is made fresh and distributed to stores around the world by us and our franchisees.

Domino's generates revenues and earnings by charging royalties and fees to our franchisees. Royalties are ongoing percent-of-sales fees for use of the Domino's®brand marks. We also generate revenues and earnings by selling food and, to a lesser extent, other products to franchisees through our supply chain operations primarily in the U.S. and Canada and by operating a number of Company-owned stores in the U.S. Franchisees profit by selling pizza and other complementary items to their local customers. In our international markets, we generally grant geographical rights to the Domino's Pizza®brand to master franchisees. These master franchisees are charged with developing their geographical area, and they may profit by sub-franchising and selling food and, to a lesser extent, other products to those sub-franchisees, as well as by running pizza stores. We believe that everyone in the system can benefit from the franchise model, including the end consumer, who can purchase Domino's menu items for themselves and their family conveniently and economically.

Domino's business model can yield strong returns for our franchise owners and our Company-owned stores. It can also yield significant cash flows to us, through a consistent franchise royalty payment and supply chain revenue stream, through an asset-light model. We have historically returned cash to shareholders through dividend payments and share repurchases. Domino's financial results are driven largely by retail sales at our franchised and Company-owned stores. Changes in retail sales are primarily driven by same store sales growth and net store growth. We actively monitor both of these metrics, as they directly impact our revenues and profits, and we strive to consistently increase both metrics. Retail sales drive royalty payments from franchisees, as well as Company-owned store and supply chain revenues.

At Domino's, we believe we have a proven business model for success that has historically driven strong returns for our shareholders. Our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits. The strategic imperatives of our Hungry for MORE strategy are as follows:

Most Delicious Food:We believe we have the best pizza in the industry, and our menu has even more mouthwatering options beyond pizza. We will continue to showcase the breadth of our menu, while highlighting the deliciousness of our food through our innovative marketing promotions.

Operational Excellence:We are relentless in our focus on convenience, consistency and efficiency for our customers.

Renowned Value:We are committed to continuing to offer competitive pricing and personalized value for our customers that is innovative and memorable.

Enhanced by Best-in-Class Franchisees:Our franchisees play a vital role in driving results and excitement across the more than 90 markets in which we operate.

Second Quarter of 2025 Highlights

As discussed above, our Hungry for MORE strategy aims to generate MORE sales, MORE stores and MORE profits.

Two Fiscal Quarters of 2025 Highlights

Excluding the negative impact of foreign currency, Domino's experienced global retail sales growth during the second quarter and two fiscal quarters of 2025, driven by same store sales growth, as well as net store growth during the trailing four quarters in both our U.S. and international businesses. Overall, we believe our global retail sales growth, excluding foreign currency impact, marketing initiatives, operations and emphasis on technology have combined to strengthen our brand. These financial and statistical measures are described in additional detail below.

Statistical Measures

The tables below outline certain statistical measures we utilize to analyze our performance. This historical data is not necessarily indicative of results to be expected for any future period.

Global Retail Sales

Global retail sales is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Global retail sales refers to total worldwide retail sales at Company-owned and franchised stores. We believe global retail sales information is useful in analyzing revenues because franchisees pay royalties and, in the U.S., advertising fees that are based on a percentage of franchise retail sales. We review comparable industry global retail sales information to assess business trends and to track the growth of the Domino's Pizza brand, and we believe they are indicative of the financial health of our franchisee base. In addition, supply chain revenues are directly impacted by changes in franchise retail sales in the U.S. and Canada. As a result, sales by Domino's franchisees have a direct effect on our profitability. Retail sales for franchised stores are reported to us by our franchisees and are not included in our revenues. The amounts below are presented in millions of U.S. dollars.

Global Retail Sales Growth, Excluding Foreign Currency Impact

Global retail sales growth, excluding foreign currency impact is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Global retail sales growth, excluding foreign currency impact is calculated as the change of international local currency global retail sales against the comparable period of the prior year. Changes in global retail sales growth, excluding foreign currency impact are primarily driven by same store sales growth and net store growth.

