UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 29, 2010

DineEquity, Inc.

(Exact Name of Registrant as Specified in Charter)

(818) 240-6055

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.                                    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 29, 2010, Registrant issued a press release announcing its second quarter 2010 financial results.  A copy of the press release is attached hereto as Exhibit 99.1.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 9.01.                                    FINANCIAL STATEMENTS AND EXHIBITS.

(d)                                                                                 Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

DineEquity, Inc. Announces Solid Second Quarter 2010 Financial Results

Applebee’s Posts Third Consecutive Quarter of Domestic System-Wide Same-Restaurant Sales Improvement, IHOP Franchisees Open 21 Restaurants, Company Retires an Additional $26 Million of Securitized Debt

GLENDALE, Calif., July 29, 2010 — DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar and IHOP Restaurants, today announced financial results for the second quarter 2010.  DineEquity’s financial performance for the second quarter and six months ended June 30, 2010 included the following highlights:

·                  For the quarter, IHOP’s domestic system-wide same-restaurant sales decreased 1.0% and Applebee’s domestic system-wide same-restaurant sales decreased 1.6% compared to the same periods in 2009, which represented Applebee’s third consecutive quarter of improvement.  Year-to-date, IHOP’s domestic system-wide same-restaurant sales decreased 0.7% and Applebee’s domestic system-wide same-restaurant sales decreased 2.2%.

·                  Securitized debt was reduced by $25.8 million for the second quarter 2010 and by $80.7 million in the first six months of 2010 primarily due to the use of free cash flow for ongoing debt retirement efforts.

·                  Restaurant operating margins at Applebee’s company-operated restaurants improved 10 basis points to 14.1% for the second quarter 2010 compared to 14.0% for the same quarter of 2009 as the Company continued to sustain the restaurant profitability improvements achieved over the past two years.

·                  Net income available to common stockholders was $7.4 million, or $0.42 per diluted share, for the second quarter 2010 compared to net income of $18.8 million, or $1.09 per diluted share, for the same quarter in 2009.  For the first six months of 2010, net income available to common stockholders was $20.3 million, or $1.16 per diluted share, compared to net income of $49.4 million, or $2.87 per diluted share, for the same period in 2009.  These decreases were primarily due to fewer gains in 2010 with respect to debt repurchases and asset sales related to Applebee’s company-operated restaurants.

·                  Adjusted net income available to common stockholders (see “Non-GAAP Financial Measures” below) was $15.7 million, or $0.90 per diluted share, for the second quarter 2010 compared to $20.1 million, or $1.16 per diluted share, for the same quarter in 2009.  For the first six months of 2010, adjusted net income available to common stockholders was $34.4 million, or $1.97 per diluted share, compared to $39.8 million, or $2.32 per diluted share, for the same period in 2009. These decreases were primarily due to lower operating results, a higher income tax rate and increased preferred dividend payments, which were partially offset by decreased interest expense.

·                  Consolidated G&A expenses increased 8.9% to $37.0 million for the second quarter 2010 compared to the same quarter in 2009 primarily due to higher expenses for salaries and incentive compensation plans.  For the first six months of 2010, G&A decreased 4.9% to $77.2 million compared to the same period in 2009 primarily due to one-time costs of $6.3 million incurred in February 2009 related to the establishment of a purchasing co-operative.

·                  For the first six months of 2010, cash flows from operating activities were $50.3 million, consolidated capital expenditures were $6.9 million, and free cash flow (see “Non-GAAP Financial Measures” below) was $41.0 million.

“We are pleased with our second quarter 2010.  Same-restaurant sales results at both brands were encouraging, with Applebee’s experiencing a third sequential quarter of improvement as IHOP’s performance continued to be strong relative to the family dining category.  Our business’ significant free cash flow generation abilities enabled the retirement of more than $80 million of securitized debt year-to-date.  And, we recently announced the sale of 63 company-operated Applebee’s restaurants that will result in a $105 million financial benefit to the Company,” said Julia A. Stewart, DineEquity’s chairman and chief executive officer.  “Looking ahead, we remain focused on executing our revitalizing plans for Applebee’s and ensuring that IHOP creates an insurmountable lead in family dining.  Our plan includes marketing, menu, operational and remodel initiatives that will differentiate the Applebee’s and IHOP brands and position DineEquity for a solid financial performance in the second half of 2010.”

