SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 11-K
(Mark One)
| x | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2015
OR
| ¨ | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
Commission File Number: 001-32242
Domino’s Pizza 401(k) Savings Plan
(Full title of the plan and the address of the plan, if different
from that of the issuer named below)
Domino’s Pizza, Inc.
30 Frank Lloyd Wright Drive
Ann Arbor, Mi 48106
(Name of issuer of the securities held
pursuant to the plans and the address
of its principal executive offices)
(734) 930-3030
(Registrant’s telephone number,
including area code)
| FINANCIAL STATEMENTS | Page No. | |||
| 1 | ||||
| Audited Financial Statements |
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| Statements of Net Assets Available for Plan Benefits as of December 31, 2015 and 2014 |
2 | |||
| Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2015 |
3 | |||
| 4 | ||||
| Supplemental Schedule |
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| Form 5500, Schedule H, Item 4i—Schedule of Assets Held at End of Year as of December 31, 2015 |
15 | |||
| All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
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| 16 | ||||
| EXHIBIT |
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| Exhibit 23.1 Consent of Independent Registered Public Accounting Firm |
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Report of Independent Registered Public Accounting Firm
To the Plan Administrator
Domino’s Pizza 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of Domino’s Pizza 401(k) Savings Plan (the “Plan”) as of December 31, 2015 and 2014, and the related statement of changes in net assets available for benefits for the year ended December 31, 2015. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Domino’s Pizza 401(k) Savings Plan as of December 31, 2015 and 2014, and the changes in net assets available for benefits for the year ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying schedule of Assets Held at End of Year, Form 5500, Schedule H, Item 4i as of December 31, 2015 has been subjected to audit procedures performed in conjunction with the audit of Domino’s Pizza 401(k) Savings Plan’s financial statements. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplementary information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the basic financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedules, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ Grant Thornton LLP
Southfield, Michigan
June 23, 2016
1
Domino’s Pizza 401(k) Savings Plan
Statements of Net Assets Available for Plan Benefits
| December 31, | ||||||||
| 2015 | 2014 | |||||||
| Investments at fair value |
$ | 143,214,925 | $ | 138,394,871 | ||||
| Investment contracts at contract value |
57,299,678 | 55,403,701 | ||||||
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|
|
|
|||||
| Total investments |
200,514,603 | 193,798,572 | ||||||
| Notes receivable from participants |
4,532,590 | 4,752,951 | ||||||
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|
|
|
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| Net assets available for plan benefits |
$ | 205,047,193 | $ | 198,551,523 | ||||
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|
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The accompanying notes are an integral part of these financial statements.
2
Domino’s Pizza 401(k) Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 2015
| Additions |
||||
| Investment income: |
||||
| Interest and dividends |
$ | 6,110,093 | ||
| Net appreciation in fair value of investments |
3,417,667 | |||
|
|
|
|||
| Total investment income – net |
9,527,760 | |||
| Interest income on notes receivable from participants |
208,426 | |||
| Contributions: |
||||
| Employee |
9,845,882 | |||
| Employer |
4,664,054 | |||
| Rollover |
476,687 | |||
|
|
|
|||
| Total contributions |
14,986,623 | |||
|
|
|
|||
| Total additions |
24,722,809 | |||
| Deductions |
||||
| Participant withdrawals |
(18,142,717 | ) | ||
| Administrative expenses |
(84,422 | ) | ||
|
|
|
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| Total deductions |
(18,227,139 | ) | ||
|
|
|
|||
| Net Increase in Net Assets Available for Plan Benefits |
6,495,670 | |||
| Net Assets Available for Plan Benefits - Beginning of year |
198,551,523 | |||
|
|
|
|||
| Net Assets Available for Plan Benefits - End of year |
$ | 205,047,193 | ||
|
|
|
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The accompanying notes are an integral part of these financial statements.
