Jack In The Box 2006 Annual Report Download

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JACK IN THE BOX INC. 2006 ANNUAL REPORT
JACK IN THE BOX INC. 2006 ANNUAL REPORT

Table of contents

  • Page 1
    JACK IN THE BOX INC. 2006 ANNUAL REPORT JACK IN THE BOX INC. 2006 ANNUAL REPORT

  • Page 2
    Jack feels good. And for good reason.

  • Page 3
    ... operating margin 1O7 new Jack in the BoX and Qdoba restaurants 82 company Jack in the BoX restaurants refranchised and 7 new franchise units added, increasing franchise ownership to 29% of the system 151 re-imaged Jack in the BoX restaurants 28 all-time highs recorded for Jack in the BoX stock...

  • Page 4
    ... year, adding to earnings while growing system same-store sales by 5.9 percent. This strong performance is largely due to our success in executing the key initiatives of our long-term strategic plan, which are to profitably grow the company, reinvent the Jack in the Box brand, and expand franchising...

  • Page 5
    ... 2004 2005 2006 JACK IN THE BOX FRANCHISED RESTAURANTS, AS A PERCENTAGE OF THE SYSTEM TOTAL 19.1% 20.2% 22.3% 25.1% 29.1% 2002 2003 2004 2005 2006 1 1 The charts include total unit and same-store sales information for Qdoba Restaurant Corporation prior to its acquisition by the company in...

  • Page 6
    ... points versus last year, to 17.5 percent of sales, which was due primarily to the same-store sales growth along with lower costs for commodities and workers' compensation insurance, and profit improvement program initiatives. The re-imaging program under way at Jack in the Box includes a complete...

  • Page 7
    ... in the BoX This Jack in the Box restaurant in Seattle was one of the 151 locations re-imaged in 2006 as part of the chain's holistic approach to reinvent the Jack in the Box brand. An innovative use of colors and decorative architectural elements gives the restaurants a distinctive, contemporary...

  • Page 8
    ... competitive advantage. With state-of-the-art test kitchens and consumer research facilities, we have R&D capabilities to maintain the product development pipeline that has added even more variety, flavor and quality to our Jack in the Box menu. In 2006 we expanded our line of burgers and sandwiches...

  • Page 9
    ...their jobs and aligned with the company's service vision. To help our restaurants recruit and retain a more motivated workforce, we've launched several internal service initiatives, such as access to affordable healthcare and improved training programs. In addition to positively influencing customer...

  • Page 10
    ... orders with at least 24 hours notice, and their Q-To-Go hot bar is complete and ready for pick-up. Qdoba c Qdoba opened its 300th location in 2006, a franchiseoperated restaurant in Bloomington, Ind. The new restaurant was among 71 company and franchised Qdoba locations opened during the year...

  • Page 11
    ... executive at Qdoba. c c c ON FRANCHISING The third major initiative of our strategic plan is to increase franchising activities, including new unit development for Jack in the Box and Qdoba as well as the continued sales of company-operated Jack in the Box restaurants to franchise operators...

  • Page 12
    ...ON OUR FUTURE Jack is revered for his food, as well as for his award-winning television commercials, which are a big reason why consumers rank Jack in the Box among the top QSR chains in unaided awareness. Whether he's refereeing a fight between seasoned curly fries and natural-cut fries, wrestling...

  • Page 13
    ... company stores. Today we're a multi-branded restaurant company with operations stretching from coast to coast, border to border. We're also moving toward a business model that places greater emphasis on franchising as a means to expand and increase shareholder value. The results of these changes...

  • Page 14
    Financials c c c

  • Page 15
    ...million. Number of shares of common stock, $.01 par value, outstanding as of the close of business November 20, 2006 - 35,965,506. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2007 Annual Meeting of...

  • Page 16

  • Page 17
    ...Disclosures About Market Risk...Item 8. Financial Statements and Supplementary Data ...Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...Item 9A. Controls and Procedures...Item 9B. Other Information ...PART III Item 10. Directors and Executive Officers of...

  • Page 18
    ... menu, guest service and restaurant facilities. Our multifaceted growth strategy includes increasing same-store sales at JACK IN THE BOX and Qdoba, and new unit growth for both of these restaurant concepts. Our third strategic initiative to expand franchising activities includes new unit development...

