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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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95-2698708
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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9330 Balboa Avenue, San Diego, CA
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92123
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
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Page
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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ITEM 1.
|
BUSINESS
|
|
|
Fiscal Year
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Company-operated restaurants:
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of period
|
|
417
|
|
|
413
|
|
|
431
|
|
|
465
|
|
|
547
|
|
New
|
|
2
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
6
|
|
Refranchised
|
|
(178
|
)
|
|
(1
|
)
|
|
(21
|
)
|
|
(37
|
)
|
|
(78
|
)
|
Closed
|
|
(15
|
)
|
|
—
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(11
|
)
|
Acquired from franchisees
|
|
50
|
|
|
1
|
|
|
7
|
|
|
4
|
|
|
1
|
|
End of period total
|
|
276
|
|
|
417
|
|
|
413
|
|
|
431
|
|
|
465
|
|
% of system
|
|
12
|
%
|
|
18
|
%
|
|
18
|
%
|
|
19
|
%
|
|
21
|
%
|
Franchise restaurants:
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of period
|
|
1,838
|
|
|
1,836
|
|
|
1,819
|
|
|
1,786
|
|
|
1,703
|
|
New
|
|
18
|
|
|
12
|
|
|
16
|
|
|
11
|
|
|
11
|
|
Refranchised
|
|
178
|
|
|
1
|
|
|
21
|
|
|
37
|
|
|
78
|
|
Closed
|
|
(9
|
)
|
|
(10
|
)
|
|
(13
|
)
|
|
(11
|
)
|
|
(5
|
)
|
Sold to company
|
|
(50
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|
(1
|
)
|
End of period total
|
|
1,975
|
|
|
1,838
|
|
|
1,836
|
|
|
1,819
|
|
|
1,786
|
|
% of system
|
|
88
|
%
|
|
82
|
%
|
|
82
|
%
|
|
81
|
%
|
|
79
|
%
|
System end of period total
|
|
2,251
|
|
|
2,255
|
|
|
2,249
|
|
|
2,250
|
|
|
2,251
|
|
|
|
Fiscal Year
|
|||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Company-operated restaurants:
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of period
|
|
367
|
|
|
322
|
|
|
310
|
|
|
296
|
|
|
316
|
|
New
|
|
23
|
|
|
35
|
|
|
17
|
|
|
16
|
|
|
34
|
|
Refranchised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
Closed
|
|
(5
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
(64
|
)
|
Acquired from franchisees
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
13
|
|
End of period total
|
|
385
|
|
|
367
|
|
|
322
|
|
|
310
|
|
|
296
|
|
% of system
|
|
53
|
%
|
|
53
|
%
|
|
49
|
%
|
|
49
|
%
|
|
48
|
%
|
Franchise restaurants:
|
|
|
|
|
|
|
|
|
|
|
|||||
Beginning of period
|
|
332
|
|
|
339
|
|
|
328
|
|
|
319
|
|
|
311
|
|
New
|
|
19
|
|
|
18
|
|
|
22
|
|
|
22
|
|
|
34
|
|
Refranchised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Closed
|
|
(10
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
(13
|
)
|
|
(16
|
)
|
Sold to company
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
End of period total
|
|
341
|
|
|
332
|
|
|
339
|
|
|
328
|
|
|
319
|
|
% of system
|
|
47
|
%
|
|
47
|
%
|
|
51
|
%
|
|
51
|
%
|
|
52
|
%
|
System end of period total
|
|
726
|
|
|
699
|
|
|
661
|
|
|
638
|
|
|
615
|
|
Name
|
|
Age
|
|
Positions
|
|
Years with the
Company
|
Leonard A. Comma
|
|
48
|
|
Chairman of the Board and Chief Executive Officer
|
|
16
|
Mark H. Blankenship, Ph.D.
|
|
56
|
|
Executive Vice President, Chief People, Culture and Corporate Strategy Officer
|
|
20
|
Jerry P. Rebel
|
|
60
|
|
Executive Vice President and Chief Financial Officer
|
|
14
|
Phillip H. Rudolph
|
|
59
|
|
Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary
|
|
10
|
Frances L. Allen
|
|
55
|
|
President, Jack in the Box Brand
|
|
3
|
Keith M. Guilbault
|
|
54
|
|
President, Qdoba Brand
|
|
13
|
Paul D. Melancon
|
|
61
|
|
Senior Vice President of Finance, Controller and Treasurer
|
|
12
|
Carol A. DiRaimo
|
|
56
|
|
Vice President, Chief Investor Relations and Corporate Communications Officer
|
|
9
|
Vanessa C. Fox
|
|
44
|
|
Vice President, Chief Development Officer
|
|
20
|
Dean C. Gordon
|
|
55
|
|
Vice President, Chief Supply Chain Officer
|
|
8
|
Raymond Pepper
|
|
56
|
|
Vice President and General Counsel
|
|
20
|
Iwona Alter
|
|
48
|
|
Vice President and Chief Marketing Officer, Jack in the Box Brand
|
|
11
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the inability to identify suitable franchisees;
|
•
|
limited availability of financing for the Company and for franchisees at acceptable rates and terms;
|
•
|
development costs exceeding budgeted or contracted amounts;
|
•
|
delays in completion of construction;
|
•
|
the inability to identify, or the unavailability of suitable sites at acceptable cost and other leasing or purchase terms;
|
•
|
developed properties not achieving desired revenue or cash flow levels once opened;
|
•
|
the negative impact of a new restaurant upon sales at nearby existing restaurants;
|
•
|
the challenge of developing in areas where competitors are more established or have greater penetration or access to suitable development sites;
|
•
|
incurring substantial unrecoverable costs in the event a development project is abandoned prior to completion;
|
•
|
impairment charges resulting from underperforming restaurants or decisions to curtail or cease investment in certain locations or markets;
|
•
|
in new geographic markets where we have limited or no existing locations, the inability to successfully expand or acquire critical market presence for our brands, acquire name recognition, successfully market our products or attract new customers;
|
•
|
operating cost levels that reduce the demand for, or raise the cost of, developing new restaurants;
|
•
|
unique regulations or challenges applicable to operating in non-traditional locations, such as airports, college campuses, military or government facilities;
|
•
|
the challenge of identifying, recruiting and training qualified restaurant management;
|
•
|
the inability to obtain all required permits;
|
•
|
changes in laws, regulations and interpretations, including interpretations of the requirements of the Americans with Disabilities Act; and
|
•
|
general economic and business conditions.