3
Domino’s Pizza 401(k) Savings Plan
December 31, 2015 and 2014
Note 1 - Description of Plan
General – The following description of the Domino’s Pizza (the “Company” and the “Plan Administrator”) 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. The Plan is a defined contribution plan for the benefit of certain employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Participants should refer to the Plan document for a complete description of the Plan’s provisions. Fidelity Management Trust Company (the “Trustee”) administers and invests the assets of the Plan and the income therefrom for the benefit of the Plan’s participants.
Eligibility – A person may become a participant in the Plan on the first day he or she meets the following requirements:
| 1. | The person is employed by the Company or an affiliated company which has adopted the Plan for the person’s job classifications and/or location. |
| 2. | The person has completed at least 1,000 hours of service. |
| 3. | The person is not employed in a bargaining unit covered by a collective bargaining agreement unless it provides for Plan coverage of bargaining unit members. |
| 4. | The person has attained age 21. |
| 5. | The person is a citizen or resident of the United States. |
Contributions – Each year, participants may contribute up to 50% of eligible wages, as defined in the Plan document, not to exceed the maximum amount allowed annually under the provisions of the Internal Revenue Code (the “Code”). Participants who have attained age 50 before the end of the year are eligible to make catch-up contributions. The Company provides a matching contribution in the amount of 100% of the first 3% of each employee’s elective deferrals and 50% of the next 2% of each employee’s elective deferrals. The Company may also make discretionary contributions, including profit-sharing contributions, to the Plan. There were no discretionary contributions made by the Company during the years ended December 31, 2015. The Company’s matching contributions were made in cash and were based on the participant’s investment allocation in the participant’s accounts in 2015.
Vesting – Participants’ contributions, the Company’s matching contributions, and income earned thereon are immediately fully vested. The vesting schedule for discretionary profit-sharing contributions is graded over five years. A participant is 100% vested in discretionary profit-sharing contributions after five years of continuous service.
4
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 1 - Description of Plan (continued)
Forfeitures – Forfeitures are created when participants terminate employment before becoming entitled to their full benefits under the Plan. Any forfeited amounts may be used to reduce future Company contributions and administrative expenses. As of December 31, 2015 and 2014, the Plan had outstanding forfeitures of $69,059 and $66,856, respectively, available to reduce future Company contributions and administrative expenses.
Participant Accounts – Each participant’s account is credited with the participant’s voluntary contributions, the participant’s specific fund earnings, an allocation of the Company’s matching and, if any, discretionary contributions, and charged with an allocation of Plan administrative expenses. Allocations are based on participant earnings or account balances or compensation, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Payment of Plan Benefits – Distribution of Plan benefits begins when the earliest of the following have occurred: (1) within 60 days of the close of the Plan year in which the participant attains age 70 1⁄2 or (2) the participant terminates service with the Company. Participants may also elect to make withdrawals at age 59 1⁄2 without tax penalty.
Plan benefits are distributed in the form of either a series of payments or a lump-sum payment as elected by the participant.
Participant Withdrawals – Participants may withdraw funds from their accounts if the Trustee determines that a withdrawal is necessary to avoid certain financial hardships, as permitted under the Code, or death, disability or for any reason after reaching age 59 1⁄2.
Plan Termination – Although it has not expressed any intent to do so, the Company has the right to amend, modify, terminate, withdraw from, or suspend contributions to the Plan at any time under the provisions of ERISA. In the event of termination of the Plan all participant accounts become fully vested and are distributed to the participants in accordance with the Plan document.
Notes Receivable from Participants – Participants may borrow funds from their account balance. A note may not be less than $1,000 and may not exceed the lesser of 50% of the vested portion of the participant’s total account balance or $50,000. The Plan Administrator establishes the terms of the note agreement, secured by the balance in the participant’s account. The note agreement bears interest at rates that range from 4.25% to 11.00%, which are commensurate with local prevailing rates as determined by the Plan Administrator. Notes must be repaid within five years. Principal and interest is paid ratably through bi-weekly payroll deductions.