Same Store Sales Growth

Same store sales growth is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Same store sales growth is calculated for a given period by including only sales from stores that also had sales in the comparable weeks of both periods. International same store sales growth is calculated similarly to U.S. same store sales growth. Changes in international same store sales are reported on a constant dollar basis, which reflects changes in international local currency sales. Same store sales growth for transferred stores is reflected in their current classification.

U.S. same store sales increased 3.4% in the second quarter of 2025, rolling over an increase in U.S. same store sales of 4.8% in the second quarter of 2024. U.S. same store sales increased 1.4% in the two fiscal quarters of 2025, rolling over an increase in U.S. same store sales of 5.2% in the two fiscal quarters of 2024. The increase in U.S. same store sales in the second quarter of 2025 was driven by higher customer transaction counts and an increase in average ticket, each driven in part by the launch of our Parmesan Stuffed Crust in the U.S. The increase in U.S. same store sales in the two fiscal quarters of 2025 was driven by an increase in average ticket. International same store sales (excluding foreign currency impact) increased 2.4% in the second quarter of 2025, rolling over an increase in international same store sales (excluding foreign currency impact) of 2.1% in the second quarter of 2024. International same store sales (excluding foreign currency impact) increased 3.0% in the two fiscal quarters of 2025, rolling over an increase in international same store sales (excluding foreign currency impact) of 1.5% in the two fiscal quarters of 2024. The increases in international same store sales in both the second quarter and two fiscal quarters of 2025 were driven by higher customer transaction counts.

Store Growth Activity

Net store growth is a commonly used statistical measure in the quick-service restaurant industry that is important to understanding performance. Net store growth is calculated by netting gross store openings with gross store closures during the period. Transfers between Company-owned stores and franchised stores are excluded from the calculation of net store growth.

Income Statement Data

Revenues

Revenues primarily consist of retail sales from our Company-owned stores, royalties and fees and advertising contributions from our U.S. franchised stores, royalties and fees from our international franchised stores and sales of food and, to a lesser extent, other products from our supply chain centers to substantially all of our U.S. franchised stores and certain international franchised stores. Company-owned store and franchised store revenues may vary from period to period due to changes in store count mix. Supply chain revenues may vary significantly from period to period as a result of fluctuations in commodity prices as well as the mix of products we sell.

Consolidated revenues increased $47.4 million, or 4.3%, in the second quarter of 2025 as compared to the second quarter of 2024, and consolidated revenues increased $74.8 million, or 3.4%, in the two fiscal quarters of 2025 as compared to the two fiscal quarters of 2024, primarily due to higher supply chain revenues, higher U.S. franchise royalties and fees and higher U.S. franchise advertising revenues. The increase in supply chain revenues was primarily attributable to an increase in our food basket pricing as well as higher order volumes, but was partially offset by a shift in the relative mix of products we sell and the transition of our equipment and supplies business to a third-party supplier. The increases in U.S. franchise royalties and fees and U.S. franchise advertising revenues were driven primarily by same store sales growth and net store growth during the trailing four quarters. U.S. franchise advertising revenues also increased as a result of a decrease in advertising incentives related to certain brand promotions and the increase in the advertising contribution rate in the two fiscal quarters of 2025. These changes in revenues are described in more detail below.

U.S. Stores

U.S. Company-owned Stores

Revenues from U.S. Company-owned store operations increased $0.2 million, or 0.2%, in the second quarter of 2025 primarily due to higher same store sales, but this increase was offset by the refranchising of 36 stores in the Maryland market in May of 2025. Revenues from U.S. Company-owned store operations decreased $0.8 million, or 0.5%, in the two fiscal quarters of 2025 primarily due to the refranchising of 36 stores in the Maryland market.

U.S. Company-owned same store sales increased 2.6% in the second quarter of 2025 and increased 4.5% in the second quarter of 2024. U.S. Company-owned same store sales declined 0.2% in the two fiscal quarters of 2025 and increased 6.5% in the two fiscal quarters of 2024.

U.S. Franchise Royalties and Fees

Revenues from U.S. franchise royalties and fees increased $8.7 million, or 5.9%, in the second quarter of 2025, and increased $9.2 million, or 3.1%, in the two fiscal quarters of 2025, primarily due to higher same store sales and an increase in the average number of U.S. franchised stores open during the period resulting from net store growth.