  • Page 19
    ... of our food and guest service. • Strategic Plan - Growth Strategy. Our multifaceted growth strategy includes increasing same-store sales and new unit growth at both JACK IN THE BOX and Qdoba concepts. • JACK IN THE BOX Growth. Sales at company-operated JACK IN THE BOX restaurants open more...

  • Page 20
    ...to 100 persons and are open 18-24 hours a day. Drive-thru sales currently account for nearly 70% of sales at company-operated restaurants. The following table summarizes the changes in the number of company-operated and franchised JACK IN BOX restaurants since the beginning of fiscal 2002: 2006 2005...

  • Page 21
    ... year 2006, we opened 71 new Qdoba company-operated and franchised restaurants, representing unit growth of more than 28% over the prior year. Qdoba' s growth is expected to come primarily from increasing the number of franchise-developed locations. In fiscal 2007, we plan to open 80-90 new Qdoba...

  • Page 22
    ... restaurant managers are eligible for periodic bonuses based on achievement of location profit, profit improvement and/or certain other operational performance standards. Customer Satisfaction. We devote significant resources toward ensuring that all restaurants offer quality food and good service...

  • Page 23
    ... locations and use back-of-the-restaurant software to control purchasing, inventory, food and labor costs. These software products have been customized to meet Qdoba' s operating standards. Advertising and Promotion The Company builds brand awareness through its marketing and advertising programs...

  • Page 24
    ..., Financial Planning and Analysis Vice President, Chief Information Officer Vice President, Chief Marketing Officer Vice President, Controller Vice President, Treasurer Chief Executive Officer and President, Qdoba Restaurant Corporation Ms. Lang was elected Chairman of the Board and promoted to...

  • Page 25
    ... value of the food products offered, price, quality and speed of service, advertising, name identification, restaurant location and attractiveness of facilities. Each JACK IN THE BOX and Qdoba restaurant competes directly and indirectly with a large number of national and regional restaurant chains...

  • Page 26
    .... A significant number of our food service personnel are paid at rates related to the federal and state minimum wage, and, accordingly, increases in the minimum wage increase our labor costs. Federal and state laws may also require us to provide paid and unpaid leave to our employees, which could...

  • Page 27
    ... developments concerning factors such as inflation, increased cost of food, labor, fuel, utilities, technology, insurance and employee benefits (including increases in hourly wage, and workers' compensation and other insurance premiums), increases in the number and locations of competing restaurants...

  • Page 28
    ... operations and financial condition. Our promotional strategies or other actions during unfavorable competitive conditions may adversely affect our margins. Risks Related to Increased Labor Costs. We have a substantial number of employees who are paid wage rates at or slightly above the minimum wage...

  • Page 29
    ... reporting purposes. The ultimate outcome of such positions could have an adverse impact on our effective tax rate. Risks Related to Achieving Increased Franchise Ownership and to Franchise Operations. At October 1, 2006, approximately 29% of the JACK IN THE BOX restaurants were franchised. Our plan...

  • Page 30
    ... to close the new credit facility no later than December 19, 2006. Increased leverage could have certain material adverse effects on the Company, including, but not limited to the following: (i) our credit rating may be reduced; (ii) our ability to obtain additional financing in the future for...

  • Page 31
    ... executive offices are located in San Diego, California in an owned facility of approximately 150,000 square feet. We also own our 70,000 square foot Innovation Center and approximately 4 acres of undeveloped land directly next to it. Qdoba' s corporate support center is located in a leased facility...

  • Page 32
    ...RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information. The following table sets forth the high and low sales prices for our common stock during the fiscal quarters indicated, as reported on the New York Stock Exchange - Composite Transactions: Oct. 1, 2006 12 weeks...

  • Page 33
    ... financial statements. 2006 Fiscal Year 2005 2004 2003(1) (Dollars in thousands, except per share data) 2002 Statement of Operations Data: Revenues: Restaurant sales ...Distribution and other sales ...Franchise rents and royalties...Gains on sale of company-operated restaurants and other ...Total...

  • Page 34
    ... year 2006: • Restaurant Sales. New product introductions and strong customer response to marketing messages promoting the chain' s premium products and value menu contributed to sales growth at JACK IN THE BOX restaurants increasing both the average check and number of transactions. This positive...