Same-Restaurant Sales Performance

IHOP’s domestic system-wide same-restaurant sales decreased 1.0% for the second quarter 2010 compared to the same quarter in 2009.  Same-restaurant sales reflect a higher average guest check and declines in guest traffic.  This reflected timing impacts related to the Easter and Fourth of July holidays which negatively impacted results by 40 basis points.  IHOP’s marketing efforts during the quarter included Loaded Country Potatoes and Pancake Stackers limited-time offers, and its Kids Eat Free dinner promotion, among other activities.

Applebee’s domestic system-wide same-restaurant sales decreased 1.6% for the second quarter 2010, which reflected Applebee’s third quarter of sequential improvements.  Domestic franchise same-restaurant sales decreased 1.3% and company-operated Applebee’s same-restaurant sales decreased 2.6% for the second quarter 2010 compared to the same quarter in 2009.  Results at Company restaurants reflected declines in guest traffic and a higher average guest check, including a 1.6% increase in effective pricing, as well as timing impacts related to the Easter holiday which positively impacted results by 40 basis points.  Applebee’s marketing efforts during the quarter included the promotion of its Great Tasting and Under 550 Calories and Realburgers Across America menu offerings, as well as the introduction of Applebee’s new Sizzling Skillet Entrees, among other activities.

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Applebee’s Restaurant Operating Margins

Applebee’s company-operated restaurant operating margin was 14.1% in the second quarter 2010 compared to 14.0% for the second quarter 2009.  The 10 basis point improvement was primarily due to favorable commodity costs partially offset by increased marketing programs to drive guest traffic.

For the first six months of 2010, Applebee’s company-operated restaurant operating margin was 14.4% compared to 15.2% for the same period in 2009.  The 80 basis point decline was primarily due to increased marketing programs to drive guest traffic and higher facility related costs partially offset by favorable commodity costs and continued improvements in labor management.

Debt Management

Securitized debt was reduced by $25.8 million during the second quarter 2010 and by $80.7 million year-to-date as a result of open market purchases and scheduled payments on the Company’s subordinated notes.  DineEquity has reduced its total outstanding debt levels by $405.5 million, or 16.4%, since the acquisition of Applebee’s in November 2007.

As of the end of the second quarter 2010, DineEquity remained comfortably in compliance with the debt covenants set forth in the Company’s securitized debt agreements.  The Company’s consolidated leverage ratio was 5.96x compared to a required threshold of 7.0x.  Debt service coverage ratios (DSCR) were 3.48x for IHOP’s securitized debt on a three-month unadjusted basis and 3.70x for the Applebee’s securitized debt on a three-month adjusted basis, both compared to a minimum required threshold of 1.85x.  Applebee’s 12-month adjusted DSCR was 3.33x, compared to a minimum required threshold of 2.25x.

DineEquity has provided supplemental information to this news release regarding its compliance with its debt covenants, which may be accessed by visiting the Calls & Presentations section of DineEquity’s Investor Relations Web site at http://investors.dineequity.com and referring to supporting materials for the Company’s second quarter 2010 webcast.

Sale of 63 Company-Operated Applebee’s

On July 23, 2010, DineEquity announced that it had entered into an asset purchase agreement with Apple American Group LLC for the sale of 63 company-operated Applebee’s restaurants located in Minnesota and parts of Wisconsin.  This transaction is accretive to the Company’s consolidated leverage ratio as defined by its debt covenants and furthers its strategic objective of transitioning Applebee’s into a more highly franchised restaurant system over time.  Scheduled to close in the fourth quarter 2010, the transaction is expected to deliver $105 million of financial benefit to the Company including: 1) the reduction of securitized debt by $28 million on an after-tax basis, 2) the reduction of sale-leaseback related financing obligations by $46 million, and 3) the removal of $31 million of operating lease obligations for debt covenant calculation purposes.

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2010 Financial Performance Guidance

DineEquity provided the following update to its fiscal 2010 financial outlook primarily reflecting the impact of the scheduled sale of 63 company-operated Applebee’s restaurants which is scheduled to be completed in the fourth quarter 2010:

·                  Reduced consolidated cash from operations guidance by $10 million to range between $135 and $145 million as the result of the sale of Applebee’s company-operated restaurants.  Key components that comprise the change include expected payments of net working capital liabilities, income tax payments and reduced profit contribution.  This compares to the Company’s previous expectations of $145 million to $155 million of consolidated cash from operations in 2010.

·                  Reduced consolidated free cash flow to range between $108 and $118 million due to the reduction in consolidated cash from operations expectations.  Free cash flow consists of consolidated cash from operations plus approximately $16 million generated from the structural run-off of the Company’s long-term notes receivable.  Uses of cash include consolidated capital expenditures of approximately $20 million and approximately $23 million in preferred stock dividend payments.  The Company plans to use available free cash flow to fund securitized debt reductions.