|
•
|
our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate or other purposes could be impaired, or any such financing may not be available on terms favorable to us;
|
•
|
a substantial portion of our cash flows could be required for debt service and, as a result, might not be available for our operations or other purposes;
|
•
|
any substantial decrease in net operating cash flows or any substantial increase in expenses could make it difficult for us to meet our debt service requirements or could force us to modify our operations or sell assets;
|
•
|
our ability to operate our business and our ability to repurchase stock or pay cash dividends to our stockholders may be restricted by the financial and other covenants set forth in the credit facility;
|
•
|
our ability to withstand competitive pressures may be decreased; and
|
•
|
our level of indebtedness may make us more vulnerable to economic downturns and reduce our flexibility in responding to changing business, regulatory and economic conditions.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
Company-
Operated
|
|
Franchise
|
|
Total
|
|||
Company-owned restaurant buildings:
|
|
|
|
|
|
|
|||
On company-owned land
|
|
20
|
|
|
197
|
|
|
217
|
|
On leased land
|
|
96
|
|
|
546
|
|
|
642
|
|
Subtotal
|
|
116
|
|
|
743
|
|
|
859
|
|
Company-leased restaurant buildings on leased land
|
|
545
|
|
|
990
|
|
|
1,535
|
|
Franchise directly-owned or directly-leased restaurant buildings
|
|
—
|
|
|
583
|
|
|
583
|
|
Total restaurant buildings
|
|
661
|
|
|
2,316
|
|
|
2,977
|
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
12 Weeks Ended
|
|
16 Weeks
Ended |
||||||||||||
|
|
October 1,
2017 |
|
July 9,
2017 |
|
April 16,
2017 |
|
January 22,
2017 |
||||||||
High
|
|
$
|
104.13
|
|
|
$
|
113.00
|
|
|
$
|
112.86
|
|
|
$
|
113.30
|
|
Low
|
|
$
|
90.89
|
|
|
$
|
95.76
|
|
|
$
|
93.04
|
|
|
$
|
91.02
|
|
|
|
13 Weeks Ended
|
|
12 Weeks Ended
|
|
16 Weeks
Ended |
||||||||||
|
|
October 2,
2016 |
|
July 3,
2016 |
|
April 10,
2016 |
|
January 17,
2016 |
||||||||
High
|
|
$
|
102.68
|
|
|
$
|
88.65
|
|
|
$
|
78.87
|
|
|
$
|
82.20
|
|
Low
|
|
$
|
83.64
|
|
|
$
|
64.30
|
|
|
$
|
61.78
|
|
|
$
|
69.60
|
|
|
|
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
|
|
(b) Weighted-average exercise price of outstanding options (1)
|
|
(c) Number of securities remaining for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
Equity compensation plans approved by security holders (2)
|
|
893,056
|
|
$80.15
|
|
2,222,717
|
(1)
|
Includes shares issuable in connection with our outstanding stock options, performance share awards, nonvested stock awards and units, and non-management director deferred stock equivalents. The weighted-average exercise price in column (b) includes the weighted-average exercise price of stock options.
|
(2)
|
For a description of our equity compensation plans, refer to Note 12,
Share-Based Employee Compensation
, of the notes to the consolidated financial statements.