U.S. franchise same store sales increased 3.4% in the second quarter of 2025 and increased 4.8% in the second quarter of 2024. U.S. franchise same store sales increased 1.5% in the two fiscal quarters of 2025 and increased 5.2% in the two fiscal quarters of 2024.

U.S. Franchise Advertising

Revenues from U.S. franchise advertising increased $7.2 million, or 5.8%, in the second quarter of 2025 primarily as a result of higher same stores sales and an increase in the average number of U.S. franchised stores open during the period resulting from net store growth. Revenues from U.S. franchise advertising increased $20.9 million, or 8.9%, in the two fiscal quarters of 2025 primarily due to a decrease in advertising incentives related to certain brand promotions, the return to the standard 6.0% advertising contribution rate at the beginning of the second quarter of 2024 following the end of the temporary reduction to 5.75%, an increase in the average number of U.S. franchised stores open during the period resulting from net store growth and higher same store sales.

Supply Chain

Supply chain revenues increased $27.8 million, or 4.2%, in the second quarter of 2025, and increased $38.5 million, or 2.9%, in the two fiscal quarters of 2025, each due to an increase in our food basket pricing to stores, as well as higher order volumes. These increases were partially offset by a shift in the relative mix of products we sell and the transition of our equipment and supplies business to a third-party supplier. Our food basket pricing to stores increased 4.8% in both the second quarter of 2025 and two fiscal quarters of 2025, which resulted in an estimated $45 million increase in supply chain revenues in the second quarter of 2025, and an estimated $82 million increase in the two fiscal quarters of 2025. The food basket pricing change, a statistical measure utilized by management, is calculated as the percentage change of the food basket (including both food and cardboard products) purchased by an average U.S. store (based on average weekly unit sales) from our U.S. supply chain centers against the comparable period of the prior year. We believe this measure is important to understanding Company performance because as our food basket prices fluctuate, our revenues, cost of sales and gross margin percentages in our supply chain segment also fluctuate.

International Franchise Royalties and Fee Revenues

Revenues from international franchise royalties and fees increased $3.5 million, or 4.7%, in the second quarter of 2025, and increased $7.1 million, or 4.8% in the two fiscal quarters of 2025, primarily due to an increase in the average number of international franchised stores open during the period resulting from net store growth and same store sales growth (excluding foreign currency impact), but these increases were partially offset by the negative impact of changes in foreign currency exchange rates of approximately $0.2 million in the second quarter of 2025 and $3.4 million in the two fiscal quarters of 2025. The impact of changes in foreign currency exchange rates on international franchise royalty revenues, a statistical measure utilized by management, is calculated as the difference in international franchise royalty revenues resulting from translating current year local currency results to U.S. dollars at current year exchange rates as compared to prior year exchange rates. We believe this measure is important to understanding Company performance given the significant variability in international franchise royalty revenues that can be driven by changes in foreign currency exchange rates.

International franchise same store sales increased 2.4% in the second quarter of 2025 and increased 2.1% in the second quarter of 2024, each excluding the impact of foreign currency exchange rates. International franchise same store sales increased 3.0% in the two fiscal quarters of 2025 and increased 1.5% in the two fiscal quarters of 2024, each excluding the impact of foreign currency exchange rates.

Cost of Sales / Gross Margin

Consolidated cost of sales consists of U.S. Company-owned store and supply chain costs incurred to generate related revenues. Components of consolidated cost of sales primarily include food and labor costs, as well as other costs including delivery, occupancy costs (including rent, telephone, utilities and depreciation) and insurance expense. Consolidated gross margin (which we define as revenues less cost of sales) increased $24.0 million, or 5.5%, in the second quarter of 2025, and increased $45.2 million, or 5.3%, in the two fiscal quarters of 2025, due primarily to higher global franchise royalty revenues as discussed above, as well as gross margin dollar growth within supply chain, discussed below. Franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on gross margin. Additionally, as food basket prices fluctuate, revenues, cost of sales and gross margin percentages in our supply chain segment also fluctuate, and further, cost of sales, gross margins and gross margin percentages for our U.S. Company-owned stores also fluctuate.

