As filed with the Securities and Exchange Commission on June 19, 2003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
--- OF 1934.
For the fiscal year ended December 31, 2002
-----------------
OR
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$AVER PLUS PLAN
(Full title of the Plan)
JACK IN THE BOX INC.
(Name of issuer of the securities held pursuant to the Plan)
9330 Balboa Avenue
San Diego, CA 92123
(Address of principal executive offices)
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Financial Statements and Schedule
December 31, 2002 and 2001
(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,
2002 and 2001, 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, 2002.
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, 2002 and 2001, and the changes in net assets available for benefits
for each of the years in the two-year period ended December 31, 2002, 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 6, 2003
1
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Statements of Net Assets Available for Benefits
December 31,
-----------------------------
2002 2001
------------ ------------
ASSETS
Investments (Note 3).......................... $ 63,067,204 $ 67,143,264
------------ ------------
Receivables:
Contributions from participants........... 214,832 215,489
Contributions from employer............... 62,554 63,353
Loan repayment............................ 71,227 73,445
Due from broker........................... 51,004 104,907
Interest.................................. 92,479 81,027
------------ ------------
Total receivables.................... 492,096 538,221
------------ ------------
Cash.......................................... 44,421 -
------------ ------------
Total assets......................... 63,603,721 67,681,485
------------ ------------
LIABILITIES
Accrued expenses.............................. (125,717) (24,519)
Due to broker................................. (91,896) (89,499)
------------ ------------
Total liabilities.................... (217,613) (114,018)
------------ ------------
Net assets available for benefits............. $ 63,386,108 $ 67,567,467
============ ============
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,
-----------------------------
2002 2001
------------ ------------
ADDITIONS
Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of
investments (Note 3)................... $(10,305,247) $ (4,766,289)
Interest.................................. 1,389,177 1,349,034
Dividends................................. 610,765 910,582
------------ ------------
(8,305,305) (2,506,673)
------------ ------------
Contributions:
Participants.............................. 6,675,432 6,086,070
Employer.................................. 1,894,923 1,672,564
------------ ------------
8,570,355 7,758,634
------------ ------------
Total additions...................... 265,050 5,251,961
------------ ------------
DEDUCTIONS
Deductions in net assets attributed to:
Benefits paid to participants............... (4,293,348) (3,380,267)
Administrative expenses..................... (153,061) (73,945)
------------ ------------
Total deductions..................... (4,446,409) (3,454,212)
------------ ------------
Net increase (decrease).............. (4,181,359) 1,797,749
Net assets available for benefits:
Beginning of year........................... 67,567,467 65,769,718
------------ ------------
End of year................................. $ 63,386,108 $ 67,567,467
============ ============
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 Mellon HR Solutions.
The Plan covers substantially all regular 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 12% of their compensation in 1% increments through payroll deductions not
to exceed $11,000 and $10,500, in 2002 and 2001, respectively. This deferral is
referred to as a pre-tax deferral, i.e., it is not subject to income taxes in
the year deferred. The Company contributes 50% of the first 4% of compensation
that a participant contributes to the Plan.
4
JACK IN THE BOX INC. EASY$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. No
forfeitures were used to reduce employer contributions in 2002. During the year
ended December 31, 2001 forfeitures in the amount of $49,000 were used to reduce
employer contributions. As of December 31, 2002 and 2001, plan assets included
$34,382 and $1,943, respectively, of unallocated forfeitures, which were
invested in the Dreyfus Certus Stable Value Fund.
Participant Accounts - As of December 31, 2002, the trustee maintains thirteen
investment funds. Effective September 11, 2002 and November 29, 2002, the
Neuberger & Berman Guardian Trust and Warburg Pincus International Equity Fund,
respectively, were removed from the Plan and any remaining balances on those
dates were transferred into the Dreyfus Certus Stable Value Fund. Effective June
3, 2002, the Artisan International Fund was added as a new investment option in
the Plan. Participants may direct their contributions and Company matching
contributions to be placed in any of the thirteen active investment funds
allocated in multiples of 1% to any combination of these investment funds.
Earnings derived from the assets of any investment fund are reinvested in the
fund to which they relate.
Participants may elect to transfer all or any multiple of 1% of the value of
their accounts among funds on any market trading day. Pending investment of the
assets in an investment fund, the trustee may temporarily make certain
short-term investments.
The Plan permits voluntary withdrawals by participants of their after-tax
contributions and related earnings no more than once every six months. Because
of certain Internal Revenue Service ("IRS") regulations, participants may, with
Committee approval, withdraw pre-tax deferrals, Company matching contributions
(if the participant is fully vested) and certain related earnings only in the
event of a financial hardship.
5
JACK IN THE BOX INC. EASY$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 and up to a
maximum equal to the lesser of $50,000 reduced by the highest outstanding loan
balance in the previous 12 months, if any, or 50% of their account balance. Loan
terms range from one to five years or up to 10 years for the purchase of a
primary residence. Loans are secured by the balance in the participant's account
and bear interest at a rate commensurate with local prevailing rates as
determined by the Committee. Interest rates range from 5.25% to 11%.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared using
the accrual method of accounting.
Investments - The Plan's common/collective trust funds are stated at fair value,
which have been determined based on the unit values of the funds. The Plan's
investments in common stocks and mutual funds are stated at fair value, which is
determined by quoted market prices. Purchases and sales of securities are
recorded on a trade-date basis. All receivables and liabilities are valued at
cost, which approximates fair value.