|
(1)
|
The Peer Group Index comprises the following companies: Brinker International, Inc.; Buffalo Wild Wings, Inc.; Chipotle Mexican Grill Inc.; Cracker Barrel Old Country Store, Inc.; DineEquity, Inc.; Domino’s Pizza, Inc.; Papa John's Int'l, Inc.; Sonic Corp.; The Cheesecake Factory Inc.; and The Wendy’s Company.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Fiscal Year
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(dollars and shares in thousands, except per share data)
|
||||||||||||||||||
Statements of Earnings Data (1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
1,553,914
|
|
|
$
|
1,599,331
|
|
|
$
|
1,540,317
|
|
|
$
|
1,484,131
|
|
|
$
|
1,489,867
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating costs and expenses
|
|
$
|
1,325,807
|
|
|
$
|
1,370,646
|
|
|
$
|
1,340,005
|
|
|
$
|
1,318,275
|
|
|
$
|
1,356,302
|
|
(Gains) losses on the sale of company-operated restaurants
|
|
(38,034
|
)
|
|
(1,230
|
)
|
|
3,139
|
|
|
3,548
|
|
|
(4,640
|
)
|
|||||
Total operating costs and expenses, net
|
|
$
|
1,287,773
|
|
|
$
|
1,369,416
|
|
|
$
|
1,343,144
|
|
|
$
|
1,321,823
|
|
|
$
|
1,351,662
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings from continuing operations
|
|
$
|
138,308
|
|
|
$
|
126,270
|
|
|
$
|
112,601
|
|
|
$
|
94,844
|
|
|
$
|
82,608
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per Share and Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share from continuing operations (1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
4.52
|
|
|
$
|
3.74
|
|
|
$
|
3.00
|
|
|
$
|
2.33
|
|
|
$
|
1.91
|
|
Diluted
|
|
$
|
4.47
|
|
|
$
|
3.70
|
|
|
$
|
2.95
|
|
|
$
|
2.26
|
|
|
$
|
1.84
|
|
Cash dividends declared per common share (1)
|
|
$
|
1.60
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
$
|
0.40
|
|
|
$
|
—
|
|
Weighted-average shares outstanding — Basic (1)(2)
|
|
30,630
|
|
|
33,735
|
|
|
37,587
|
|
|
40,781
|
|
|
43,351
|
|
|||||
Weighted-average shares outstanding — Diluted (1)(2)
|
|
30,914
|
|
|
34,146
|
|
|
38,215
|
|
|
41,973
|
|
|
44,899
|
|
|||||
Market price at year-end
|
|
$
|
101.92
|
|
|
$
|
95.94
|
|
|
$
|
79.71
|
|
|
$
|
65.73
|
|
|
$
|
40.10
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Jack in the Box restaurants:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company-operated average unit volume (4)
|
|
$
|
1,874
|
|
|
$
|
1,870
|
|
|
$
|
1,858
|
|
|
$
|
1,708
|
|
|
$
|
1,606
|
|
Franchise-operated average unit volume (3)(4)
|
|
$
|
1,475
|
|
|
$
|
1,454
|
|
|
$
|
1,429
|
|
|
$
|
1,337
|
|
|
$
|
1,312
|
|
System average unit volume (3)(4)
|
|
$
|
1,543
|
|
|
$
|
1,530
|
|
|
$
|
1,510
|
|
|
$
|
1,412
|
|
|
$
|
1,381
|
|
Change in fiscal basis company-operated same-store sales (3)
|
|
(1.3
|
)%
|
|
0.0
|
%
|
|
5.1
|
%
|
|
2.0
|
%
|
|
1.0
|
%
|
|||||
Change in fiscal basis franchise-operated same-store sales (3)
|
|
0.9
|
%
|
|
1.6
|
%
|
|
7.0
|
%
|
|
2.0
|
%
|
|
0.1
|
%
|
|||||
Change in fiscal basis system same-store sales (3)
|
|
0.5
|
%
|
|
1.2
|
%
|
|
6.5
|
%
|
|
2.0
|
%
|
|
0.3
|
%
|
|||||
Qdoba restaurants:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Company-operated average unit volume (4)
|
|
$
|
1,164
|
|
|
$
|
1,209
|
|
|
$
|
1,199
|
|
|
$
|
1,114
|
|
|
$
|
1,080
|
|
Franchise-operated average unit volume (3)(4)
|
|
$
|
1,146
|
|
|
$
|
1,150
|
|
|
$
|
1,140
|
|
|
$
|
1,028
|
|
|
$
|
961
|
|
System average unit volume (3)(4)
|
|
$
|
1,156
|
|
|
$
|
1,179
|
|
|
$
|
1,169
|
|
|
$
|
1,070
|
|
|
$
|
1,017
|
|
Change in fiscal basis company-operated same-store sales (3)
|
|
(3.0
|
)%
|
|
1.7
|
%
|
|
8.3
|
%
|
|
5.7
|
%
|
|
0.5
|
%
|
|||||
Change in fiscal basis franchise-operated same-store sales (3)
|
|
0.3
|
%
|
|
1.1
|
%
|
|
10.4
|
%
|
|
6.3
|
%
|
|
1.1
|
%
|
|||||
Change in fiscal basis system same-store sales (3)
|
|
(1.5
|
)%
|
|
1.4
|
%
|
|
9.3
|
%
|
|
6.0
|
%
|
|
0.8
|
%
|
|||||
Capital expenditures (1)
|
|
$
|
67,453
|
|
|
$
|
96,615
|
|
|
$
|
86,226
|
|
|
$
|
60,525
|
|
|
$
|
84,690
|
|
Balance Sheet Data (at end of period) (1):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,228,421
|
|
|
$
|
1,345,012
|
|
|
$
|
1,303,979
|
|
|
$
|
1,270,665
|
|
|
$
|
1,319,209
|
|
Long-term debt, net of current maturities (5)
|
|
$
|
1,080,932
|
|
|
$
|
935,372
|
|
|
$
|
688,579
|
|
|
$
|
497,012
|
|
|
$
|
349,393
|
|
Stockholders’ (deficit) equity (6)
|
|
$
|
(388,032
|
)
|
|
$
|
(217,206
|
)
|
|
$
|
15,953
|
|
|
$
|
257,911
|
|
|
$
|
472,018
|
|
(1)
|
Financial data was extracted or derived from our audited consolidated financial statements.
|
(2)
|
Weighted-average shares reflect the impact of common stock repurchases under Board-approved programs.
|
(3)
|
Changes in same-store sales and average unit volumes are presented for franchise restaurants and on a system-wide basis, which includes company and franchise restaurants. Franchise sales represent sales at franchise restaurants and are revenues of our franchisees. We do not record franchise sales as revenues; however, our royalty revenues and percentage rent revenues are calculated based on a percentage of franchise sales. We believe franchise and system sales growth and average unit volume information is useful to investors as a significant indicator of the overall strength of our business as it incorporates our significant revenue drivers which are company and franchise same-store sales as well as net unit development. Company, franchise and system changes in same-store sales include the results of all restaurants that have been open more than one year.