As a percentage of revenues, consolidated gross margin increased 0.5 percentage points to 40.3% in the second quarter of 2025 from 39.8% in the second quarter of 2024. Consolidated gross margin, as a percentage of revenues, increased 0.7 percentage points to 40.1% in the two fiscal quarters of 2025 from 39.4% in the two fiscal quarters of 2024. U.S. Company-owned store gross margin decreased 2.0 and 1.7 percentage points in the second quarter and two fiscal quarters of 2025, respectively. Supply chain gross margin increased 0.5 percentage points in both the second quarter and two fiscal quarters of 2025. Changes in the significant components of gross margin are described in more detail below.

U.S. Company-Owned Store Gross Margin

U.S. Company-owned store gross margin (which does not include certain store-level costs such as royalties and advertising) decreased $1.8 million, or 11.2%, in the second quarter of 2025 and decreased $3.3 million, or 10.3%, in the two fiscal quarters of 2025. As a percentage of store revenues, U.S. Company-owned store gross margin decreased 2.0 percentage points in the second quarter of 2025 and decreased 1.7 percentage points in the two fiscal quarters of 2025. These changes in gross margin as a percentage of revenues are discussed in additional detail below.

Supply Chain Gross Margin

Supply chain gross margin increased $6.4 million, or 8.5%, in the second quarter of 2025, and increased $11.5 million, or 7.7%, in the two fiscal quarters of 2025. As a percentage of supply chain revenues, supply chain gross margin increased 0.5 percentage points in both the second quarter and two fiscal quarters of 2025. These changes in gross margin as a percentage of revenues are discussed in additional detail below.

General and Administrative Expenses

General and administrative expenses decreased $8.3 million, or 7.2%, in the second quarter of 2025 primarily due to expenses related to our Worldwide Rally in the second quarter of 2024 that takes place every two years, which did not reoccur in 2025. General and administrative expenses decreased $0.3 million, or 0.1%, in the two fiscal quarters of 2025 primarily due to expenses related to our Worldwide Rally in the second quarter of 2024, as discussed above, but this decrease was partially offset by approximately $5 million in severance expenses associated with an organizational realignment that took place in the first quarter of 2025.

U.S. Franchise Advertising Expenses

U.S. franchise advertising expenses increased $7.2 million, or 5.8%, in the second quarter of 2025, and increased $20.9 million, or 8.9%, in the two fiscal quarters of 2025, consistent with the increase in U.S. franchise advertising revenues, as discussed above. U.S. franchise advertising costs are accrued and expensed when the related U.S. franchise advertising revenues are recognized, as our consolidated not-for-profit advertising fund is obligated to expend such revenues on advertising and other activities that promote the Domino's brand, and these revenues cannot be used for general corporate purposes.

Refranchising (Gain) Loss

During the second quarter of 2025, we refranchised 36 U.S. Company-owned stores in Maryland for net proceeds of $8.5 million. The pre-tax refranchising gain associated with the sale of the related assets and liabilities, including a $1.4 million reduction in goodwill, was $3.9 million and was recorded in refranchising gain in our condensed consolidated statements of income.

During each of the first and second quarters of 2024, we refranchised one U.S. Company-owned store for proceeds of less than $0.1 million each. The pre-tax refranchising loss associated with the sale of the related assets and liabilities, including goodwill, were approximately $0.1 million each and were recorded in refranchising loss in our condensed consolidated statements of income.

Other (Expense) Income

During the second quarter and two fiscal quarters of 2025, we recorded a total net $16.0 million pre-tax realized and unrealized loss and a total net $8.1 million pre-tax realized and unrealized gain, respectively, on our investment in DPC Dash (refer to Note 5 of the condensed consolidated financial statements). During the second quarter and two fiscal quarters of 2024, we recorded an $11.4 million pre-tax unrealized gain and a $7.3 million pre-tax unrealized loss, respectively, on our investment in DPC Dash. The recorded amount of our investment is based on the active exchange quoted price for the equity security.

