As filed with the Securities and Exchange Commission on June 28, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934.
For the fiscal year ended December 31, 2001
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OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
----- ACT OF 1934.
For the transition period from to
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Commission file number 1-9390
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JACK IN THE BOX INC. EASY$AVER PLUS PLAN
(Full title of the Plan)
--------
JACK IN THE BOX INC.
(Name of issuer of the securities held pursuant to the Plan)
9330 Balboa Avenue
San Diego, CA 92123
(Address of principal executive offices)
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Financial Statements and Schedule
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
TABLE OF CONTENTS
Page
----
Independent Auditors' Report........................................... 1
Statements of Net Assets Available for Benefits........................ 2
Statements of Changes in Net Assets Available for Benefits............. 3
Notes to Financial Statements.......................................... 4
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)......... 9
Independent Auditors' Report
----------------------------
The Participants and the Administrative Committee
Jack in the Box Inc. Easy$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, 2001 and 2000, and the related statements of changes in net assets
available for benefits for each of the years in the two-year period ended
December 31, 2001. 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 auditing standards generally accepted
in the United States of America. 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, 2001 and 2000, and the changes in net assets available for benefits
for each of the years in the two-year period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental 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 subject 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.
KPMG LLP
San Diego, California
June 13, 2002
1
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
-----------------------------
2001 2000
------------ ------------
ASSETS
Investments (Note 3).......................... $ 67,143,264 $ 65,382,293
------------ ------------
Receivables:
Contributions from participants........... 215,489 168,069
Contributions from employer............... 63,353 48,520
Loan repayment............................ 73,445 65,145
Due from broker........................... 104,907 110,838
Interest.................................. 81,027 75,654
------------ ------------
538,221 468,226
------------ ------------
Total assets......................... 67,681,485 65,850,519
------------ ------------
LIABILITIES
Accrued expenses.............................. (24,519) (12,623)
Due to broker................................. (89,499) (68,178)
------------ ------------
Total liabilities.................... (114,018) (80,801)
------------ ------------
Net assets available for benefits............. $ 67,567,467 $ 65,769,718
============ ============
See accompanying notes to financial statements.
2
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
-----------------------------
2001 2000
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ADDITIONS
Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of
investments (Note 3)................... $ (4,766,289) $ (160,144)
Interest.................................. 1,349,034 1,260,402
Dividends................................. 910,582 741,965
------------ ------------
(2,506,673) 1,842,223
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Contributions:
Participants.............................. 6,086,070 5,237,560
Employer.................................. 1,672,564 1,440,324
------------ ------------
7,758,634 6,677,884
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Total additions...................... 5,251,961 8,520,107
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DEDUCTIONS
Deductions in net assets attributed to:
Benefits paid to participants............... (3,380,267) (4,417,918)
Administrative expenses..................... (73,945) 136,402
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Total deductions..................... (3,454,212) (4,281,516)
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Net increase......................... 1,797,749 4,238,591
Net assets available for benefits:
Beginning of year........................... 65,769,718 61,531,127
------------ ------------
End of year................................. $ 67,567,467 $ 65,769,718
============ ============
See accompanying notes to financial statements.
3
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 Dreyfus Service
Corporation.
The Plan covers substantially all regular administrative, clerical, warehouse
and distribution employees, and maintenance and equipment technicians of the
Company who have completed one year of service with at least 1,000 hours of
service, receive regular compensation from a payroll in 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 12% of their compensation in 1% increments through payroll deductions not
to exceed $10,500 in 2001 and 2000. This deferral is referred to as a pre-tax
deferral, i.e., it is not subject to income taxes in the year deferred. The
Company contributes 50% of the first 4% of compensation that a participant
contributes to the Plan.
4
JACK IN THE BOX INC. EASY$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, but is restored
if the participant becomes an eligible employee within five years after
termination. Forfeitures are used to reduce employer contributions. During the
years ended December 31, 2001 and 2000 forfeitures in the amount of $49,000 and
$15,000, respectively, were used to reduce employer contributions. As of
December 31, 2001, plan assets included $1,943 of unallocated forfeitures which
were invested in the Dreyfus Certus Stable Value Fund.