|
(4)
|
2016 average unit volume is adjusted to exclude the 53rd week for comparison purposes.
|
(5)
|
Amounts in 2017 and 2016 are net of $639 and $2,140 of term loan debt issuance costs, respectively, due to the adoption of new authoritative accounting guidance on the presentation of debt issuance costs. For additional information, refer to Note 1,
Nature of Operations and Summary of Significant Accounting Policies,
of the notes to the consolidated financial statements.
|
(6)
|
In 2016, the Company began to accumulate a stockholders’ deficit related to the execution of our share repurchase programs authorized by our Board of Directors.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview
— a general description of our business and fiscal
2017
highlights.
|
•
|
Financial reporting
— a discussion of changes in presentation, if any.
|
•
|
Results of operations
— an analysis of our consolidated statements of earnings for the three years presented in our consolidated financial statements.
|
•
|
Liquidity and capital resources
— an analysis of our cash flows including pension and postretirement health contributions, capital expenditures, sale of company-operated restaurants, our credit facility, share repurchase activity, dividends, known trends that may impact liquidity and the impact of inflation, if applicable.
|
•
|
Discussion of critical accounting estimates
— a discussion of accounting policies that require critical judgments and estimates.
|
•
|
New accounting pronouncements
— a discussion of new accounting pronouncements, dates of implementation and the impact on our consolidated financial position or results of operations, if any.
|
•
|
Calendar Basis Same-Store Sales
—
Calendar basis same-store sales increased
0.5%
at Jack in the Box system restaurants compared with a year ago primarily driven by an increase in franchise restaurant AUVs. Qdoba’s calendar basis same-store sales decreased
3.0%
at company-operated restaurants compared with a year ago driven primarily by declines in traffic, partially offset by an increase in average check and growth in catering sales.
|
•
|
Company Restaurant Operations
—
Our consolidated company restaurant costs as a percentage of company restaurant sales
increased
to
82.4%
from
79.8%
in the prior year. Jack in the Box’s company restaurant costs as a percentage of company restaurant sales
increased
to
79.9%
from
78.8%
in the prior year due primarily to sales deleverage, higher labor costs related to wage inflation, and higher maintenance and repair costs, partially offset by the benefits of refranchising completed in 2017. Qdoba company restaurant costs as a percentage of company restaurant sales
increased
to
86.4%
from
81.9%
in the prior year primarily reflecting sales deleverage, an increase in food costs, and an increase in labor costs primarily related to the impact of new restaurant openings and wage inflation.
|
•
|
Jack in the Box Franchise Operations
—
Franchise costs as a percent of franchise revenues decreased to
47.3%
, from
48.5%
in the prior year, primarily driven by an increase in franchise fees resulting from the sale of 178 company-operated restaurants to franchisees, and a decrease in franchise support costs primarily due to savings realized in connection with our restructuring plan.
|
•
|
Jack in the Box Franchising Program
—
Jack in the Box franchisees opened a total of
18
restaurants. As part of our refranchising strategy, we sold 178 company-operated restaurants to franchisees in several different markets during 2017 generating proceeds of $99.4 million. Our Jack in the Box system was
88%
franchised at the end of fiscal
2017
. We plan to increase franchise ownership of the system to approximately 95%. Subsequent to the end of fiscal 2017, we signed non-binding letters of intent with franchisees to sell 32 company-operated restaurants in several markets with estimated pre-tax gross proceeds of $17.5 million to $18.0 million.
|
•
|
Jack in the Box Acquisition of Franchise-Operated Restaurants
—
We acquired 50 franchise-operated Jack in the Box restaurants from two franchisees for total consideration of
$15.9 million
, of which $13.8 million was non-cash. In the third quarter of 2017, we took back 31 restaurants as the result of an agreement with an underperforming franchisee who voluntarily agreed to turn over the restaurants. The additional 19 restaurants acquired in 2017 were the result of a legal action filed in September 2013 against a franchisee in which we obtained a judgment in January 2017 granting the Company possession of the restaurants.
|
•
|
Qdoba New Unit Growth
— We opened
23
company-operated restaurants and franchisees opened
19
restaurants, of which 14 were in non-traditional locations such as military bases and college campuses.
|
•
|
Restructuring Costs (including costs related to the Qdoba Evaluation)
—
In 2016, we announced a plan to reduce our general and administrative costs. Furthermore, during 2017, we retained Morgan Stanley & Co. LLC to assist our Board of Directors in its evaluation of potential alternatives with respect to Qdoba (the “Qdoba Evaluation”), as well as other ways to enhance shareholder value. In connection with these activities, we have recorded
$8.8 million
of restructuring charges, including
$5.3 million
related to the Qdoba Evaluation, which are included in impairment and other charges, net in the accompanying consolidated statements of earnings.
|
•
|
Return of Cash to Shareholders
—
We returned cash to shareholders in the form of share repurchases and quarterly cash dividends. We repurchased
3.2 million
shares of our common stock at an average price of
$101.59
per share, totaling
$327.2 million
, including the cost of brokerage fees. We also declared dividends of $1.60 per share totaling
$49.2 million
.