Interest Expense, Net

Interest expense, net increased $0.3 million, or 0.8%, in the second quarter of 2025, and decreased $0.2 million, or 0.2%, in the two fiscal quarters of 2025.

Our weighted average borrowing rate was 3.8% in each of the second quarters and two fiscal quarters of 2025 and 2024.

Provision for Income Taxes

Provision for income taxes increased $12.1 million, or 48.5%, in the second quarter of 2025 due to a higher effective tax rate. The effective tax rate increased to 22.1% during the second quarter of 2025 as compared to 15.0% in the second quarter of 2024, driven primarily by a 6.8 percentage point unfavorable change in the impact of excess tax benefits from equity-based compensation.

Provision for income taxes increased $31.2 million, or 63.9% in the two fiscal quarters of 2025 due to a higher effective tax rate, as well as higher income before provision for income taxes. The effective tax rate increased to 22.2% during the two fiscal quarters of 2025 as compared to 15.4% in the two fiscal quarters of 2024, driven primarily by a 5.7 percentage point unfavorable change in the impact of excess tax benefits from equity-based compensation.

Segment Income

We evaluate the performance of our reportable segments and allocate resources to them based on earnings before interest, taxes, depreciation, amortization and other, referred to as Segment Income. Segment Income for each of our reportable segments is summarized in the table below.

U.S. Stores

U.S. stores Segment Income increased $4.5 million, or 3.5%, in the second quarter of 2025, primarily due to higher U.S. franchise royalties and fees revenues, as discussed above. This increase was partially offset by the $1.8 million decrease in U.S. Company-owned store gross margin, as discussed above. U.S. stores Segment Income increased $0.2 million, or 0.1%, in the two fiscal quarters of 2025, primarily due to higher U.S. franchise royalties and fees revenues, but this increase was offset by the $3.3 million decrease in U.S. Company-owned store gross margin, as discussed above, as well as a shift in the relative mix of labor cost associated with internally developed software.

U.S. franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on U.S. stores Segment Income. U.S. franchise advertising costs are accrued and expensed when the related U.S. franchise advertising revenues are recognized and had no impact on U.S. stores Segment Income.

Supply Chain

Supply chain Segment Income increased $9.2 million, or 14.2%, in the second quarter of 2025, primarily due to the $6.4 million increase in supply chain gross margin discussed above. Supply chain Segment Income increased $17.5 million, or 13.5%, in the two fiscal quarters of 2025, primarily due to the $11.5 million increase in supply chain gross margin discussed above.

International Franchise

International franchise Segment Income increased $6.5 million, or 11.0%, in the second quarter of 2025, and increased $10.9 million, or 9.2%, in the two fiscal quarters of 2025 primarily due to higher international franchise royalties and fees revenues, as discussed above. In addition, lower general and administrative expenses also contributed to the increase in international franchise Segment Income in both the second quarter and two fiscal quarters of 2025. The decrease in general and administrative expenses primarily related to our Worldwide Rally in the second quarter of 2024, as discussed above. International franchise revenues do not have a cost of sales component, so changes in these revenues have a disproportionate effect on international franchise Segment Income.

Liquidity and Capital Resources

Historically, our receivable collection periods and inventory turn rates are faster than the normal payment terms on our current liabilities resulting in efficient deployment of working capital. We generally collect our receivables within three weeks from the date of the related sale and we generally experience multiple inventory turns per month. In addition, our sales are not typically seasonal, which further limits variations in our working capital requirements. As of June 15, 2025, we had negative working capital totaling $894.7 million, primarily due to the current portion of long-term debt (see discussion below, as well as Note 6 to the condensed consolidated financial statements). Our working capital amount excludes restricted cash and cash equivalents of $211.7 million, advertising fund assets, restricted, of $123.1 million and advertising fund liabilities of $120.8 million. Working capital includes total unrestricted cash and cash equivalents of $272.9 million.

