Jack In The Box Inc.
Table of Contents

As filed with the Securities and Exchange Commission on June 28, 2005

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
 

FORM 11-K

(Mark One):

þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

  For the fiscal year ended December 31, 2004

OR

o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

  For the transition period from _____________ to ______________

Commission file number 1-9390

 

JACK IN THE BOX INC. EASY$AVER PLUS PLAN
(Full title of the Plan)

 

JACK IN THE BOX INC.

(Name of issuer of the securities held pursuant to the Plan)

9330 Balboa Avenue
San Diego, CA 92123
(Address of principal executive offices)

 
 

 


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

Financial Statements and Schedule

December 31, 2004 and 2003

(With Report of Independent Registered Public Accounting Firm Thereon)

 


JACK IN THE BOX INC. EASY$AVER PLUS PLAN

TABLE OF CONTENTS

         
    Page  
    1  
 
       
    2  
 
       
    3  
 
       
    4  
 
       
    9  
 
       
 EXHIBIT 23

 


Table of Contents

Report of Independent Registered Public Accounting Firm

The Participants and the Administrative Committee
Jack in the Box Inc. Easy$aver Plus Plan:

We have audited the accompanying statements of net assets available for benefits of the Jack in the Box Inc. Easy$aver Plus Plan (the Plan) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

     
 
   
San Diego, California
   
June 29, 2005
   

1


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                 
    December 31,  
    2004     2003  
ASSETS
               
Investments (Note 3)
  $ 92,456,328     $ 78,058,447  
 
           
Receivables:
               
Contributions from participants
    223,590       222,356  
Contributions from employer
    62,268       62,247  
Loan repayment
    79,931       76,426  
Due from broker
    101,830       32,661  
Interest
    14       19  
 
           
Total receivables
    467,633       393,709  
 
           
 
               
Total assets
    92,923,961       78,452,156  
 
           
 
               
LIABILITIES
               
Accrued expenses
    (233,048 )     (119,422 )
Due to broker
    (38,600 )     (37,018 )
 
           
 
               
Total liabilities
    (271,648 )     (156,440 )
 
           
 
               
Net assets available for benefits
  $ 92,652,313     $ 78,295,716  
 
           

See accompanying notes to financial statements.

2


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                 
    Year Ended December 31,  
    2004     2003  
ADDITIONS
               
Additions to net assets attributed to:
               
Investment income:
               
Net appreciation in fair value of investments (Note 3)
  $ 8,480,412     $ 9,937,353  
Interest
    1,501,382       1,256,565  
Dividends
    949,218       222,691  
 
           
 
    10,931,012       11,416,609  
 
           
 
               
Contributions:
               
Participants
    7,337,640       6,402,040  
Employer
    1,943,714       1,801,519  
 
           
 
    9,281,354       8,203,559  
 
           
 
               
Total additions
    20,212,366       19,620,168  
 
           
 
               
DEDUCTIONS
               
Deductions in net assets attributed to:
               
Benefits paid to participants
    (5,797,311 )     (4,636,139 )
Administrative expenses
    (58,458 )     (74,421 )
 
           
 
               
Total deductions
    (5,855,769 )     (4,710,560 )
 
           
 
               
Net increase
    14,356,597       14,909,608  
 
               
Net assets available for benefits:
               
Beginning of year
    78,295,716       63,386,108  
 
           
End of year
  $ 92,652,313     $ 78,295,716  
 
           

See accompanying notes to financial statements.

3


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF THE PLAN

The following brief description of the Jack in the Box Inc. Easy$aver Plus Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General — The Plan was established effective April 1, 1983 for the purpose of enabling employees to enhance their long-range financial security through regular savings with the benefit of Jack in the Box Inc. (the “Company”) contributions. The benefits provided under the Plan are intended to supplement the retirement benefits provided under other plans sponsored by the Company. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”); however, benefits under the Plan are not eligible for plan termination insurance provided by the Pension Benefit Guaranty Corporation under Title IV of ERISA.