·                  Reduced consolidated securitized debt interest expense expectations to range between $170 million and $175 million for 2010, approximately $40 million of which is non-cash interest expense, due to more aggressive debt retirement efforts in the first half of 2010.  This compares to the Company’s previous expectations of $175 million to $180 million.

·                  Increased the Company’s income tax rate expectations to range between 35% and 36% compared to previous expectations of approximately 34%.  This change is primarily related to settlements on state tax audits.

·                  Reiterated Applebee’s domestic system-wide same-restaurant sales performance expectations to range between flat and negative 3% for fiscal 2010, with Applebee’s franchisees slated to open between 25 and 30 new restaurants this year.

·                  Reiterated operating margin expectations at Applebee’s company-operated restaurants to range between 13.5% and 14.5% for the full year 2010.

·                  Reiterated IHOP’s domestic system-wide same-restaurant sales performance expectations to range between positive 1% and negative 1% for fiscal 2010, with IHOP franchisees slated to open between 60 and 70 new restaurants this year.

·                  Reiterated consolidated G&A expense expectations to range between $158 million and $161 million for fiscal 2010, including non-cash stock based compensation expense and depreciation of approximately $20 million.

·                  Reiterated depreciation and amortization expectations to range between $65 million and $70 million.

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Investor Conference Call Today

The Company will host an investor conference call to discuss its second quarter 2010 financial results today at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time).  To participate on the call, please dial (888) 713-4211 and reference pass code 88785262.  A live webcast of the call will be available on DineEquity’s Web site at www.dineequity.com, and may be accessed by visiting Calls & Presentations under the site’s Investor Information section.  A telephonic replay of the call may be accessed through August 5, 2010 by dialing 888-286-8010 and referencing pass code 50100212.  An online archive of the webcast also will be available on the Investor Information section of DineEquity’s Web site.

About DineEquity, Inc.

Based in Glendale, California, DineEquity, Inc., through its subsidiaries, franchises and operates restaurants under the Applebee’s Neighborhood Grill & Bar and IHOP brands.  With more than 3,450 restaurants combined, DineEquity is the largest full-service restaurant company in the world.  For more information on DineEquity, visit the Company’s Web site located at www.dineequity.com.

Forward-Looking Statements

There are forward-looking statements contained in this news release. They use such words as “may,” “will,” “expect,” “believe,” “plan,” or other similar terminology.  These statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results to be materially different than those expressed or implied in such statements. These factors include, but are not limited to: the implementation of DineEquity, Inc.’s (the “Company”) strategic growth plan; the availability of suitable locations and terms for sites designated for development; the ability of franchise developers to fulfill their commitments to build new restaurants in the numbers and time frames covered by their development agreements; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; risks associated with the Company’s indebtedness; conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies, or acts of war or terrorism; availability and cost of materials and labor; cost and availability of capital; competition; potential litigation and associated costs; continuing acceptance of the International House of Pancakes (“IHOP”) and Applebee’s brands and concepts by guests and franchisees; the Company’s overall marketing, operational and financial performance; economic and political conditions; adoption of new, or changes in, accounting policies and practices; and other factors discussed from time to time in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission, especially the “Risk Factors” sections of Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. In addition, the Company disclaims any intent or obligation to update these forward-looking statements.

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Non-GAAP Financial Measures

This news release includes references to the Company’s non-GAAP financial measures “adjusted net income available to common stockholders (adjusted EPS),” “EBITDA,” and “free cash flow.”  Adjusted EPS is computed for a given period by deducting from net income (loss) available to common stockholders for such period the effect of any impairment and closure charges, any gain related to debt extinguishment, any intangible asset amortization, any non-cash interest expense and any gain or loss related to the disposition of assets incurred in such period.  This is presented on an aggregate basis and a per share (diluted) basis.  The Company defines “EBITDA” for a given period as income before income taxes (including gain on extinguishment of debt) less interest expense, depreciation and amortization, impairment and closure charges, stock-based compensation, gain/loss on sale of assets and non-cash amounts related to a captive insurance subsidiary.  “EBITDAR” for a given period is defined as EBITDA plus annualized operating lease expense (Rent).   “Free cash flow” for a given period is defined as cash provided by operating activities, plus receipts from notes and equipment contracts receivable (“long-term notes receivable”), less dividends paid and capital expenditures.  Management utilizes EBITDA for debt covenant purposes and free cash flow to determine the amount of cash remaining for general corporate and strategic purposes after the receipts from long-term notes receivable, and the funding of operating activities, capital expenditures and preferred dividends.  Management believes this information is helpful to investors to determine the Company’s adherence to debt covenants and the Company’s cash available for these purposes.  Adjusted EPS, EBITDA and free cash flow are supplemental non-GAAP financial measures and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.