5
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 2 – Summary of Significant Accounting Policies (continued)
Basis of Accounting – The financial statements have been prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Investment contracts held by a defined-contribution plan are required to be reported at fair value, with the exception of those investments that are defined as a fully benefit-responsive investment contract are reported at contract value. Contract value is the relevant measurement attributed for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.
Investment Valuation and Income Recognition – The Plan’s investments are stated at fair value with the exception of the common collective trust fund investment (the “Managed Income Portfolio” or “MIP”), which is valued and reported at contract value. Contract value represents investments at cost plus accrued interest income less amounts withdrawn to pay benefits. The reported value of the common collective trust fund is at the Net Asset Value (“NAV”), which is based on discounting the related cash flows of the underlying guaranteed investment contracts based on current yields of similar instruments with comparable durations. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Shares of employer securities are valued based on quoted prices at year end.
The MIP is comprised of public investment securities valued at NAV, and a participant’s ownership of the MIP is represented by units. Units are issued and redeemed daily at the MIP’s constant NAV of $1 per unit. The MIP allows for daily liquidity with no additional notice required for redemption. Although it is the policy of the MIP to use its best efforts to maintain a stable NAV of $1 per unit, there is no guarantee that the MIP will be able to maintain that value. The MIP is a wrap contract paired with an underlying investment or investments, usually a portfolio, owned by the Plan. The Plan purchases a wrap contract from a financial services institution. A MIP credits a stated interest rate for a specified period of time. Investment gains and losses from the underlying investments in the synthetic guaranteed investment contract are amortized over the expected duration through the calculation of the interest rate applicable to the Plan on a prospective basis.
Participants ordinarily may request the withdrawal or transfer of all or a portion of their investment in the MIP at contract value. Contract value represents contributions made to the MIP plus earnings less participant withdrawals and administrative expenses.
6
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 2 – Summary of Significant Accounting Policies (continued)
Withdrawals initiated by the Plan Administrator will normally be provided at contract value as soon as practicable within twelve months following written notice to the MIP trustee. The MIP imposes certain restrictions on the Plan.
The following employer-initiated events may limit the MIP’s ability to transact at contract value:
| • | The Plan’s failure to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. |
| • | Any communication given to Plan participants designed to influence participants to transfer assets out of the MIP or not to invest in the MIP. |
| • | Any change in law, regulation, or administrative ruling applicable to the Plan that could have a material adverse effect on the MIP’s cash flow. |
| • | Any transfer of assets from the MIP directly into a competing investment option. |
| • | The establishment of a defined contribution plan that competes with the Plan for employee contributions. |
| • | Complete or partial termination of the Plan or its merger with another plan. |
| • | Any substantive modifications of the MIP or the administration of the MIP that is not consented to by the wrap issuer. |
| • | Any change in law, regulation, or administrative ruling applicable to a plan that could have a material adverse effect on the MIP’s cash flow. |
The MIP is unlikely to maintain a stable NAV if, for any reason, it cannot obtain or maintain wrap contracts covering all of its underlying assets that are not otherwise invested in money market funds. For example, this could result from the MIP’s inability to promptly find a replacement wrap contract following termination of a wrap contract. The wrap issuer’s ability to meet its contractual obligations under the wrap contracts may be affected by future economic and regulatory developments. In the event that an issuer of a wrap contract fails to perform as intended, the MIP’s NAV may decline if the market value of its assets declines.
Plan management believes the occurrence of events and circumstances that would cause the MIP to transact at less than contract value is not probable.