Our primary sources of liquidity are cash flows from operations and availability of borrowings under our variable funding notes. During the second quarter and two fiscal quarters of 2025, we experienced an increase in both U.S. and international retail sales (excluding foreign currency impact). Additionally, both our U.S. and international businesses grew store counts during the second quarter and two fiscal quarters of 2025. These factors contributed to our continued ability to generate positive operating cash flows. In addition to our cash flows from operations, we have two variable funding note facilities. These facilities include our Series 2022-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the "2022 Variable Funding Notes"), which allows for advances of up to $120.0 million, as well as our Series 2021-1 Variable Funding Senior Secured Notes, Class A-1 Notes (the "2021 Variable Funding Notes," and, together with the 2022 Variable Funding Notes, the "2022 and 2021 Variable Funding Notes"), which allows for advances of up to $200.0 million and certain other credit instruments, including letters of credit. The letters of credit primarily relate to our casualty insurance programs. As of June 15, 2025, we had no outstanding borrowings and $263.6 million of available borrowing capacity under our 2022 and 2021 Variable Funding Notes, net of letters of credit issued of $56.4 million.

We expect to continue to use our unrestricted cash and cash equivalents, cash flows from operations, any excess cash from our recapitalization transactions and available borrowings under our 2022 and 2021 Variable Funding Notes to, among other things, fund working capital requirements, invest in our core business and other strategic opportunities, repay outstanding borrowings under our securitized debt, pay dividends and repurchase and retire shares of our common stock.

Our ability to continue to fund these items and continue to service our debt could be adversely affected by the occurrence of any of the events described under "Risk Factors" in our 2024 Form 10-K. There can be no assurance that our business will generate sufficient cash flows from operations or that future borrowings will be available under our 2022 and 2021 Variable Funding Notes or otherwise to enable us to service our indebtedness, or to make anticipated capital expenditures. Our future operating performance and our ability to service, extend or refinance our outstanding senior notes and to service, extend or refinance our 2022 and 2021 Variable Funding Notes will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

Restricted Cash

As of June 15, 2025, we had $161.4 million of restricted cash and cash equivalents held for future principal and interest payments and other working capital requirements of our asset-backed securitization structure, $50.1 million of restricted cash equivalents held in a three-month interest reserve as required by the indenture governing the securitized debt and $0.2 million of other restricted cash for a total of $211.7 million of restricted cash and cash equivalents. As of June 15, 2025, we also held $100.0 million of advertising fund restricted cash and cash equivalents which can only be used for activities that promote the Domino's brand.

Long-Term Debt

As of June 15, 2025, we had approximately $4.98 billion of long-term debt, of which $1.15 billion was classified as a current liability. As of June 15, 2025, our fixed rate notes from the recapitalizations we completed in 2021, 2019, 2018, 2017 and 2015 had original scheduled principal payments of $1.18 billion in the remainder of 2025, $39.3 million in 2026, $1.31 billion in 2027, $817.9 million in 2028, $631.0 million in 2029, $10.0 million in 2030 and $912.5 million in 2031. However, in accordance with our debt agreements, the payment of principal on our outstanding senior notes may be suspended if our Holdco Leverage Ratio is less than or equal to 5.0x total debt to Consolidated Adjusted EBITDA, each as defined in the indenture governing the securitized debt, and no catch-up provisions are applicable. As of the end of the second quarter of 2025 and the fourth quarter of 2024, we had a Holdco Leverage Ratio of less than 5.0x, and accordingly, the outstanding principal amounts of the Company's 2021 Notes, 2019 Notes, 2018 9.25-Year Notes and 2017 Ten-Year Notes (refer to Note 6 to the condensed consolidated financial statements) have been classified as long-term debt in our condensed consolidated balance sheet as of June 15, 2025 and December 29, 2024.

The anticipated repayment date for the 2018 7.5-Year Notes and the 2015 Ten-Year Notes (refer to Note 6 to the condensed consolidated financial statements) is October 2025 and accordingly, the outstanding principal amounts for these notes have been classified as current portion of long-term debt in the condensed consolidated balance sheet as of June 15, 2025 and December 29, 2024. The Company expects to refinance the 2018 7.5-Year Notes and the 2015 Ten-Year Notes prior to the anticipated repayment date. If the Company does not refinance the 2018 7.5-Year Notes and the 2015 Ten-Year Notes prior to the anticipated repayment date, additional interest of at least 5% per annum will accrue and the Company's cash flows other than technology fees and a weekly management fee to cover certain general and administrative expenses would be directed to the repayment of the securitized debt.