|
|
|
Fiscal Year
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Revenues:
|
|
|
|
|
|
|
|||
Company restaurant sales
|
|
74.2
|
%
|
|
75.3
|
%
|
|
75.1
|
%
|
Franchise rental revenues
|
|
14.9
|
%
|
|
14.6
|
%
|
|
14.7
|
%
|
Franchise royalties and other
|
|
10.9
|
%
|
|
10.1
|
%
|
|
10.2
|
%
|
Total revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating costs and expenses, net:
|
|
|
|
|
|
|
|||
Company restaurant costs:
|
|
|
|
|
|
|
|||
Food and packaging (1)
|
|
30.1
|
%
|
|
30.1
|
%
|
|
31.3
|
%
|
Payroll and employee benefits (1)
|
|
28.9
|
%
|
|
27.8
|
%
|
|
27.1
|
%
|
Occupancy and other (1)
|
|
23.3
|
%
|
|
21.9
|
%
|
|
21.3
|
%
|
Total company restaurant costs (1)
|
|
82.4
|
%
|
|
79.8
|
%
|
|
79.6
|
%
|
Franchise occupancy expenses (2)
|
|
74.1
|
%
|
|
73.1
|
%
|
|
75.0
|
%
|
Franchise support and other costs (3)
|
|
8.4
|
%
|
|
9.9
|
%
|
|
10.0
|
%
|
Selling, general and administrative expenses
|
|
10.7
|
%
|
|
12.7
|
%
|
|
14.4
|
%
|
Impairment and other charges, net
|
|
1.6
|
%
|
|
1.2
|
%
|
|
0.8
|
%
|
(Gains) losses on the sale of company-operated restaurants
|
|
(2.4
|
)%
|
|
(0.1
|
)%
|
|
0.2
|
%
|
Earnings from operations
|
|
17.1
|
%
|
|
14.4
|
%
|
|
12.8
|
%
|
Income tax rate (4)
|
|
37.0
|
%
|
|
36.5
|
%
|
|
36.9
|
%
|
(1)
|
As a percentage of company restaurant sales.
|
(2)
|
As a percentage of franchise rental revenues.
|
(3)
|
As a percentage of franchise royalties and other.
|
(4)
|
As a percentage of earnings from continuing operations and before income taxes.
|
|
|
Fiscal Year
|
||||||||||
|
|
Calendar Basis
|
|
Fiscal Basis
|
||||||||
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||
Jack in the Box:
|
|
|
|
|
|
|
|
|
||||
Company
|
|
(1.1
|
)%
|
|
(1.3
|
)%
|
|
0.0
|
%
|
|
5.1
|
%
|
Franchise
|
|
0.9
|
%
|
|
0.9
|
%
|
|
1.6
|
%
|
|
7.0
|
%
|
System
|
|
0.5
|
%
|
|
0.5
|
%
|
|
1.2
|
%
|
|
6.5
|
%
|
Qdoba:
|
|
|
|
|
|
|
|
|
||||
Company
|
|
(3.0
|
)%
|
|
(3.0
|
)%
|
|
1.7
|
%
|
|
8.3
|
%
|
Franchise
|
|
0.4
|
%
|
|
0.3
|
%
|
|
1.1
|
%
|
|
10.4
|
%
|
System
|
|
(1.4
|
)%
|
|
(1.5
|
)%
|
|
1.4
|
%
|
|
9.3
|
%
|
|
|
Fiscal Year
|
||||||||||
|
|
Calendar Basis
|
|
Fiscal Basis
|
||||||||
|
|
2017
|
|
2017
|
|
2016
|
|
2015
|
||||
Jack in the Box:
|
|
|
|
|
|
|
|
|
||||
Transactions
|
|
(5.2
|
)%
|
|
(5.5
|
)%
|
|
(2.9
|
)%
|
|
0.9
|
%
|
Average check (1)
|
|
4.1
|
%
|
|
4.2
|
%
|
|
2.9
|
%
|
|
4.2
|
%
|
Change in same-store sales
|
|
(1.1
|
)%
|
|
(1.3
|
)%
|
|
0.0
|
%
|
|
5.1
|
%
|
Qdoba:
|
|
|
|
|
|
|
|
|
||||
Transactions
|
|
(4.8
|
)%
|
|
(4.8
|
)%
|
|
1.5
|
%
|
|
(0.1
|
)%
|
Average Check (2)
|
|
1.1
|
%
|
|
1.1
|
%
|
|
(0.4
|
)%
|
|
7.3
|
%
|
Catering
|
|
0.7
|
%
|
|
0.7
|
%
|
|
0.6
|
%
|
|
1.1
|
%
|
Change in same-store sales
|
|
(3.0
|
)%
|
|
(3.0
|
)%
|
|
1.7
|
%
|
|
8.3
|
%
|
(1)
|
Amounts in 2017 on a calendar and fiscal basis include price increases of approximately
2.2%
. Amounts in 2016 and 2015 include price increases of approximately
3.0%
and 2.2%, respectively.
|
(2)
|
Amounts in 2017 on a calendar and fiscal basis include price increases of
0.3%
. Amounts in 2016 and 2015 include price increases of approximately
1.0%
and 0.2%, respectively.