The Company, as plan sponsor, makes contributions to the Plan and pays a portion of the administrative costs. Subject to certain restrictions, the plan sponsor also has the authority and responsibility for the general administration of the Plan. The Chairperson of the Company’s Board of Directors is authorized to appoint the members of the Administrative Committee (the “Committee”). Mellon Bank, N.A., as the trustee, has the authority to hold, manage and protect the assets of the Plan in accordance with the provisions of the Plan. The recordkeeping administrative services are performed by Mellon HR Solutions.

The Plan covers substantially all administrative, clerical, warehouse, distribution employees and equipment technicians of the Company who have completed one year of service with at least 1,000 hours of service, receive regular payroll compensation from within the United States, and have attained age 21. Participation by eligible employees is voluntary.

Contributions — Participants can elect to contribute to the Plan any amount from 2% to 30% of their compensation in 1% increments through payroll deductions not to exceed $13,000 and $12,000, in 2004 and 2003, respectively. However, in order to pass non-discrimination testing some highly compensated employees may have additional limits placed on their deferrals. This deferral is referred to as a pre-tax deferral, i.e., it is not subject to income taxes in the year deferred. The Company contributes 50% of the first 4% of compensation that a participant contributes to the Plan.

4


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

1. DESCRIPTION OF THE PLAN (continued)

Vesting — Participants have a fully vested interest in their contributions plus actual earnings thereon. Company contributions vest at the rate of 25 percent for each year of service by the participant or fully vest upon attainment of age sixty-five, disability, death or termination of the Plan. The vested amount in a participant’s account normally is distributed upon termination of employment or death. The amount of the Company’s contribution that is not vested with respect to any participant is forfeited upon termination of employment and distribution of vested amount, but is restored if the participant becomes an eligible employee within five years after termination and no distribution was made at time of termination. Forfeitures are used to reduce employer contributions. No forfeitures were used to reduce employer contributions in 2004. As of December 31, 2004 and 2003, plan assets included $100,037 and $70,793, respectively, of unallocated forfeitures, which were invested in the Mellon Stable Value Fund and the Dreyfus Standish Stable Value Fund, respectively.

Participant Accounts — As of December 31, 2004, the trustee maintains twelve investment funds. Effective January 1, 2004, the Dreyfus Standish Stable Value Fund changed its name to the Mellon Stable Value Fund. Effective February 2, 2004 the American Funds Growth Fund of America was added as a new investment option in the plan and the Janus Fund was frozen to new investments. Effective August 4, 2004 and October 3, 2004, the Thompson Plumb Growth Fund and the Western Asset Core Bond Fund were added as new investment options in the plan, the Dreyfus Disciplined Stock Fund was frozen to new investments, and the Janus Fund and MSDW Institutional Technology Fund were removed from the Plan and any remaining balances were transferred into the Mellon Stable Value Fund. In accordance with the Plan amendment on August 12, 2004, the Jack in the Box Common Stock Fund was frozen to new investments effective August 4, 2004, and any remaining balances as of August 3, 2005 will be transferred into the Mellon Stable Value Fund. Participants may direct their contributions and Company matching contributions to be placed in any of the nine active investment funds allocated in multiples of 1% to any combination of these investment funds. Earnings derived from the assets of any investment fund are reinvested in the fund to which they relate.

Participants may elect to transfer all or any multiple of 1% of the value of their accounts among funds on any market trading day. Pending investment of the assets in an investment fund, the trustee may temporarily make certain short-term investments.

The Plan permits voluntary withdrawals by participants of their after-tax contributions and related earnings no more than once every six months. Because of certain Internal Revenue Service (“IRS”) regulations, participants may, with Committee approval, withdraw pre-tax deferrals, Company matching contributions (if the participant is fully vested) and certain related earnings only in the event of a financial hardship.

5


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

1. DESCRIPTION OF THE PLAN (continued)

Participant Loans — The Plan permits participants to borrow from the investment funds. Loans are subject to such rules and regulations as the Committee may adopt, including but not limited to the following: (1) the amount of the loan is subject to certain limitations, (2) the loan bears interest at prevailing rates and repayments are to be made through payroll deductions, and (3) the payment of a processing fee is required. Amounts loaned to participants are treated as invested in such loans and, to the extent unpaid, do not generate any earnings other than interest thereon.

Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum equal to the lesser of $50,000 reduced by the highest outstanding loan balance in the previous 12 months, if any, or 50% of their account balance. Loan terms range from one to five years or up to 10 years for the purchase of a primary residence. Loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined by the Committee. Interest rates range from 5% to 11%.

Payment of Benefits — Benefits are recorded when paid. On termination of service due to death, disability, or retirement, a participant or beneficiary may elect to (a) receive a lump sum amount equal to the value of the participant’s vested interest in his or her account, (b) roll over the value of the participant’s vested interest in his or her account into another qualified plan or Individual Retirement Account (IRA), or (c) receive annual installments over a specified period. When a participant terminates employment and the value of the vested portion of a participant’s account exceeds $5,000, the plan must receive the participant’s consent to the receipt of the distribution. If an inactive participant does not receive a distribution prior to reaching age 65, full distribution of the participant’s account shall be made upon reaching age 65. Participant’s may also receive hardship withdrawals in a lump sum payment. Active participant’s are eligible to receive in-service, hardship, or age 59 1/2 withdrawals.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The financial statements of the Plan are prepared using the accrual method of accounting.

Investments — The Plan’s common/collective trust funds are stated at fair value, which have been determined based on the quoted market price of the funds. The Plan’s investments in common stocks and mutual funds are stated at fair value, which is determined by quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. All receivables and liabilities are valued at cost, which approximates fair value.

Administrative Expenses — Administrative expenses represent estimates of amounts incurred for recordkeeping services and other administrative type services.

Use of Estimates — The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.

6


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

3. INVESTMENTS

Investments consist of the following at December 31, 2004 and 2003:

                                 
    December 31, 2004     December 31, 2003  
            Fair             Fair  
Description of Investments   Cost     Value     Cost     Value  
 
TBC, Inc. Pooled Employee Funds
  $ 15,805     $ 15,805     $ 17,552     $ 17,552  
 
                               
Mellon Stable Value Fund, Series J
    30,888,346       30,881,269  *            
 
                               
Dreyfus Standish Stable Value Fund
                26,140,932       26,134,320  *
 
                               
Dodge & Cox Stock Funds
    4,217,890       5,033,440  *     1,976,734       2,312,205  
 
                               
Dreyfus Disciplined Stock Fund
    7,513,233       7,666,786  *     8,879,187       8,490,159  *
 
                               
Dreyfus Short-Intermediate Government Fund
    2,591,988       2,524,029       3,349,526       3,332,009  
 
                               
American Funds Growth Fund of America, Class R4
    843,853       907,349              
 
                               
Thompson Plumb Growth Fund
    435,285       449,999              
 
                               
Western Asset Core Bond Fund
    376,058       374,598              
 
                               
Heartland Value Fund
    7,019,818       8,317,791  *     5,095,273       6,864,766  *
 
                               
Janus Fund
                1,723,400       1,554,110  
 
                               
MSIF Trust Mid Cap Growth Portfolio, Adviser Class Fund
    3,832,646       3,826,196       3,164,204       2,467,256  
 
                               
Morgan Stanley Dean Witter Institutional Technology Fund
                1,222,092       1,141,674  
 
                               
Artisan International Fund
    1,067,123       1,192,063       341,464       386,893  
 
                               
Oakmark Equity and Income Fund
    13,034,433       14,239,283  *     11,224,159       11,685,940  *
 
                               
Jack in the Box Inc. Common Stock
    6,477,219       11,160,549  *     7,963,061       8,167,231  *
 
                               
Participant Loans
          5,867,171  *           5,504,332  *
 
                       
 
                               
 
  $ 78,313,697     $ 92,456,328     $ 71,097,584     $ 78,058,447  
 
                       
 
*   Investments exceeding 5% of the Plan’s net assets as of the end of the year.