  • Page 35
    ... STATEMENTS OF EARNINGS DATA Oct. 1, 2006 Fiscal Year Oct. 2, 2005 Oct. 3, 2004 Revenues: Restaurant sales ...76.0% Distribution and other sales ...18.5 3.7 Franchised rents and royalties...1.8 Gains on sale of company-operated restaurants and other...Total revenues...100.0% Costs of revenues...

  • Page 36
    ... JACK IN THE BOX restaurants opened in 2006, along with 11 new QUICK STUFF convenience stores, and the Company sold 82 JACK IN THE BOX company-operated restaurants to franchisees. Qdoba opened 71 company and franchise-operated restaurants during the year. Revenues Company-operated restaurant sales...

  • Page 37
    ... and other revenues in 2006. The average gain per restaurant increased in 2006 compared with 2005 and 2004 and is related to the specific sales and cash flows of the restaurants sold. We continued our strategy of selectively selling JACK IN THE BOX company-operated restaurants to franchises with the...

  • Page 38
    ...program and property and equipment expenditures. We generally reinvest available cash flows from operations to develop new or enhance existing restaurants, to repurchase shares of our common stock, as well as to reduce borrowings under the revolving credit agreement. Financial Condition. The Company...

  • Page 39
    ... the sale of company-operated restaurants were $54.4 million, $33.5 million and $21.5 million, respectively. Common Stock Repurchase Programs. In September 2005, the Board of Directors authorized the repurchase of $150 million of the Company' s outstanding common stock in the open market. Pursuant...

  • Page 40
    ...credit facility will be used to repay the Company' s existing term loan with the remaining proceeds, along with existing cash, used to fund the Tender Offer. The Company expects to close the new credit facility by December 18, 2006. Contractual Obligations and Commitments. The following is a summary...

  • Page 41
    ... assumptions used in the model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current period. Retirement Benefits - The Company sponsors pension and other retirement plans in various forms covering those employees who meet certain...

  • Page 42
    ... consolidated financial position, results of operations or cash flows. In June 2006, the FASB ratified the consensuses of Emerging Issues Task Force ("EITF") Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That...

  • Page 43
    ... statements upon adoption. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our primary exposure relating to financial instruments is changes in interest rates. The Company uses interest rate swaps agreements to reduce exposure to interest rate fluctuations. At October 1, 2006...

  • Page 44
    ...8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements and related financial information required to be filed are indexed on page F-1 and are incorporated herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable...

  • Page 45
    ... inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management' s assessment that Jack in the Box maintained effective internal control over financial reporting as of October 1, 2006, is fairly stated, in all...

  • Page 46
    ... Owners and Management" to be filed with the Commission pursuant to Regulation 14A within 120 days after October 1, 2006 and to be used in connection with our 2007 Annual Meeting of Stockholders is hereby incorporated by reference. Information regarding equity compensation plans under which Company...

  • Page 47
    ... Registered Public Accountant Fees and Services" to be filed with the Commission pursuant to Regulation 14A within 120 days after October 1, 2006 and to be used in connection with our 2007 Annual Meeting of Stockholders is hereby incorporated by reference. PART IV ITEM 15. EXHIBITS AND FINANCIAL...

  • Page 48
    ...) Retirement Agreement between Jack in the Box Inc. and John F. Hoffner, Executive Vice President and Chief Financial Officer(14) Executive Compensation - Base Salaries Jack in the Box Inc. Non-Employee Director Stock Option Award Agreement under the 2004 Stock Incentive Plan(19) Summary of Director...

  • Page 49
    ... s Definitive Proxy Statement dated January 13, 2006 for the Annual Meeting of Stockholders on February 17, 2006. (22) Previously filed and incorporated herein by reference from the registrant' s Quarterly Report on Form 10-Q for the quarter ended July 9, 2006. (23) Previously filed and incorporated...

  • Page 50
    ... caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JACK IN THE BOX INC. By: /S/ JERRY P. REBEL Jerry P. Rebel Executive Vice President and Chief Financial Officer (principal financial officer) (Duly Authorized Signatory) Date: November 22, 2006 Pursuant to...

  • Page 51
    ...CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets...Consolidated Statements of Earnings ...Consolidated Statements of Cash Flows...Consolidated Statements of Stockholders' Equity...Notes to Consolidated Financial Statements...

  • Page 52
    ... for Conditional Asset Retirement Obligations, in fiscal year 2006. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company' s internal control over financial reporting as of October 1, 2006, based on...