Participant Accounts - As of December 31, 2001, the trustee maintains thirteen
investment funds. Effective February 1, 2000 and July 25, 2001, the Crabbe Huson
Special Fund and Crabbe Huson Equity Fund, respectively, were removed from the
Plan and any remaining balances on those dates were transferred into the Dreyfus
Certus Stable Value Fund. Effective September 11, 2001, the Dodge & Cox Stock
Fund was added as a new investment option in the Plan. Participants may direct
their contributions and Company matching contributions to be placed in any of
the thirteen active investment funds allocated in multiples of 1% to any
combination of these investment funds. Earnings derived from the assets of any
investment fund are reinvested in the fund to which they relate.
Participants may elect to transfer all or any multiple of 1% of the value of
their accounts among funds on any market trading day. Pending investment of the
assets in an investment fund, the trustee may temporarily make certain
short-term investments.
The Plan permits voluntary withdrawals by participants of their after-tax
contributions and related earnings no more than once every six months. Because
of certain Internal Revenue Service ("IRS") regulations, participants may, with
Committee approval, withdraw pre-tax deferrals (exclusive of earnings for
withdrawals after December 31, 1989), Company matching contributions (if the
participant is fully vested) and related earnings only in the event of a
financial hardship.
5
JACK IN THE BOX INC. EASY$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 up to a
maximum equal to the lesser of $50,000 reduced by the highest outstanding loan
balance in the previous 12 months, if any, or 50% of their account balance. Loan
terms range from one to five years or up to 10 years for the purchase of a
primary residence. Loans are secured by the balance in the participant's account
and bear interest at a rate commensurate with local prevailing rates as
determined by the Committee. Interest rates range from 8.5% to 11.5%.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared using
the accrual method of accounting.
Investments - The Plan's common/collective trust funds are stated at fair value,
which have been determined based on the unit values of the funds. The Plan's
investments in common stocks and mutual funds are stated at fair value, which is
determined by quoted market prices. Purchases and sales of securities are
recorded on a trade-date basis. All receivables and liabilities are valued at
cost, which approximates fair value.
Administrative Expenses - Administrative expenses represent estimates of amounts
incurred for recordkeeping services and other administrative type services.
Administrative expenses for the year ended December 31, 2000 are displayed net
of an entry to adjust previously recorded estimates of expense to actual.
Use of Estimates - The preparation of financial statements in conformity with
accounting principals generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual results
could differ from those estimates.
6
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
3. INVESTMENTS
Investments consist of the following at December 31, 2001 and 2000:
December 31, 2001 December 31, 2000
--------------------------- ---------------------------
Fair Fair
Description of Investments Cost Value Cost Value
-------------------------------------------- ----------- ----------- ----------- ----------
TBC, Inc. Pooled Employee Funds........... $ 6,680 $ 6,680 $ 16,563 $ 16,563
Dreyfus Certus Stable Value Fund ........ 17,496,110 17,496,110 14,843,159 14,843,159
Crabbe Huson Equity Fund.................. - - 737,458 717,401
Dodge & Cox Stock Fund.................... 493,219 524,281 - -
Dreyfus Disciplined Stock Fund............ 9,919,096 9,596,343 10,335,643 11,560,618
Dreyfus Short-Intermediate
Government Fund ........................ 2,309,165 2,311,859 1,565,606 1,552,369
Dreyfus Lifetime Growth &
Income Fund............................. 11,249,746 10,536,996 10,941,458 11,009,174
Dreyfus Lifetime Growth Fund.............. 3,089,287 2,531,991 2,778,017 2,509,662
Dreyfus Lifetime Income Fund.............. 989,215 942,962 720,165 692,864
Heartland Value Fund...................... 3,043,582 3,232,437 1,906,017 1,903,047
Janus Fund ............................... 1,352,964 938,912 1,108,347 865,513
MAS Mid Cap Growth Advisers Fund.......... 3,431,324 2,161,033 3,497,579 2,854,708
Morgan Stanley Dean Witter
Institutional Technology Fund........... 1,045,697 658,911 1,211,867 819,913
Neuberger & Berman Guardian Trust......... 1,548,846 1,205,298 1,617,838 1,249,869
Warburg Pincus International
Equity Fund ............................ 1,555,456 1,028,066 1,463,007 1,094,275
Jack in the Box Inc. Common Stock......... 6,390,664 8,898,642 6,314,537 8,739,257
Participant loans receivable.............. - 5,072,743 - 4,953,901
----------- ----------- ----------- -----------
$63,921,051 $67,143,264 $59,057,261 $65,382,293
=========== =========== =========== ===========
7
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
3. INVESTMENTS (continued)
During 2001 and 2000 the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) appreciated
(depreciated) in value as follows:
2001 2000
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Mutual funds......................... $ (4,359,230) $ (3,035,447)
Common stock......................... (407,059) 2,875,303
------------ ------------
$ (4,766,289) $ (160,144)
============ ============
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.