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||
|
|
Company
|
|
Franchise
|
|
Total
|
|
Company
|
|
Franchise
|
|
Total
|
|
Company
|
|
Franchise
|
|
Total
|
|||||||||
Jack in the Box:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning of year
|
|
417
|
|
|
1,838
|
|
|
2,255
|
|
|
413
|
|
|
1,836
|
|
|
2,249
|
|
|
431
|
|
|
1,819
|
|
|
2,250
|
|
New
|
|
2
|
|
|
18
|
|
|
20
|
|
|
4
|
|
|
12
|
|
|
16
|
|
|
2
|
|
|
16
|
|
|
18
|
|
Refranchised
|
|
(178
|
)
|
|
178
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
(21
|
)
|
|
21
|
|
|
—
|
|
Acquired from franchisees
|
|
50
|
|
|
(50
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
Closed
|
|
(15
|
)
|
|
(9
|
)
|
|
(24
|
)
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
(13
|
)
|
|
(19
|
)
|
End of year
|
|
276
|
|
|
1,975
|
|
|
2,251
|
|
|
417
|
|
|
1,838
|
|
|
2,255
|
|
|
413
|
|
|
1,836
|
|
|
2,249
|
|
% of JIB system
|
|
12
|
%
|
|
88
|
%
|
|
100
|
%
|
|
18
|
%
|
|
82
|
%
|
|
100
|
%
|
|
18
|
%
|
|
82
|
%
|
|
100
|
%
|
Qdoba:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Beginning of year
|
|
367
|
|
|
332
|
|
|
699
|
|
|
322
|
|
|
339
|
|
|
661
|
|
|
310
|
|
|
328
|
|
|
638
|
|
New
|
|
23
|
|
|
19
|
|
|
42
|
|
|
35
|
|
|
18
|
|
|
53
|
|
|
17
|
|
|
22
|
|
|
39
|
|
Acquired from franchisees
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Closed
|
|
(5
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|
(4
|
)
|
|
(11
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|
(11
|
)
|
|
(16
|
)
|
End of year
|
|
385
|
|
|
341
|
|
|
726
|
|
|
367
|
|
|
332
|
|
|
699
|
|
|
322
|
|
|
339
|
|
|
661
|
|
% of Qdoba system
|
|
53
|
%
|
|
47
|
%
|
|
100
|
%
|
|
53
|
%
|
|
47
|
%
|
|
100
|
%
|
|
49
|
%
|
|
51
|
%
|
|
100
|
%
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total system
|
|
661
|
|
|
2,316
|
|
|
2,977
|
|
|
784
|
|
|
2,170
|
|
|
2,954
|
|
|
735
|
|
|
2,175
|
|
|
2,910
|
|
% of consolidated system
|
|
22
|
%
|
|
78
|
%
|
|
100
|
%
|
|
27
|
%
|
|
73
|
%
|
|
100
|
%
|
|
25
|
%
|
|
75
|
%
|
|
100
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Company restaurant sales
|
|
$
|
715,921
|
|
|
|
|
$
|
789,040
|
|
|
|
|
$
|
782,525
|
|
|
|
|||
Company restaurant costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Food and packaging
|
|
206,653
|
|
|
28.9
|
%
|
|
235,538
|
|
|
29.9
|
%
|
|
247,931
|
|
|
31.7
|
%
|
|||
Payroll and employee benefits
|
|
211,611
|
|
|
29.6
|
%
|
|
223,019
|
|
|
28.3
|
%
|
|
215,598
|
|
|
27.6
|
%
|
|||
Occupancy and other
|
|
153,451
|
|
|
21.4
|
%
|
|
162,869
|
|
|
20.6
|
%
|
|
157,281
|
|
|
20.1
|
%
|
|||
Total company restaurant costs
|
|
$
|
571,715
|
|
|
79.9
|
%
|
|
$
|
621,426
|
|
|
78.8
|
%
|
|
$
|
620,810
|
|
|
79.3
|
%
|
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||
Decrease in the average number of restaurants
|
|
$
|
(59.5
|
)
|
|
$
|
(13.9
|
)
|
53rd week
|
|
(15.1
|
)
|
|
15.1
|
|
||
AUV increase
|
|
1.5
|
|
|
5.3
|
|
||
Total (decrease) increase in company restaurant sales
|
|
$
|
(73.1
|
)
|
|
$
|
6.5
|
|
|
|
Increase/(Decrease)
|
||||
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||
Transactions
|
|
(5.5
|
)%
|
|
(2.9
|
)%
|
Average check (1)
|
|
4.2
|
%
|
|
2.9
|
%
|
Change in same-store sales
|
|
(1.3
|
)%
|
|
0.0
|
%
|
(1)
|
Includes price increases of approximately
2.2%
and
3.0%
in
2017
and
2016
, respectively.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Franchise rental revenues
|
|
$
|
231,578
|
|
|
$
|
232,794
|
|
|
$
|
226,494
|
|
|
|
|
|
|
|
|
||||||
Royalties
|
|
141,457
|
|
|
138,424
|
|
|
133,726
|
|
|||
Franchise fees and other
|
|
8,334
|
|
|
2,000
|
|
|
2,431
|
|
|||
Franchise royalties and other