7
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 2 – Summary of Significant Accounting Policies (continued)
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
The SSgA S&P 400 MidCap Index Fund (“Mid Cap Fund”) and the Winslow Large Cap Growth Fund (“Large Cap Fund”) are valued based on the underlying investments at fair value (“NAV”), which are primarily common stock and collective investment funds. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. By its nature, a fair value price is a good faith estimate of the valuation in a current sale and does not reflect an actual market price, which may be different by a material amount. Equity investments for which market quotations are readily available are valued at the last reported sale price on their principal exchange on valuation date, or official close price for certain markets. If no sales are reported for that day, investments are valued at the more recent of the last published sale price or the mean between the last reported bid and ask prices, or at fair value as determined in good faith by the Trustee. Short-term investments, if any, are stated at amortized cost, which approximates fair value. Investments in registered investment companies (other than those that are exchange traded) or collective investment funds, if any, are valued at their respective net asset value.
The investment objective of the Mid Cap Fund is to seek an investment return that approximates as closely as practicable, before expenses, the performance of the S&P MidCap 400 Index over the long-term.
The investment objective of the Large Cap Fund is to seek long-term capital appreciation by investing primarily in U.S. large-cap growth companies. The Large Cap Fund may invest up to 20% of its net assets in non-U.S. equity securities, including securities of emerging market issuers.
Both the Mid Cap Fund and the Large Cap Fund allow for daily liquidity with no additional days notice required for redemption for participant directed transactions. Were the Plan to initiate a full redemption of the Mid Cap Fund or the Large Cap Fund, the investment advisor reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly manner.
Notes Receivable from Participants – The notes receivable from participants are valued at their outstanding balances plus any accrued but unpaid interest, which approximate fair value. Interest income is recorded on the accrual basis. Delinquent notes receivable are reclassified as participant withdrawals based upon terms of the Plan document.
8
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 2 – Summary of Significant Accounting Policies (continued)
Risks and Uncertainties – The Plan provides for investments in various investment options that are, in general, exposed to various risks, such as interest rate, credit, and overall market volatility risks. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits.
Benefit Payments – Benefits are recorded when paid.
Plan Administrative Expenses – Expenses attributable to investments earmarked to a participant’s account and fees associated with specific participant transactions, including loan application fees, are charged to that account to the extent specified by the Plan Administrator. Various administrative costs of maintaining the Plan are paid by the Company.
Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements, the changes in net assets available for benefits during the reporting period, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Recent Accounting Pronouncements – In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (“ASU 2015-07”). ASU 2015-07 impacts reporting entities that elect to measure the fair value of certain investments using the NAV per share (or its equivalent) of the investment as a practical expedient. Currently, investments valued using the practical expedient are categorized within the fair value hierarchy on the basis of when the investment is redeemable with the investee at NAV. The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the NAV per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. ASU 2015-07 is effective for entities for fiscal years beginning after December 15, 2015 and shall apply retrospectively to all periods presented. Earlier application is permitted. The Plan’s administrator is currently evaluating the impact of adopting this guidance on the Plan’s financial statements.
9
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 2 – Summary of Significant Accounting Policies (continued)
In July 2015, the FASB issued Accounting Standards Update 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient (“ASU 2015-12”), which simplifies the required disclosures related to employee benefit plans. Part I eliminates the requirement to measure and disclose the fair value of fully benefit-responsive contracts, including common collective trust assets. Contract value is the only required measure for fully benefit-responsive investment contracts. Part II eliminates the requirement to disclose individual investments which comprise 5% or more of total net assets available for benefits, as well as the net appreciation or depreciation of fair values by general type; however, plans are no longer required to also disaggregate investments by nature, characteristics and risks. Furthermore, the disclosure of information about fair value measurements shall be provided by general type of plan asset. Part III is not applicable to the Plan. ASU 2015-12 is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company elected to early-adopt ASU 2015-12 as of December 31, 2015, and has applied the provisions retrospectively. The adoption of ASU 2015-12 resulted in the reclassification of $206,024 related to the adjustment from fair value to contract value for fully benefit-responsive common collective trust fund within its Statement of net Assets as of December 31, 2014. Furthermore, the Company has eliminated its historical disclosure of individual investments which comprise 5% or more of total net assets available for benefits, as well as the net appreciation (depreciation) of fair values by type. There were no other impacts on the statements of net assets available for benefits and the statement of changes in net assets available for benefits as of December 31, 2015 and December 31, 2014.