[Financial Tables to Follow]

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DINEEQUITY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

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DINEEQUITY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

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DINEEQUITY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

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NON-GAAP FINANCIAL MEASURES

(In thousands, except per share amounts)

(Unaudited)

Reconciliation of (i) net income available to common stockholders to (ii) net income available to common stockholders excluding impairment and closure charges, gain on extinguishment of debt, amortization of intangible assets, non-cash interest expense and loss (gain) on disposition of assets, and related per share data:

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NON-GAAP FINANCIAL MEASURES

(In thousands)

(Unaudited)

Reconciliation of (i) loss before income taxes to (ii) EBITDA and to (ii) EBITDAR:

Trailing Twelve Months Ended June 30, 2010

Reconciliation of the Company’s cash provided by operating activities to free cash flow:

*Inclusive of expected payments of net working capital liabilities, income tax payments and reduced profit contribution associated with the scheduled sale of 63 Applebee’s company-operated restaurants in 2010.

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Restaurant Data

The following table sets forth, for the three-month and six-month periods ended June 30, 2010 and 2009, the number of effective restaurants in the Applebee’s and IHOP systems and information regarding the percentage change in sales at those restaurants compared to the same periods in the prior year. “Effective restaurants” are the number of restaurants in a given period, adjusted to account for restaurants open for only a portion of the period. Information is presented for all effective restaurants in the IHOP and Applebee’s systems, which includes restaurants owned by the Company, as well as those owned by franchisees and area licensees. Sales at restaurants that are owned by franchisees and area licensees are not attributable to the Company. However, we believe that presentation of this information is useful in analyzing our revenues because franchisees and area licensees pay us royalties and advertising fees that are generally based on a percentage of their sales, as well as rental payments under leases that are usually based on a percentage of their sales. Management also uses this information to make decisions about future plans for the development of additional restaurants as well as evaluation of current operations.

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(a)          “Effective restaurants” are the number of restaurants in a given fiscal period adjusted to account for restaurants open for only a portion of the period. Information is presented for all effective restaurants in the IHOP and Applebee’s systems, which includes restaurants owned by the Company as well as those owned by franchisees and area licensees.

(b)            “System-wide” sales are retail sales at IHOP and Applebee’s restaurants operated by franchisees and IHOP restaurants operated by area licensees, as reported to the Company, in addition to retail sales at company-operated restaurants.  Sales at restaurants that are owned by franchisees and area licensees are not attributable to the Company.

(c)             “Sales percentage change” reflects, for each category of restaurants, the percentage change in sales in any given fiscal period compared to the prior fiscal period for all restaurants in that category.

(d)            “Same-restaurant sales percentage change” reflects the percentage change in sales, in any given fiscal period compared to the same weeks in the prior year, for restaurants that have been operated throughout both fiscal periods that are being compared and have been open for at least 18 months. Because of new unit openings and restaurant closures, the restaurants open throughout both fiscal periods being compared may be different from period to period. Same-restaurant sales percentage change does not include data on IHOP restaurants located in Florida.

(e)             Applebee’s franchise restaurant sales were $870.2 million and $886.4 million for the three months ended June 30, 2010 and 2009, respectively, and $1,787.4 million and $1,826.3 million for the six months ended June 30, 2010 and 2009, respectively. IHOP franchise restaurant sales were $589.2 million and $564.3 million for the three months ended June 30, 2010 and 2009, respectively, and $1,188.9 million and $1,146.3 million for the six months ended June 30, 2010 and 2009, respectively.

(f)               Sales percentage change and same-restaurant sales percentage change for IHOP company-operated restaurants are not meaningful (“n.m.”) due to the relatively small number and test-market nature of the restaurants, along with the periodic inclusion of restaurants reacquired from franchisees that are temporarily operated by the Company.

(g)            The sales percentage change for the three and six months ended June 30, 2009 for Applebee’s franchise and company-operated restaurants was impacted by the franchising of 103 company-operated restaurants during 2008 and seven company-operated restaurants in 2009.

(h)            Sales at IHOP area license restaurants were $55.0 million and $54.4 million for the three months ended June 30, 2010 and 2009, respectively, and $115.1 million and $110.9 million for the six months ended June 30, 2010 and 2009, respectively.

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DINEEQUITY, INC. AND SUBSIDIARIES

RESTAURANT DATA

The following table summarizes our restaurant development activity:

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