|
|
149,791
|
|
|
140,424
|
|
|
136,157
|
|
|||
Total franchise revenues
|
|
381,369
|
|
|
373,218
|
|
|
362,651
|
|
|||
|
|
|
|
|
|
|
||||||
Rental expense
|
|
140,623
|
|
|
137,706
|
|
|
136,782
|
|
|||
Depreciation and amortization
|
|
30,860
|
|
|
32,344
|
|
|
33,128
|
|
|||
Franchise occupancy expenses
|
|
171,483
|
|
|
170,050
|
|
|
169,910
|
|
|||
Franchise support and other costs
|
|
8,811
|
|
|
11,107
|
|
|
11,726
|
|
|||
Total franchise costs
|
|
$
|
180,294
|
|
|
$
|
181,157
|
|
|
$
|
181,636
|
|
Franchise costs as a % of total franchise revenues
|
|
47.3
|
%
|
|
48.5
|
%
|
|
50.1
|
%
|
|||
|
|
|
|
|
|
|
||||||
Average number of franchise restaurants
|
|
1,867
|
|
|
1,838
|
|
|
1,828
|
|
|||
% increase
|
|
1.6
|
%
|
|
0.5
|
%
|
|
|
||||
Franchise restaurant AUV (1)
|
|
$
|
1,475
|
|
|
$
|
1,454
|
|
|
$
|
1,429
|
|
Increase in franchise-operated same-store sales
|
|
0.9
|
%
|
|
1.6
|
%
|
|
7.0
|
%
|
|||
Royalties as a percentage of total franchise restaurant sales
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Company restaurant sales
|
|
$
|
436,558
|
|
|
|
|
$
|
415,495
|
|
|
|
|
$
|
374,338
|
|
|
|
|||
Company restaurant costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Food and packaging
|
|
140,291
|
|
|
32.1
|
%
|
|
127,464
|
|
|
30.7
|
%
|
|
114,057
|
|
|
30.5
|
%
|
|||
Payroll and employee benefits
|
|
122,000
|
|
|
27.9
|
%
|
|
111,451
|
|
|
26.8
|
%
|
|
97,704
|
|
|
26.1
|
%
|
|||
Occupancy and other
|
|
115,095
|
|
|
26.4
|
%
|
|
101,289
|
|
|
24.4
|
%
|
|
88,742
|
|
|
23.7
|
%
|
|||
Total company restaurant costs
|
|
$
|
377,386
|
|
|
86.4
|
%
|
|
$
|
340,204
|
|
|
81.9
|
%
|
|
$
|
300,503
|
|
|
80.3
|
%
|
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||
Increase in the average number of restaurants
|
|
$
|
44.6
|
|
|
$
|
29.6
|
|
AUV (decrease) increase
|
|
(15.3
|
)
|
|
3.4
|
|
||
53rd week
|
|
(8.2
|
)
|
|
8.2
|
|
||
Total increase in company restaurant sales
|
|
$
|
21.1
|
|
|
$
|
41.2
|
|
|
|
Increase/(Decrease)
|
||||
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||
Transactions
|
|
(4.8
|
)%
|
|
1.5
|
%
|
Average check (1)
|
|
1.1
|
%
|
|
(0.4
|
)%
|
Catering
|
|
0.7
|
%
|
|
0.6
|
%
|
Change in same-store sales
|
|
(3.0
|
)%
|
|
1.7
|
%
|
(1)
|
Includes price increases of approximately
0.3%
and
1.0%
in
2017
and
2016
, respectively.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Franchise rental revenues
|
|
$
|
109
|
|
|
$
|
113
|
|
|
$
|
208
|
|
|
|
|
|
|
|
|
||||||
Royalties
|
|
18,545
|
|
|
20,090
|
|
|
19,033
|
|
|||
Franchise fees and other
|
|
1,412
|
|
|
1,375
|
|
|
1,562
|
|
|||
Franchise royalties and other
|
|
19,957
|
|
|
21,465
|
|
|
20,595
|
|
|||
Total franchise revenues
|
|
20,066
|
|
|
21,578
|
|
|
20,803
|
|
|||
|
|
|
|
|
|
|
||||||
Rental expense (1)
|
|
108
|
|
|
102
|
|
|
192
|
|
|||
Franchise support and other costs
|
|
5,411
|
|
|
4,884
|
|
|
3,962
|
|
|||
Total franchise costs
|
|
$
|
5,519
|
|
|
$
|
4,986
|
|
|
$
|
4,154
|
|
Franchise costs as a % of franchise revenue
|
|
27.5
|
%
|
|
23.1
|
%
|
|
20.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Average number of franchise restaurants
|
|
336
|
|
|
343
|
|
|
333
|
|
|||
% (decrease) increase
|
|
(2.0
|
)%
|
|
3.0
|
%
|
|
|
||||
Franchise restaurant AUV (2)
|
|
$
|
1,146
|
|
|
$
|
1,150
|
|
|
$
|
1,140
|
|
Increase in franchise-operated same-store sales
|
|
0.3
|
%
|
|
1.1
|
%
|
|
10.4
|
%
|
|||
Royalties as a percentage of franchise restaurant sales
|
|
4.8
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
(1)
|
Included in franchise occupancy expenses in the accompanying consolidated statements of earnings.
|
(2)