8
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, 2001
(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 6,680 shares of TBC, Inc. Pooled Employee Funds $ 6,680 $ 6,680
* The Dreyfus Trust Company 17,496,110 shares of Dreyfus Certus Stable Value Fund 17,496,110 17,496,110
------------ ------------
17,502,790 17,502,790
------------ ------------
* Jack in the Box Inc. 323,117 shares of Jack in the Box Inc. Common Stock 6,390,664 8,898,642
* Participant loans Interest rates ranging from 8.5% to 11.5% - 5,072,743
(continued)
9
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, 2001
(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 5,216 shares of Dodge & Cox Stock Fund $ 493,219 $ 524,281
* The Dreyfus Corporation 300,167 shares of Dreyfus Disciplined Stock Fund 9,919,096 9,596,343
* The Dreyfus Corporation 213,863 shares of Dreyfus Short-Intermediate
Government Fund 2,309,165 2,311,859
* The Dreyfus Corporation 715,343 shares of Dreyfus Lifetime Growth &
Income Fund 11,249,746 10,536,996
* The Dreyfus Corporation 186,039 shares of Dreyfus Lifetime Growth Fund 3,089,287 2,531,991
* The Dreyfus Corporation 74,957 shares of Dreyfus Lifetime Income Fund 989,215 942,962
Heartland Advisors, Inc. 86,777 shares of Heartland Value Fund 3,043,582 3,232,437
Janus Distributors, Inc. 38,167 shares of Janus Fund 1,352,964 938,912
Miller Anderson & Sherrerd, LLP 125,715 shares of MAS Mid Cap Growth Advisers Fund 3,431,324 2,161,033
Morgan Stanley & Co. 51,639 shares of Morgan Stanley Dean Witter
Incorporated Institutional Technology Fund 1,045,697 658,911
Neuberger Berman
Management Incorporated 105,821 shares of Neuberger & Berman Guardian Trust 1,548,846 1,205,298
Counsellors Securities, Inc. 86,247 shares of Warburg Pincus International
Equity Fund 1,555,456 1,028,066
----------- -----------
40,027,597 35,669,089
----------- -----------
$63,921,051 $67,143,264
=========== ===========
* Party-in-interest as defined by ERISA.
See accompanying independent auditor's report.
10
EXHIBITS
1. Consent of KPMG LLP.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACK IN THE BOX INC. EASY$AVER
PLUS PLAN
By: LAWRENCE E. SCHAUF
------------------
Lawrence E. Schauf
Member, Administrative Committee
Date: June 28, 2002
11
Independent Auditors' Consent
The Board of Directors
Jack in the Box Inc.:
We consent to incorporation by reference in the registration statement (No.
33-54602) on Form S-8 of Jack in the Box Inc. of our report dated June 13, 2002,
relating to the statements of net assets available for benefits of the
Jack in the Box Inc. Easy$aver Plus Plan as of December 31, 2001 and 2000, and
the related statements of changes in net assets available for benefits for each
of the years in the two-year period ended December 31, 2001, and the related
schedule, which report appears in the December 31, 2001, annual report on
Form 11-K of the Jack in the Box Inc. Easy$aver Plus Plan.
KPMG LLP
San Diego, California
June 27, 2002
12