  • Page 53
    ... ...Accrued liabilities ...Total current liabilities ...Long-term debt, net of current maturities ...Other long-term liabilities ...Deferred income taxes ...Stockholders' equity: Preferred stock $.01 par value, 15,000,000 shares authorized, none issued ...Common stock $.01 par value, 75,000,000...

  • Page 54
    JACK IN THE BOX INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per share data) 2006 Fiscal Year 2005 2004 Revenues: Restaurant sales ...Distribution and other sales ...Franchise rents and royalties...Gains on sale of company-operated restaurants and other......

  • Page 55
    ... ...Gains on cash surrender value of Company-owned life insurance ...Gains on the sale of company-operated restaurants...Losses on the disposition of property and equipment, net...Loss on early retirement of debt ...Impairment charges and other...Cumulative effect of change in accounting principle...

  • Page 56
    ... ...Shares issued under stock plans, including tax benefit ...Amortization of unearned compensation, forfeitures and change in value of common stock ...Purchase of treasury stock ...Comprehensive income (loss): Net earnings...Gains on interest rate swaps, net of taxes ...Additional minimum pension...

  • Page 57
    ... FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of operations - Founded in 1951, Jack in the Box Inc. (the "Company") owns, operates, and franchises JACK IN THE BOX® quick-service restaurants and Qdoba...

  • Page 58
    ... cash flows. Inventories are valued at the lower of cost or market on a first-in, first-out basis. Changes in inventories are classified as an operating activity in the consolidated statements of cash flows. Assets held for sale and leaseback typically represent the costs for new sites that we plan...

  • Page 59
    ... 1, 2006 and October 2, 2005. Revenue recognition - Revenue from restaurant and fuel and convenience store sales are recognized when the food, beverage, and fuel products are sold. We provide purchasing, warehouse and distribution services for most of our franchise-operated restaurants. Revenue from...

  • Page 60
    ... FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Advertising costs - We maintain marketing funds which include contributions of approximately 5% and 1% of sales at all company-operated JACK IN THE BOX...

  • Page 61
    ... Related to Accounting for Tax Effects of Share-Based Payment Awards, which also specifies the method we must use to calculate excess tax benefits reported on the statement of cash flows. The excess tax benefits from share-based payment arrangements classified as financing cash flows for the year...

  • Page 62
    ... on a straight-line basis over their vesting periods of up to five years. Refer to Note 10, Share-Based Employee Compensation, for information regarding the assumptions used by the Company in valuing its stock options. Estimations - In preparing the consolidated financial statements in conformity...

  • Page 63
    ... of one JACK IN THE BOX franchised restaurant and three Qdoba franchised restaurants. 4. LONG-TERM DEBT 2006 2005 The detail of long-term debt at each year-end follows: Term loan, variable interest rate based on an applicable margin plus LIBOR, 6.89% at October 1, 2006, quarterly payments of...

  • Page 64
    ... various credit agreements, including limitations on additional borrowings, acquisitions, loans to franchisees, capital expenditures, lease commitments, stock repurchases and dividend payments, and requirements to maintain certain financial ratios, cash flows and net worth. As of October 1, 2006, we...

  • Page 65
    ... as follows: Fiscal year Capital leases Operating leases 2007...$ 2008...2009...2010...2011...Thereafter ...Total minimum lease payments...Less amount representing interest, 8.19% average interest rate ...Present value of obligations under capital leases ...Less current portion...Long-term capital...

  • Page 66
    ... of the following: 2006 2005 2004 Federal - current...$ - deferred ...State - current...- deferred...Subtotal ...Income taxes related to additional minimum pension liability and interest rate swaps ...Income tax benefit related to cumulative effect of accounting change ...Income taxes...$ 62,257...

  • Page 67
    ... future taxable income or alternative tax strategies. From time-to-time, we may take positions for filing our tax returns, which may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the Internal Revenue Service...

  • Page 68
    ...TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 8. RETIREMENT AND SAVINGS PLANS (continued) We use a June 30 measurement date for our defined benefit pension plans. The following table provides a reconciliation of the changes in benefit obligations, plan assets and...

  • Page 69
    ...we used the following weighted-average assumptions: 2006 Qualified plans 2005 2004 Non-qualified plan 2006 2005 2004 Assumptions used to determine benefit obligations (1): Discount rate...Long-term rate of return on assets...Rate of future compensation increases ...Assumptions used to determine net...