Administrative Expenses - Administrative expenses represent estimates of amounts
incurred for recordkeeping services and other administrative type services.
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual results
could differ from those estimates.
6
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Notes to Financial Statements
(continued)
3. INVESTMENTS
Investments consist of the following at December 31, 2002 and 2001:
December 31, 2002 December 31, 2001
--------------------------- ---------------------------
Fair Fair
Description of Investments Cost Value Cost Value
--------------------------------------------------------------------------------------------------------
TBC, Inc. Pooled Employee Funds........... $ 17,598 17,598 $ 6,680 $ 6,680
Dreyfus Certus Stable Value Fund ........ 21,331,947 21,325,417 17,496,110 17,496,110
Dodge & Cox Stock Fund.................... 1,227,878 1,128,484 493,219 524,281
Dreyfus Disciplined Stock Fund............ 9,172,254 6,974,235 9,919,096 9,596,343
Dreyfus Short-Intermediate
Government Fund ........................ 3,046,699 3,078,103 2,309,165 2,311,859
Dreyfus Lifetime Growth &
Income Fund............................. 11,405,446 9,338,119 11,249,746 10,536,996
Dreyfus Lifetime Growth Fund.............. 3,141,343 2,141,903 3,089,287 2,531,991
Dreyfus Lifetime Income Fund.............. 1,262,924 1,189,468 989,215 942,962
Heartland Value Fund...................... 3,764,845 3,365,665 3,043,582 3,232,437
Janus Fund ............................... 1,473,420 889,322 1,352,964 938,912
MAS Mid Cap Growth Advisers Fund.......... 3,020,763 1,481,593 3,431,324 2,161,033
Morgan Stanley Dean Witter
Institutional Technology Fund........... 874,765 465,283 1,045,697 658,911
Neuberger & Berman Guardian Trust......... - - 1,548,846 1,205,298
Warburg Pincus International
Equity Fund ............................ - - 1,555,456 1,028,066
Artisan International Fund ............... 108,701 99,469 - -
Jack in the Box Inc. Common Stock......... 7,824,961 6,317,784 6,390,664 8,898,642
Participant Loans Receivable.............. - 5,254,761 - 5,072,743
----------- ----------- ----------- -----------
$67,673,544 $63,067,204 $63,921,051 $67,143,264
=========== =========== =========== ===========
7
JACK IN THE BOX INC. EASY$AVER PLUS PLAN
Notes to Financial Statements
(continued)
3. INVESTMENTS (continued)
During 2002 and 2001 the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) depreciated in
value as follows:
2002 2001
------------ ------------
Mutual funds............................... $ (6,902,211) $ (4,359,230)
Common stock............................... (3,403,036) (407,059)
------------ ------------
$(10,305,247) $ (4,766,289)
============ ============
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
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, 2002
(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 17,598 shares of TBC, Inc. Pooled Employee Funds $ 17,598 $ 17,598
* The Dreyfus Trust Company 21,331,947 shares of Dreyfus Certus Stable Value Fund 21,331,947 21,325,417
----------- -----------
21,349,545 21,343,015
----------- -----------
* Jack in the Box Inc. 365,233 shares of Jack in the Box Inc. Common Stock 7,824,961 6,317,784
* Participant loans Interest rates ranging from 5.25% to 11% - 5,254,761
(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, 2002
(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 12,816 shares of Dodge & Cox Stock Fund $ 1,227,878 $ 1,128,484
* The Dreyfus Trust Company 284,547 shares of Dreyfus Disciplined Stock Fund 9,172,254 6,974,235
* The Dreyfus Trust Company 280,337 shares of Dreyfus Short-Intermediate
Government Fund 3,046,699 3,078,103
* The Dreyfus Trust Company 738,191 shares of Dreyfus Lifetime Growth & Income Fund 11,405,446 9,338,119
* The Dreyfus Trust Company 203,991 shares of Dreyfus Lifetime Growth Fund 3,141,343 2,141,903
* The Dreyfus Trust Company 97,899 shares of Dreyfus Lifetime Income Fund 1,262,924 1,189,468
Heartland Investor Services, Inc. 106,982 shares of Heartland Value Fund 3,764,845 3,365,665
Janus Distributors, Inc. 49,906 shares of Janus Fund 1,473,420 889,322
Miller Anderson & Sherrerd, LLP 124,924 shares of MAS Mid Cap Growth Advisers Fund 3,020,763 1,481,593
Morgan Stanley & Co. 69,549 shares of Morgan Stanley
Incorporated Institutional Technology Fund 874,765 465,283
Artisan Funds, Inc. 6,725 shares of Artisan International Fund 108,701 99,469
----------- -----------
38,499,038 30,151,644
----------- -----------
$67,673,544 $63,067,204
=========== ===========
* Party-in-interest as defined by ERISA.
See accompanying independent auditor's report.
10
EXHIBITS
Number Description
------ -----------
23 Consent of KPMG LLP.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
JACK IN THE BOX INC. EASY$AVER
PLUS PLAN
By: /S/LAWRENCE E. SCHAUF
-------------------------
Lawrence E. Schauf
Member, Administrative Committee
Date: June 19, 2003
11