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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Large accelerated filer xAccelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
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Emerging growth company o
Page
PART I.FINANCIAL INFORMATION 2
Item 1—Financial Statements 2
Consolidated Balance Sheets— September 30, 2017 (unaudited) and December 31, 2016 2
Consolidated Statements of Comprehensive (Loss) Income (unaudited)—Three and Nine Months Ended September 30, 2017 and 2016 3
Consolidated Statements of Cash Flows (unaudited)—Nine Months Ended September 30, 2017 and 2016 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 3—Quantitative and Qualitative Disclosures about Market Risk 32
Item 4—Controls and Procedures 32
PART II.OTHER INFORMATION 32
Item 1—Legal Proceedings 32
Item 1A—Risk Factors 33
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds 33
Item 3—Defaults Upon Senior Securities 33
Item 4—Mine Safety Disclosures 33
Item 5—Other Information 33
Item 6—Exhibits 34
Signatures 35
AssetsSeptember 30, 2017December 31, 2016
(Unaudited)
Current assets:

Cash and cash equivalents$104,212
$140,535
Receivables, net96,657
141,389
Restricted cash31,338
30,256
Prepaid gift card costs36,667
47,115
Prepaid income taxes8,749
2,483
Other current assets5,703
4,370
Total current assets283,326
366,148
Long-term receivables, net131,033
141,152
Property and equipment, net199,857
205,055
Goodwill339,236
697,470
Other intangible assets, net585,160
763,431
Deferred rent receivable84,071
86,981
Non-current restricted cash14,700
14,700
Other non-current assets, net3,825
3,646
Total assets$1,641,208
$2,278,583
Liabilities and Stockholders’ (Deficit) Equity

Current liabilities:

Accounts payable$26,452
$50,503
Gift card liability104,317
170,812
Dividends payable17,755
17,465
Accrued employee compensation and benefits13,527
14,609
Current maturities of long-term debt, capital lease and financing obligations16,202
13,144
Accrued advertising8,359
6,369
Other accrued expenses16,775
13,410
Total current liabilities203,387
286,312
Long-term debt, less current maturities1,281,950
1,282,691
Capital lease obligations, less current maturities64,923
74,665
Financing obligations, less current maturities39,292
39,499
Deferred income taxes, net178,848
253,898
Deferred rent payable65,449
69,572
Other non-current liabilities24,036
19,174
Total liabilities1,857,885
2,025,811
Commitments and contingencies



Stockholders’ (deficit) equity:

Common stock, $0.01 par value, shares: 40,000,000 authorized; September 30, 2017 - 25,033,220 issued, 17,996,223 outstanding; December 31, 2016 - 25,134,223 issued, 17,969,636 outstanding250
251
Additional paid-in-capital292,255
292,809
(Accumulated deficit) retained earnings(86,634)382,082
Accumulated other comprehensive loss(105)(107)
Treasury stock, at cost; shares: September 30, 2017 - 7,036,997; December 31, 2016 - 7,164,587(422,443)(422,263)
Total stockholders’ (deficit) equity(216,677)252,772
Total liabilities and stockholders’ (deficit) equity$1,641,208
$2,278,583
Three Months EndedNine Months Ended
September 30,September 30,
2017201620172016
Revenues:

Franchise and restaurant revenues$112,347
$123,259
$358,912
$380,034
Rental revenues30,263
30,507
90,852
92,746
Financing revenues2,061
2,251
6,280
7,019
Total revenues144,671
156,017
456,044
479,799
Cost of revenues:

Franchise and restaurant expenses41,800
41,553
123,476
122,129
Rental expenses22,318
22,771
67,665
69,032
Financing expenses449
9
449
155
Total cost of revenues64,567
64,333
191,590
191,316
Gross profit80,104
91,684
264,454
288,483
General and administrative expenses38,030
36,002
125,701
111,937
Impairment and closure charges532,522
206
535,440
3,932
Interest expense15,353
15,358
46,496
46,107
Amortization of intangible assets2,507
2,500
7,507
7,480
(Gain) loss on disposition of assets(35)113
(6,387)679
(Loss) income before income tax benefit (provision)(508,273)37,505
(444,303)118,348
Income tax benefit (provision)56,555
(13,232)28,228
(41,703)
Net (loss) income(451,718)24,273
(416,075)76,645
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment(2)(1)(2)
Total comprehensive (loss) income$(451,720)$24,272
$(416,077)$76,645
Net (loss) income available to common stockholders:
Net (loss) income$(451,718)$24,273
$(416,075)$76,645
Less: Net loss (income) allocated to unvested participating restricted stock8,496
(338)6,921
(1,103)
Net (loss) income available to common stockholders$(443,222)$23,935
$(409,154)$75,542
Net (loss) income available to common stockholders per share:

Basic$(24.98)$1.33
$(23.09)$4.17
Diluted$(24.98)$1.33
$(23.09)$4.15
Weighted average shares outstanding:

Basic17,742
17,950
17,718
18,099
Diluted17,742
18,041
17,718
18,201
Dividends declared per common share$0.97
$0.92
$2.91
$2.76
Dividends paid per common share$0.97
$0.92
$2.91
$2.76
Nine Months Ended
September 30,
20172016
Cash flows from operating activities:

Net (loss) income$(416,075)$76,645
Adjustments to reconcile net (loss) income to cash flows provided by operating activities:

Impairment and closure charges535,306
1,461
Depreciation and amortization23,053
22,924
Non-cash interest expense2,509
2,400
Deferred income taxes(77,345)(14,852)
Non-cash stock-based compensation expense8,826
8,215
Tax benefit from stock-based compensation
1,153
Excess tax benefit from stock-based compensation
(966)
(Gain) loss on disposition of assets(6,422)679
Other(2,791)456
Changes in operating assets and liabilities:

Accounts receivable, net(1,569)4,312
Current income tax receivables and payables(1,699)(1,138)
Gift card receivables and payables(26,387)(30,355)
Other current assets(1,336)(824)
Accounts payable(7,530)(1,397)
Accrued employee compensation and benefits(1,146)(9,293)
Other current liabilities3,606
2,638
Cash flows provided by operating activities31,000
62,058
Cash flows from investing activities:

Additions to property and equipment(9,608)(3,543)
Proceeds from sale of property and equipment1,100

Principal receipts from notes, equipment contracts and other long-term receivables15,283
13,969
Other(356)(393)
Cash flows provided by investing activities6,419
10,033
Cash flows from financing activities:
Dividends paid on common stock(52,326)(50,790)
Repurchase of common stock(10,003)(45,010)
Principal payments on capital lease and financing obligations(10,621)(10,391)
Tax payments for restricted stock upon vesting(2,345)(2,680)
Proceeds from stock options exercised2,635
1,282
Excess tax benefit from stock-based compensation
966
Cash flows used in financing activities(72,660)(106,623)
Net change in cash, cash equivalents and restricted cash(35,241)(34,532)
Cash, cash equivalents and restricted cash at beginning of period185,491
192,013
Cash, cash equivalents and restricted cash at end of period$150,250
$157,481
Supplemental disclosures:

Interest paid in cash$50,808
$51,940
Income taxes paid in cash$50,813
$56,734
Applebee's Franchise UnitIHOP Franchise UnitTotal
(In millions)
Balance at December 31, 2016:

Goodwill, gross$686.7
$10.8
$697.5
Accumulated impairment loss


Goodwill686.7
10.8
697.5
Impairment loss(358.2)
(358.2)
Balance at September 30, 2017:
Goodwill, gross686.7
10.8
697.5
Accumulated impairment loss(358.2)
(358.2)
Goodwill$328.5
$10.8
$339.2
Not Subject to AmortizationSubject to Amortization
Applebee's TradenameOtherApplebee's FranchisingRightsLeaseholdsTotal
(In millions)
Balance at December 31, 2016$652.4
$2.0
$109.0
$
$763.4
Impairment(173.4)