The notes are subject to certain financial and non-financial covenants, including a debt service coverage ratio calculation. The covenant requires a minimum coverage ratio of 1.75x total debt service to securitized net cash flow, each as defined in the indenture governing the securitized debt. In the event that certain covenants are not met, the notes may become due and payable on an accelerated schedule.

Share Repurchase Programs

Our share repurchase programs have historically been funded by excess operating cash flows, excess proceeds from our recapitalization transactions and borrowings under our 2022 and 2021 Variable Funding Notes.

During the second quarter and two fiscal quarters of 2025, we repurchased and retired 315,696 and 430,976 shares of our common stock under our Board of Directors-approved share repurchase program for a total of approximately $150.0 million and $200.0 million, respectively. As of June 15, 2025, we had a total remaining authorized amount for share repurchases of approximately $614.3 million.

Dividends

On April 23, 2025, our Board of Directors declared a $1.74 per share quarterly dividend on our outstanding common stock for shareholders of record as of June 13, 2025, which was paid on June 30, 2025. We had approximately $61.2 million accrued for common stock dividends at June 15, 2025. Subsequent to the end of the second quarter of 2025, on July 15, 2025, our Board of Directors declared a $1.74 per share quarterly dividend on our outstanding common stock for shareholders of record as of September 15, 2025, to be paid on September 30, 2025.

Sources and Uses of Cash

The following table illustrates the main components of our cash flows:

Operating Activities

Cash provided by operating activities increased $92.7 million in the two fiscal quarters of 2025, as a result of the positive impact of changes in operating assets and liabilities and a positive change in restricted advertising fund assets and liabilities. The positive impact of changes in operating assets and liabilities of $69.2 million primarily related to the timing of payments on accounts payable and accounts receivable in the two fiscal quarters of 2025 as compared to the two fiscal quarters of 2024. Additionally, the $26.5 million positive impact of changes in restricted advertising fund assets and liabilities in the two fiscal quarters of 2025 as compared to the two fiscal quarters of 2024 was a result of the timing and amount of advertising contributions and the timing and amount of payments for advertising activities. These increases were partially offset by lower net income, excluding non-cash adjustments. Net income increased $12.9 million; however, this increase was more than offset by non-cash adjustments of $15.9 million (primarily representing the changes in the total net realized and unrealized gains and losses associated with the remeasurement of the Company's investment in DPC Dash), resulting in an overall decrease to cash provided by operating activities in the two fiscal quarters of 2025 as compared to the two fiscal quarters of 2024 of $3.0 million.

Investing Activities

Cash provided by investing activities was $14.8 million in the two fiscal quarters of 2025, which primarily consisted of net proceeds from the sale of 4,200,000 ordinary shares of our investment in DPC Dash for $44.1 million and net proceeds of $8.5 million for the refranchising of 36 U.S. Company-owned stores in the Maryland market. These investing cash inflows were partially offset by $35.2 million of capital expenditures (driven primarily by investments in consumer and store technology, supply chain centers and corporate store operations).

Financing Activities

Cash used in financing activities was $261.3 million in the two fiscal quarters of 2025, which included the repurchase and retirement of $200.0 million in common stock under our Board of Directors-approved share repurchase program, as well as $3.0 million in excise tax payments related to our share repurchase programs. We also had tax payments for the vesting of restricted stock of $8.5 million, repayments of finance lease obligations of $1.9 million and dividend payments of $60.2 million. These uses of cash were partially offset by proceeds from the exercise of stock options of $12.3 million.

Critical Accounting Estimates

For a description of the Company's critical accounting estimates, refer to "Part II-Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2024 Form 10-K. The Company considers its most significant accounting policies and estimates to be long-lived assets, casualty insurance reserves and income taxes. There have been no material changes to the Company's critical accounting estimates since December 29, 2024.