  • Page 70
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 8. RETIREMENT AND SAVINGS PLANS (continued) The assumed discount rate for our pension plans reflects the market rates for high-quality bonds currently available. The Company' s discount rate was determined by...

  • Page 71
    JACK IN THE BOX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 9. POSTRETIREMENT BENEFIT PLANS We sponsor health care plans that provide postretirement medical benefits for employees who meet minimum age and service requirements. The ...

  • Page 72
    ... CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 9. POSTRETIREMENT BENEFIT PLANS (continued) Health care cost trend rates - For measurement purposes, the weighted-average assumed health care cost trend rates were as follows for each fiscal year: 2006 2005 Health care...

  • Page 73
    ... STATEMENTS (Dollars in thousands, except per share data) 10. SHARE-BASED EMPLOYEE COMPENSATION Stock incentive plans - We offer share-based compensation plans to attract, retain, and motivate key officers, non-employee directors, and employees to work toward the financial success of the Company...

  • Page 74
    JACK IN THE BOX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 10. SHARE-BASED EMPLOYEE COMPENSATION (continued) Employee stock purchase plan - In February 2006, the stockholders of the Company approved an employee stock purchase plan ...

  • Page 75
    ... 10. SHARE-BASED EMPLOYEE COMPENSATION (continued) The weighted-average grant-date fair value of options granted was $20.42, $13.71, and $9.66 in 2006, 2005, and 2004, respectively. The intrinsic value of stock options is defined as the difference between the current market value and the grant price...

  • Page 76
    ... TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 10. SHARE-BASED EMPLOYEE COMPENSATION (continued) The following is a summary of nonvested stock activity for fiscal year 2006: Weightedaverage grant date fair value Shares Nonvested stock outstanding at October...

  • Page 77
    ... CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 11. STOCKHOLDERS' EQUITY (continued) Comprehensive income - Our total comprehensive income, net of taxes, was as follows: 2006 2005 2004 Net earnings ...$ 108,031 $ 91,537 $ 74,684 Net unrealized gains related to cash...

  • Page 78
    ... NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 14. SEGMENT REPORTING The Company operates its business in two operating segments, JACK IN THE BOX and Qdoba, based on the Company' s management structure and internal method of reporting. Based upon certain...

  • Page 79
    JACK IN THE BOX INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) 16. SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT INFORMATION October 1, 2006 October 2, 2005 Accounts and notes receivable, net: Trade...$ Notes receivable and other ......

  • Page 80
    ...be considered in quantifying a current year misstatement. SAB 108 is effective for the first interim period of the fiscal year ending after November 15, 2006. The adoption of this statement is not expected to have a material impact on the Company' s financial position or results of operations. F-30

  • Page 81
    ... credit facility and a $475,000 term loan. Proceeds from the new credit facility will be used to repay the Company' s existing term loan with the remaining proceeds, along with existing cash, used to fund the Tender Offer. The Company expects to close the new credit facility by December 18, 2006...

  • Page 82
    ...and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant' s internal control over financial reporting. Date: November 22, 2006 By: /S/ LINDA A. LANG Linda A. Lang Chief Executive Officer and...

  • Page 83
    ... and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant' s internal control over financial reporting. Date: November 22, 2006 By: /S/ JERRY P. REBEL Jerry P. Rebel Chief Financial Officer

  • Page 84
    ...(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: November 22, 2006 /S/ LINDA A. LANG Linda A. Lang Chief Executive Officer

  • Page 85
    ... of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: November 22, 2006 /S/ JERRY P. REBEL Jerry P. Rebel Chief Financial Officer

  • Page 86
    ...-looking statements: the company's ability to successfully execute strategic plans, anticipate trends and respond with competitive products and initiatives; the success of new products; negative publicity in connection with the company's products and services; delays in the opening of restaurants...

  • Page 87
    ... credit agreements and its public debt instruments restrict its right to declare or pay dividends or make other distributions of its capital stock. Annual Meeting Feb. 16, 2007, 2 p.m. Marriott Mission Valley 8757 Rio San Diego Drive San Diego, CA 92108 For general information about Jack in the Box...

  • Page 88
    Jack in the BoX Inc., 933O Balboa Avenue, San Diego, CA 92123 www.jackintheboX.com