7


Table of Contents

JACK IN THE BOX INC. EASY$AVER PLUS PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

3. INVESTMENTS (continued)

During 2004 and 2003 the Plan’s investments (including gains and losses on investments bought and sold as well as held during the year) appreciated in value as follows:

                 
    2004     2003  
Mutual funds
  $ 2,888,557     $ 8,359,133  
Common stock
    5,591,855       1,578,220  
 
           
 
               
 
  $ 8,480,412     $ 9,937,353  
 
           

4. FEDERAL INCOME TAXES

The Plan received its latest determination letter dated May 29, 2002, in which the IRS has determined that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan sponsor believes that the Plan continues to qualify and to operate as designed, and the related trust is tax exempt.

The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.

8


Table of Contents

Schedule I

JACK IN THE BOX INC. EASY$AVER PLUS PLAN
EIN: 95-2698708
Plan Number: 003

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2004
                         
        (c)            
    (b)   Description of Investment Including            
    Identity of Issue, Borrower,   Maturity Date, Rate of Interest,   (d)     (e)  
(a)   Lessor, or Similar Party   Collateral, Par, or Maturity Value   Cost     Current Value  
 
 
  Common/Collective Trust Funds:                    
 
                       
*
  The Boston Company   15,805 shares of TBC, Inc. Pooled Employee Funds   $ 15,805     $ 15,805  
 
                       
*
  The Mellon, NA Trust Company   30,887,828 shares of Mellon Stable Value Fund, Series J     30,888,346       30,881,269  
 
                   
 
                       
 
            30,904,151       30,897,074  
 
                   
 
                       
*
  Jack in the Box Inc.   302,700 shares of Jack in the Box Inc. Common Stock     6,477,219       11,160,549  
 
                       
*
  Participant Loans   Interest rates ranging from 5% to 11%           5,867,171  

(continued)

9


Table of Contents

Schedule I

JACK IN THE B
OX INC. EASY$AVER PLUS PLAN
EIN: 95-2698708
Plan Number: 003

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)
December 31, 2004

                         
        (c)            
    (b)   Description of Investment Including            
    Identity of Issue, Borrower,   Maturity Date, Rate of Interest,   (d)     (e)  
(a)   Lessor, or Similar Party   Collateral, Par or Maturity Value   Cost     Current Value  
 
 
  Mutual Funds:                    
 
                       
 
  Dodge & Cox Funds   38,653 shares of Dodge & Cox Stock Fund   $ 4,217,890     $ 5,033,440  
 
                       
*
  The Mellon, NA Trust Company   240,112 shares of Dreyfus Disciplined Stock Fund     7,513,233       7,666,786  
 
                       
*
  The Mellon, NA Trust Company   239,018 shares of Dreyfus Short-Intermediate Government Fund     2,591,988       2,524,029  
 
                       
 
  Heartland Investor Services, Inc.   166,990 shares of Heartland Value Fund     7,019,818       8,317,791  
 
                       
 
  Thompson Plumb Funds, Inc.   9,617 shares of Thompson Plumb Growth Fund     435,285       449,999  
 
                       
 
  Morgan Stanley Institutional Fund Trust   186,371 shares of MSIF Trust Mid-Cap Growth Portfolio, Adviser Class Fund     3,832,646       3,826,196  
 
                       
 
  American Funds   33,322 shares of American Funds Growth Fund of America, Class R4     843,853       907,349  
 
                       
 
  Artisan Funds, Inc.   53,842 shares of Artisan International Fund     1,067,123       1,192,063  
 
                       
 
  Oakmark Equity and Income   605,927 shares of Oakmark Equity and Income I Fund     13,034,433       14,239,283  
 
                       
 
  Western Asset Core Funds   32,630 shares of Western Asset Core Bond Fund     376,058       374,598  
 
                   
 
                       
 
            40,932,327       44,531,534  
 
                   
 
                       
 
          $ 78,313,697     $ 92,456,328  
 
                   
 
*   Party-in-interest as defined by ERISA.

See accompanying report of independent registered public accounting firm.

10


Table of Contents

EXHIBITS

     
Number   Description
23
  Consent of Independent Registered Public Accounting Firm.

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

             
    JACK IN THE BOX INC. EASY$AVER    
    PLUS PLAN    
 
           
 
  By:   JERRY REBEL    
 
           
 
      Jerry Rebel    
 
      Member, Administrative Committee    
 
      Date: June 29, 2005    

11