Forward-Looking Statements

This filing contains various forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act") that are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. The following cautionary statements are being made pursuant to the provisions of the Act and with the intention of obtaining the benefits of the "safe harbor" provisions of the Act. You can identify forward-looking statements by the use of words such as "anticipates," "believes," "could," "should," "estimates," "expects," "intends," "may," "will," "plans," "predicts," "projects," "seeks," "approximately," "potential," "outlook" and similar terms and phrases that concern our strategy, plans or intentions, including references to assumptions. These forward-looking statements address various matters including information concerning future results of operations and business strategy, our anticipated profitability, estimates in same store sales growth, store growth and the growth of our U.S. and international business in general, our ability to service our indebtedness, our future cash flows, our operating performance, trends in our business and other descriptions of future events reflect the Company's expectations based upon currently available information and data. While we believe these expectations and projections are based on reasonable assumptions, such forward-looking statements are inherently subject to risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from our expectations are more fully described in our filings with the Securities and Exchange Commission, including under the section headed "Risk Factors" in our 2024 Form 10-K for the fiscal year ended December 29, 2024. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including but not limited to: our substantial indebtedness as a result of our recapitalization transactions and our ability to incur additional indebtedness or refinance or renegotiate key terms of that indebtedness in the future; the impact a downgrade in our credit rating may have on our business, financial condition and results of operations; our future financial performance and our ability to pay principal and interest on our indebtedness; the strength of our brand, including our ability to compete in the U.S. and internationally in our intensely competitive industry, including the food service and food delivery markets; our ability to successfully implement our growth strategy, including through our participation in the third-party order aggregation marketplace; labor shortages or changes in operating expenses resulting from increases in prices of food (particularly cheese), fuel and other commodity costs, labor, utilities, insurance, employee benefits and other operating costs or negative economic conditions; the effectiveness of our advertising, operations and promotional initiatives; shortages, interruptions or disruptions in the supply or delivery of fresh food products and store equipment; additional risks our international operations subject us to, which may differ in each country in which we and our franchisees do business; our ability and that of our franchisees to successfully operate in the current and future credit environment; the impact of social media or a boycott on our business, brand and reputation; the impact of new or improved technologies and alternative methods of delivery on consumer behavior; new product, digital ordering and concept developments by us, and other food-industry competitors; our ability to maintain good relationships with and attract new franchisees, and franchisees' ability to successfully manage their operations without negatively impacting our royalty payments and fees or our brand's reputation; our ability to successfully implement cost-saving strategies; changes in the level of consumer spending given general economic conditions, including interest rates, energy prices and consumer confidence or negative economic conditions in general; our ability and that of our franchisees to open new restaurants and keep existing restaurants in operation and maintain demand for new stores; the impact that widespread illness, health epidemics or general health concerns, severe weather conditions and natural disasters may have on our business and the economies of the countries where we operate; changes in foreign currency exchange rates; changes in income tax rates; our ability to retain or replace our executive officers and other key members of management and our ability to adequately staff our stores and supply chain centers with qualified personnel; our ability to find and/or retain suitable real estate for our stores and supply chain centers; changes in government legislation and regulations, including changes in laws and regulations regarding information privacy, payment methods, advertising and consumer protection and social media; adverse legal judgments or settlements; food-borne illness or contamination of products or food tampering or other events that may impact our reputation; data breaches, power loss, technological failures, user error or other cyber risks threatening us or our franchisees; the impact that environmental, social and governance matters may have on our business and reputation; the effect of war, terrorism, catastrophic events, other geopolitical or reputational considerations or climate change; our ability to pay dividends and repurchase shares; changes in consumer tastes, spending and traffic patterns and demographic trends; changes in accounting policies; and adequacy of our insurance coverage. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this filing might not occur. All forward-looking statements speak only as of the date of this filing and should be evaluated with an understanding of their inherent uncertainty. Except as required under federal securities laws and the rules and regulations of the Securities and Exchange Commission, or other applicable law, we will not undertake, and specifically disclaim, any obligation to publicly update or revise any forward-looking statements to reflect events or circumstances arising after the date of this filing, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on the forward-looking statements included in this filing or that may be made elsewhere from time to time by, or on behalf of, us. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.