(173.4)
Amortization expense

(7.5)(0.0)(7.5)
Additions
0.4

2.3
2.7
Balance at September 30, 2017$479.0
$2.4
$101.5
$2.3
$585.2
2015 Repurchase ProgramSharesCost of shares
(In millions)
Repurchased during the three months ended September 30, 2017
$
Repurchased during the nine months ended September 30, 2017145,786
$10.0
Cumulative repurchases as of September 30, 20171,000,657
$82.9
Remaining dollar value of shares that may be repurchased n/a$67.1
Three months ended September 30,Nine months ended September 30,
2017201620172016
(In millions)
Total stock-based compensation expense:
Equity classified awards expense$1.3
$2.6
$9.0
$8.3
Liability classified awards expense
(0.5)(1.1)0.6
Total pre-tax stock-based compensation expense1.3
2.1
7.9
8.9
Book income tax benefit(0.5)(0.7)(3.0)(3.3)
Total stock-based compensation expense, net of tax$0.8
$1.4
$4.9
$5.6
Risk-free interest rate1.9%
Weighted average historical volatility22.9%
Dividend yield7.3%
Expected years until exercise4.5
Weighted average fair value of options granted$4.31
Risk-free interest rate1.6%
Weighted average historical volatility30.0%
Dividend yield9.6%
Expected years until exercise3.4
Weighted average fair value of options granted$3.07
Weighted average fair value of restricted stock units granted$10.19
SharesWeightedAverageExercisePriceWeighted AverageRemainingContractual Term(in Years)AggregateIntrinsicValue (in Millions)
Outstanding at December 31, 2016701,134
$80.04

Granted887,030
48.35

Exercised(64,916)40.59

Expired(58,217)84.43
Forfeited(171,847)65.82

Outstanding at September 30, 20171,293,184
61.98
7.3$0.9
Vested at September 30, 2017 and Expected to Vest1,111,610
64.50
7.0$0.6
Exercisable at September 30, 2017456,308
$81.35
3.3$0.0
RestrictedStockWeightedAverageGrant DateFair ValueRestrictedStock UnitsWeightedAverageGrant DateFair Value
Outstanding at December 31, 2016235,472
$92.81
34,058
$93.95
Granted208,460
52.08
275,578
22.37
Released(89,911)88.65
(12,683)81.63
Forfeited(73,409)79.44


Outstanding at September 30, 2017280,612
$67.38
296,953
$28.39
Three months ended September 30,Nine months ended September 30,
2017201620172016
(In millions)
Revenues from external customers:

Franchise operations$112.3
$119.2
$351.4
$366.7
Rental operations30.3
30.5
90.9
92.7
Company restaurants
4.0
7.5
13.4
Financing operations2.1
2.3
6.3
7.0
Total$144.7
$156.0
$456.0
$479.8
Interest expense:

Rental operations$2.6
$2.9
$8.0
$9.0
Company restaurants
0.1
0.2
0.3
Corporate15.4
15.4
46.5
46.1
Total$18.0
$18.4
$54.7
$55.4
Depreciation and amortization:

Franchise operations$2.7
$2.7
$8.1
$7.9
Rental operations3.0
3.1
9.1
9.4
Company restaurants
0.1
0.1
0.3
Corporate1.9
1.5
5.8
5.3
Total$7.6
$7.4
$23.1
$22.9
Gross profit, by segment:

Franchise operations$70.5
$81.9
$235.7
$258.7
Rental operations8.0
7.7
23.2
23.7
Company restaurants(0.0)(0.2)(0.3)(0.7)
Financing operations1.6
2.3
5.9
6.8
Total gross profit80.1
91.7
264.5
288.5
Corporate and unallocated expenses, net(588.4)(54.2)(708.8)(170.1)
(Loss) income before income tax provision$(508.3)$37.5
$(444.3)$118.3
Three months ended September 30,Nine months ended September 30,
2017201620172016
(In thousands, except per share data)
Numerator for basic and diluted (loss) income per common share:

Net (loss) income$(451,718)$24,273
$(416,075)$76,645
Less: Net loss (income) allocated to unvested participating restricted stock8,496
(338)6,921
(1,103)
Net (loss) income available to common stockholders - basic(443,222)23,935
(409,154)75,542
Effect of unvested participating restricted stock in two-class calculation
1
5
3
Net (loss) income available to common stockholders - diluted$(443,222)$23,936
$(409,149)$75,545
Denominator:

Weighted average outstanding shares of common stock - basic17,742
17,950
17,718
18,099
Dilutive effect of stock options
91

102
Weighted average outstanding shares of common stock - diluted17,742
18,041
17,718
18,201
Net (loss) income per common share:

Basic$(24.98)$1.33
$(23.09)$4.17
Diluted$(24.98)$1.33
$(23.09)$4.15
September 30, 2017December 31, 2016
Carrying AmountFair ValueCarrying AmountFair Value
(In millions)
Long-term debt, current and long-term$1,285.2
$1,274.0
$1,282.7
$1,286.2
Three months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance
2017201620172016
(In millions, except per share data)
(Loss) income before income taxes$(508.3)$37.5
$(545.8)$(444.3)$118.3
$(562.7)
Income tax benefit (provision)56.6
(13.2)69.8
28.2
(41.7)69.9
Net (loss) income$(451.7)$24.3
$(476.0)$(416.1)$76.6
$(492.7)
Effective tax rate11.1%35.3%(24.2)%6.4%35.2%(28.8)%
% increase (decrease)% increase (decrease)
Net (loss) income per diluted share$(24.98)$1.33
n.m$(23.09)$4.15
n.m.
Weighted average shares17.7
18.0
(1.7)%17.7
18.2
(2.7)%
Three months ended September 30, 2017Nine months ended September 30, 2017
(In millions)
Impairment of Applebee's goodwill and tradename$(531.6)$(531.6)
Decrease in gross profit:
Applebee's franchise operations(10.8)(23.4)
All other operations(0.8)(0.6)
Total gross profit decrease(11.6)(24.0)
Increase in General and Administrative (“G&A”) expenses:
Executive separation costs
(8.8)
All other G&A(2.0)(5.0)
Total G&A increase(2.0)(13.8)
Gain on disposition of assets0.1
7.1
Other(0.7)(0.4)
Decrease in income before income taxes$(545.8)$(562.7)
Three months ended September 30, 2017Nine months ended September 30, 2017
Applebee'sIHOPApplebee'sIHOP
Sales percentage decrease(9.7)%(0.7)%(8.6)%(0.1)%
% decrease in domestic system-wide same-restaurant sales(7.7)%(3.2)%(7.3)%(2.5)%
Net franchise restaurant (reduction) development (1)(23)9
(71)29

Three months ended September 30,Nine months ended September 30,
2017201620172016
Applebee's Restaurant Data(Unaudited)
Effective Restaurants(a)



Franchise1,953
2,028
1,981
2,029
System-wide(b)



Sales percentage change(c)(9.7)%(5.1)%(8.6)%(4.5)%
Domestic same-restaurant sales percentage change(d)(7.7)%(5.2)%(7.3)%(4.4)%
Franchise(b)



Sales percentage change(c)(9.7)%(4.9)%(8.6)%(3.7)%
Domestic same-restaurant sales percentage change(d)(7.7)%(5.2)%(7.3)%(4.4)%
Average weekly domestic unit sales (in thousands)$40.9
$43.5
$43.5
$46.2
IHOP Restaurant Data



Effective Restaurants(a)



Franchise1,586
1,521
1,568
1,512
Area license162
167
165
165
Company
10
6
11
Total1,748
1,698
1,739
1,688
System-wide(b)



Sales percentage change(c)(0.7)%1.3 %(0.1)%2.0 %
Domestic same-restaurant sales percentage change(d)(3.2)%(0.1)%(2.5)%0.5 %
Franchise(b)



Sales percentage change(c)0.3 %1.4 %0.5 %2.2 %
Domestic same-restaurant sales percentage change(d)(3.2)%(0.1)%(2.5)%0.5 %
Average weekly domestic unit sales (in thousands)$35.7
$37.1
$36.3
$37.5
Area License(b)



Sales percentage change(c)(5.7)%2.4 %(3.6)%1.1 %
Three months ended September 30,Nine months ended September 30,
2017201620172016
Reported sales (In millions)(Unaudited)


Applebee's domestic franchise restaurant sales$956.5
$1,058.9
$3,092.3
$3,382.1
IHOP franchise restaurant sales736.9
734.3
2,220.3
2,208.6
IHOP area license restaurant sales67.0
71.0
208.7
216.5
Total$1,760.4
$1,864.2
$5,521.3
$5,807.2
Restaurant Development ActivityThree months ended September 30,Nine months ended September 30,
2017201620172016
Applebee's(Unaudited)
Beginning of period1,968
2,027
2,016
2,033
Franchise restaurants opened:

Domestic2
6
7
13
International2
3
6
7
Total franchise restaurants opened4
9
13
20
Franchise restaurants closed:

Domestic(22)(8)(74)(20)
International(5)(1)(10)(6)
Total franchise restaurants closed(27)(9)(84)(26)
Net franchise restaurant reduction(23)
(71)(6)
Total Applebee's restaurants, end of period1,945
2,027
1,945
2,027
Domestic1,791
1,871
1,791
1,871
International154
156
154
156
IHOP