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.
10
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 3 – Tax Status
The Plan obtained its latest tax determination letter dated September 25, 2014, applicable for amendments adopted through January 1, 2014, in which the Internal Revenue Service stated that the Plan and the related trust, as then designed, were in compliance with the applicable requirements of the Code if certain additional amendments were adopted. Those additional amendments were made on October 1, 2014. In the opinion of the Plan Administrator, the Plan is currently designed and being operated in all material respects, in compliance with the applicable requirements of the Code and, therefore, the Plan is qualified and the related trust is tax-exempt.
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the organization has taken an uncertain tax position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Management is not aware of any uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to tax examinations for years prior to 2012.
Note 4 – Party-in-interest Transactions
The Company, the participants, and the Trustee have all been identified as parties-in-interest. The Plan invests in shares of mutual funds, a common collective trust fund managed by the Trustee, as well as shares of the Company’s common stock. Transactions in such investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules. Participant loans also qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules. Certain administrative expenses of the Plan are paid by the Company and qualify as party-in-interest transactions.
11
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 5 – Differences Between Financial Statements and Form 5500
The differences between the amounts presented on pages 2 and 3 of these financial statements and the related Form 5500 filed with the Department of Labor are attributable to adjustments made by the Plan Administrator to adjust from fair value to contract value for fully benefit-responsive investment contracts on the statement of changes in net assets available for plan benefits.
The following is a reconciliation of net assets available for plan benefits per the financial statements at December 31, 2015 and 2014 to Form 5500:
| 2015 | 2014 | |||||||
| Net assets available for plan benefits per the financial statements |
$ | 205,047,193 | $ | 198,551,523 | ||||
| Adjustment to fair value for Fidelity Managed Income Portfolio Fund |
104,676 | 206,024 | ||||||
|
|
|
|
|
|||||
| Net assets available for plan benefits per Form 5500 |
$ | 205,151,869 | $ | 198,757,547 | ||||
|
|
|
|
|
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The following is a reconciliation of the net increase in net assets available for plan benefits per the financial statements for the year ended December 31, 2015 to Form 5500:
| Net increase in net assets available for plan benefits per the financial statements |
$ | 6,495,670 | ||
| Add: Adjustments from contract value to fair value for fully benefit-responsive investment contract at December 31, 2015 |
104,676 | |||
| Less: Adjustments from contract value to fair value for fully benefit-responsive investment contracts at December 31, 2014 |
(206,024 | ) | ||
|
|
|
|||
| Total net increase in net assets available for plan benefits per the Form 5500 |
$ | 6,394,322 | ||
|
|
|
12
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 6 – Fair Value
Fair value measurements enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The asset or liability’s fair value measurements level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. For details on the procedures used to value our investments in common collective trust funds, refer to our disclosures in Note 2.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2015, and 2014. Classification within the fair value hierarchy table is based on the lowest level of any input that is significant to the fair value measurement.
| Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at December 31, 2015 |
|||||||||||||
| Mutual funds |
$ | 92,459,325 | $ | — | $ | — | $ | 92,459,325 | ||||||||
| Domino’s Pizza, Inc. Stock Fund: |
||||||||||||||||
| Domino’s Pizza common stock |
48,882,619 | — | — | 48,882,619 | ||||||||||||
| Interest bearing cash account |
1,872,981 | — | — | 1,872,981 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets at fair value |
$ | 143,214,925 | $ | — | $ | — | $ | 143,214,925 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Investments measured at NAV Common collective trust |
|
57,404,354 | ||||||||||||||
|
|
|
|||||||||||||||
| Total Investments |
|
$ | 200,619,279 | |||||||||||||
|
|
|
|||||||||||||||
13
Domino’s Pizza 401(k) Savings Plan
Notes to Financial Statements
December 31, 2015 and 2014
Note 6 – Fair Value (continued)
| Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at December 31, 2014 |
|||||||||||||
| Mutual funds |
$ | 91,513,432 | $ | — | $ | — | $ | 91,513,432 | ||||||||
| Domino’s Pizza, Inc. Stock Fund: |
||||||||||||||||
| Domino’s Pizza common stock |
44,976,635 | — | — | 44,976,635 | ||||||||||||
| Interest bearing cash account |
1,904,804 | — | — | 1,904,804 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets at fair value |
$ | 138,394,871 | $ | — | $ | — | $ | 138,394,871 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Investments measured at NAV – Common collective trust |
|
55,609,725 | ||||||||||||||
|
|
|
|||||||||||||||
| Total Investments |
|
$ | 194,004,596 | |||||||||||||
|
|
|
|||||||||||||||
For years ended December 31, 2015, and 2014, there were no transfers between Levels 1 and 2 and no transfers in or out of Level 3.
Note 7 – Subsequent Events
The Plan evaluated its December 31, 2015 financial statements for subsequent events through the date the financial statements were available to be issued. The Plan is not aware of any subsequent events which would require recognition or disclosure in the financial statements.
14
Domino’s Pizza 401(k) Savings Plan
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN – 38-3495003, Plan No. 004
December 31, 2015
| Identity of Issuer, Borrower, Lessor, or Similar Party |
Description of Investment including Maturity Date, Rate of Interest, Collateral, Par, or Maturity Value |
Cost | Current Value | |||||
| Mutual funds: |
||||||||
| Fidelity Investments* |
Fidelity Puritan K Fund |
** | $ | 19,442,441 | ||||
| Fidelity Investments* |
Fidelity Diversified International K Fund |
** | 13,879,665 | |||||
| Fidelity Investments* |
Fidelity Spartan 500 Institutional Index Fund |
** | 16,565,408 | |||||
| Harding Loevner Funds |
Harding Loevner Institutional Emerging Markets |
** | 1,868,389 | |||||
| Boston Trust Funds |
Boston Trust Small Cap Fund |
** | 7,345,265 | |||||
| PIMCO Funds |
PIMCO Total Return Institutional Fund |
** | 13,931,604 | |||||
| Invesco Funds |
Invesco Comstock R5 |
** | 19,426,553 | |||||
| Common collective trust funds: |
||||||||
| SEI Trust Company |
Winslow Large Cap Growth |
** | 28,984,884 | |||||
| State Street Global Advisors |
SSgA S&P 400 Mid Cap Index Fund |
** | 12,987,039 | |||||
| Fidelity Investments* |
Fidelity Managed Income Portfolio Fund |
** | 15,432,431 | |||||
| Fidelity Investments* |
Employer securities - Domino’s Pizza, Inc. Common Stock Fund: |
|||||||
| Domino’s Pizza common stock |
** | 48,882,619 | ||||||
| Interest bearing cash account |
** | 1,872,981 | ||||||
|
|
|
|||||||
| Total investments |
200,619,279 | |||||||
| Notes receivable from participants*** |
4,532,590 | |||||||
|
|
|
|||||||
| Total Assets Held at End of Year |
$ | 205,151,869 | ||||||
|
|
|
|||||||
| * | Party-in-interest |
| ** | Historical cost information is not required for participant-directed investments |
| *** | Party-in-interest. Interest rates on notes receivable range from 4.25% to 11.00%. |
15
Pursuant to the requirements of the Securities Exchange Act of 1934, the Domino’s Pizza 401(k) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| DOMINO’S PIZZA 401(K) SAVINGS PLAN | ||||||
| (Name of Plan) | ||||||
| Date: June 23, 2016 | /s/ Jeffrey D. Lawrence | |||||
| Jeffrey D. Lawrence | ||||||
| Chief Financial Officer | ||||||
| Domino’s Pizza, Inc. | ||||||
16