Summary - beginning of period:
Franchise1,586
1,519
1,556
1,507
Area license166
166
167
165
Company
10
10
11
Total IHOP restaurants, beginning of period1,752
1,695
1,733
1,683
Franchise/area license restaurants opened:
Domestic franchise11
7
31
26
Domestic area license1
1
1
3
International franchise6
8
18
11
Total franchise/area license restaurants opened18
17
50
24
Franchise/area license restaurants closed:

Domestic franchise(2)(2)(11)(10)
Domestic area license(1)
(2)(1)
International franchise(5)
(7)(3)
International area license(1)
(1)
Total franchise/area license restaurants closed(9)(2)(21)(14)
Net franchise/area license restaurant development9
15
29
10
Refranchised from Company restaurants

9
1
Net franchise/area license restaurant additions9
14
38
27
Summary - end of period:
Franchise1,596
1,532
1,596
1,532
Area license165
167
165
167
Company(a)
10

10
Total IHOP restaurants, end of period1,761
1,709
1,761
1,709
Domestic1,655
1,622
1,655
1,622
International106
87
106
87
RevenueThree months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance
2017201620172016
(In millions)
Franchise operations$112.3
$119.2
$(6.9)$351.4
$366.7
$(15.3)
Rental operations30.3
30.5
(0.2)90.9
92.7
(1.8)
Company restaurant operations
4.0
(4.0)7.5
13.4
(5.9)
Financing operations2.1
2.3
(0.2)6.3
7.0
(0.7)
Total revenue$144.7
$156.0
$(11.3)$456.1
$479.8
$(23.7)
Change vs. prior period(7.3)%(5.0)%
Gross Profit (Loss)Three months ended September 30,Favorable(Unfavorable) VarianceNine months ended September 30,Favorable(Unfavorable) Variance
2017201620172016
(In millions)
Franchise operations$70.5
$81.9
$(11.4)$235.7
$258.7
$(23.0)
Rental operations8.0
7.7
0.3
23.2
23.7
(0.5)
Company restaurant operations(0.0)(0.2)0.2
(0.3)(0.7)0.4
Financing operations1.6
2.3
(0.7)5.9
6.8
(0.9)
Total gross profit$80.1
$91.7
$(11.6)$264.5
$288.5
$(24.0)
Change vs. prior period(12.6)%(8.3)%
Three months ended September 30,Favorable(Unfavorable) VarianceNine months ended September 30,Favorable(Unfavorable) Variance
Franchise Operations2017201620172016
(In millions, except number of restaurants)
Effective Franchise Restaurants:(1)
Applebee’s1,953
2,028
(75)1,981
2,029
(48)
IHOP1,748
1,688
60
1,733
1,677
56
Franchise Revenues:



Applebee’s$39.4
$45.7
$(6.3)$129.3
$144.7
$(15.4)
IHOP44.9
45.8
(0.9)137.7
138.3
(0.6)
Advertising28.0
27.7
0.3
84.4
83.7
0.7
Total franchise revenues112.3
119.2
(6.9)351.4
366.7
(15.3)
Franchise Expenses:


Applebee’s8.7
4.2
(4.5)15.3
7.3
(8.0)
IHOP5.1
5.4
0.3
16.0
17.0
1.0
Advertising28.0
27.7
(0.3)84.4
83.7
(0.7)
Total franchise expenses41.8
37.3
(4.5)115.7
108.0
(7.7)
Franchise Gross Profit:


Applebee’s30.7
41.5
(10.8)114.0
137.4
(23.4)
IHOP39.8
40.4
(0.6)121.7
121.3
0.4
Total franchise gross profit$70.5
$81.9
$(11.4)$235.7
$258.7
$(23.0)
Gross profit as % of revenue (2)62.8%68.7%67.1%70.5%
Rental OperationsThree months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance
2017201620172016
(In millions)
Rental revenues$30.3
$30.5
$(0.2)$90.9
$92.7
$(1.8)
Rental expenses22.3
22.8
0.5
67.7
69.0
1.3
Rental operations gross profit$8.0
$7.7
$0.3
$23.2
$23.7
$(0.5)
Gross profit as % of revenue (1)26.3%25.4%25.5%25.6%
G&A ExpensesThree months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance
2017201620172016
(In millions)

$38.0
$36.0
$(2.0)$125.7
$111.9
$(13.8)
Impairment and Closure ChargesThree months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance
2017201620172016
(In millions)
Impairment of goodwill$358.2
$
$(358.2)$358.2
$
$(358.2)
Impairment of tradename173.4

(173.4)173.4

(173.4)
Other impairment and closure costs0.9
0.2
(0.7)3.8
4.0
0.2
$532.5
$0.2
$(532.3)$535.4
$4.0
$(531.4)
(Gain) Loss on Disposition of AssetsThree months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance

2017201620172016
(In millions)
$(0.0)$0.1
$0.1
$(6.4)$0.7
$7.1
Other Expense and Income ItemsThree months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance
2017201620172016
(In millions)
Interest expense$15.4
$15.4
$0.0
$46.5
$46.1
$(0.4)
Amortization of intangible assets2.5
2.5
(0.0)7.5
7.5
(0.0)
Total $17.9
$17.9
$0.0
$54.0
$53.6
$(0.4)
Income TaxesThree months ended September 30,Favorable
(Unfavorable) Variance
Nine months ended September 30,Favorable
(Unfavorable) Variance
2017201620172016
(In millions)
Income tax (benefit) provision$(56.6)$13.2
$69.8
$(28.2)$41.7
$69.9
Effective tax rate11.1%35.3%24.2%6.4%35.2%28.8%
SharesCost of shares
(In millions)
Repurchased during the three months ended September 30, 2017
$
Repurchased during the nine months ended September 30, 2017145,786
$10.0
Cumulative repurchases as of September 30, 20171,000,657
$82.9
Remaining dollar value of shares that may be repurchased n/a$67.1
Nine months ended September 30,
20172016Variance
(In millions)
Net cash provided by operating activities$31.0
$62.1
$(31.1)
Net cash provided by investing activities6.4
10.0
(3.6)
Net cash used in financing activities(72.7)(106.6)33.9
Net decrease in cash, cash equivalents and restricted cash$(35.2)$(34.5)$(0.7)
Nine months ended September 30,
20172016Variance
(In millions)
Cash flows provided by operating activities$31.0
$62.1
$(31.1)
Receipts from notes and equipment contracts receivable8.0
7.6
0.4
Additions to property and equipment(9.6)(3.5)(6.1)
Adjusted free cash flow$29.4
$66.2
$(36.8)
Purchases of Equity Securities by the Company
PeriodTotal number ofsharespurchasedAverage pricepaid pershareTotal number ofshares purchased aspart of publiclyannounced plans orprograms (b)Approximate dollar value ofshares that may yet bepurchased under theplans or programs (b)
July 3, 2017 – July 30, 2017

$67,100,000
July 31, 2017 – August 27, 2017

$67,100,000
August 28, 2017 – October 1, 2017(a)598
$40.84
$67,100,000
Total598
$40.84
$67,100,000
3.1
Restated Certificate of Incorporation of DineEquity, Inc. (Exhibit 99.3 to Registrant's Form 8-K filed on December 18, 2012 is incorporated herein by reference).
3.2
Amended Bylaws of DineEquity, Inc. (Exhibit 3.2 to Registrant's Form 8-K filed on August 10, 2017 is incorporated herein by reference).
*†#10.1
Employment Agreement dated as of August 9, 2017 by and between the Corporation and Stephen P. Joyce.
*†#10.2
DineEquity, Inc. 2016 Stock Incentive Plan Nonqualified Stock Option Agreement by and between the Corporation and Stephen P. Joyce.
*†#10.3
DineEquity, Inc. 2016 Stock Incentive Plan Restricted Stock Unit Award Agreement by and between the Corporation and Stephen P. Joyce - Performance-Based.


*†10.4
DineEquity, Inc. 2016 Stock Incentive Plan Restricted Stock Unit Agreement by and between the Corporation and Stephen P. Joyce - Time-Based.
*12.1
Computation of Debt Service Coverage Ratio for the Trailing Twelve Months Ended September 30, 2017 and Leverage Ratio as of September 30, 2017.
*31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
*31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
*32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
*32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS
XBRL Instance Document.***
101.SCH
XBRL Schema Document.***
101.CAL
XBRL Calculation Linkbase Document.***
101.DEF
XBRL Definition Linkbase Document.***
101.LAB
XBRL Label Linkbase Document.***
101.PRE
XBRL Presentation Linkbase Document.***
**The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
***Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
A contract, compensatory plan or arrangement in which directors or executive officers are eligible to participate.
#Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.

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