|
2016 AUV is adjusted to exclude the 53rd week for comparison purposes.
|
|
|
(Decrease)/Increase
|
||||||
|
|
2017 vs. 2016
|
|
2016 vs. 2015
|
||||
Incentive compensation (including share-based compensation and related payroll taxes)
|
|
$
|
(14,950
|
)
|
|
$
|
(5,839
|
)
|
Pension and postretirement benefits
|
|
(9,270
|
)
|
|
(5,265
|
)
|
||
Insurance
|
|
(3,509
|
)
|
|
3,423
|
|
||
53rd week
|
|
(2,970
|
)
|
|
2,970
|
|
||
Advertising
|
|
(2,269
|
)
|
|
886
|
|
||
Region administration
|
|
(1,902
|
)
|
|
(2,081
|
)
|
||
Consulting
|
|
(1,418
|
)
|
|
(531
|
)
|
||
Pre-opening costs
|
|
319
|
|
|
1,926
|
|
||
Employee relocation
|
|
682
|
|
|
(1,402
|
)
|
||
Cash surrender value of COLI policies, net
|
|
854
|
|
|
(3,486
|
)
|
||
Legal settlement
|
|
2,543
|
|
|
(2,543
|
)
|
||
Other
|
|
(6,174
|
)
|
|
(5,387
|
)
|
||
|
|
$
|
(38,064
|
)
|
|
$
|
(17,329
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restructuring costs
|
|
$
|
8,837
|
|
|
$
|
10,067
|
|
|
$
|
29
|
|
Costs of closed restaurants and other
|
|
7,237
|
|
|
3,431
|
|
|
3,592
|
|
|||
Losses on the disposition of property and equipment, net
|
|
3,635
|
|
|
2,801
|
|
|
1,319
|
|
|||
Restaurant impairment charges
|
|
3,096
|
|
|
544
|
|
|
557
|
|
|||
Accelerated depreciation
|
|
2,336
|
|
|
2,214
|
|
|
6,260
|
|
|||
|
|
$
|
25,141
|
|
|
$
|
19,057
|
|
|
$
|
11,757
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Number of restaurants sold to Jack in the Box franchisees
|
|
178
|
|
|
1
|
|
|
21
|
|
|||
|
|
|
|
|
|
|
||||||
Gains (losses) on the sale of company-operated restaurants
|
|
$
|
38,034
|
|
|
$
|
1,230
|
|
|
$
|
(3,139
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest expense
|
|
$
|
46,601
|
|
|
$
|
31,426
|
|
|
$
|
19,180
|
|
Interest income
|
|
(83
|
)
|
|
(345
|
)
|
|
(377
|
)
|
|||
Interest expense, net
|
|
$
|
46,518
|
|
|
$
|
31,081
|
|
|
$
|
18,803
|
|
•
|
working capital;
|
•
|
capital expenditures for new restaurant construction and restaurant renovations;
|
•
|
income tax payments;
|
•
|
debt service requirements; and
|
•
|
obligations related to our benefit plans.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
171,837
|
|
|
$
|
134,182
|
|
|
$
|
226,875
|
|
Investing activities
|
|
33,339
|
|
|
(104,398
|
)
|
|
(84,473
|
)
|
|||
Financing activities
|
|
(214,542
|
)
|
|
(30,454
|
)
|
|
(135,208
|
)
|
|||
Effect of exchange rate changes
|
|
(22
|
)
|
|
(43
|
)
|
|
(29
|
)
|
|||
Net (decrease) increase in cash
|
|
$
|
(9,388
|
)
|
|
$
|
(713
|
)
|
|
$
|
7,165
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Jack in the Box:
|
|
|
|
|
|
|
||||||
Restaurant facility expenditures
|
|
$
|
24,573
|
|
|
$
|
25,985
|
|
|
$
|
36,062
|
|
New restaurants
|
|
1,279
|
|
|
11,526
|
|
|
2,402
|
|
|||
Other, including information technology
|
|
3,574
|
|
|
1,096
|
|
|
3,464
|
|
|||
|
|
29,426
|
|
|
38,607
|
|
|
41,928
|
|
|||
Qdoba:
|
|
|
|
|
|
|
||||||
New restaurants
|
|
19,962
|
|
|
40,235
|
|
|
26,686
|
|
|||
Restaurant facility expenditures
|
|
13,083
|
|
|
8,341
|
|
|
3,762
|
|
|||
Other, including information technology
|
|
1,118
|
|
|
4,740
|
|
|
3,623
|
|
|||
|
|
34,163
|
|
|
53,316
|
|
|
34,071
|
|
|||
Shared Services:
|
|
|
|
|
|
|
||||||
Information technology
|
|
3,759
|
|
|
4,413
|
|
|
7,315
|
|
|||
Other, including facility improvements
|
|
105
|
|
|
279
|
|
|
2,912
|
|
|||
|
|
3,864
|
|
|
4,692
|
|
|
10,227
|
|
|||
|
|
|
|
|
|
|
||||||
Consolidated capital expenditures
|
|
$
|
67,453
|
|
|
$
|
96,615
|
|
|
$
|
86,226
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Number of restaurants sold and leased back
|
|
3
|
|
|
8
|
|
|
—
|
|
|||
Proceeds from sale and leaseback of assets
|
|
$
|
6,057
|
|
|
$
|
17,123
|
|
|
$
|
—
|
|
Purchases of assets intended for sale and leaseback
|
|
$
|
(5,769
|
)
|
|
$
|
(9,785
|
)
|
|
$
|
(10,396
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Number of restaurants sold to franchisees
|
|
178
|
|
|
1
|
|
|
21
|
|
|||
Total proceeds
|
|
$
|
99,591
|
|
|
$
|
1,439
|
|
|
$
|
3,951
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Number of restaurants acquired from franchisees
|
|
50
|
|
|
15
|
|
|
7
|
|
|||
Total consideration (1)
|
|
$
|
15,862
|
|
|
$
|
19,816
|
|
|
$
|
—
|
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Credit facility term loan (1)
|
|
$
|
668,549
|
|
|
$
|
83,879
|
|
|
$
|
584,670
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Revolving credit agreement (1)
|
|
521,899
|
|
|
16,585
|
|
|
505,314
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease obligations
|
|
12,840
|
|
|
2,263
|
|
|
3,833
|
|
|
3,699
|
|
|
3,045
|
|
|||||
Operating lease obligations
|
|
1,414,746
|
|
|
235,424
|
|
|
398,317
|
|
|
296,328
|
|
|
484,677
|
|
|||||
Purchase commitments (2)
|
|
3,074,400
|
|
|
880,800
|
|
|
885,400
|
|
|
641,400
|
|
|
666,800
|
|
|||||
Benefit obligations (3)
|
|
67,138
|
|
|
9,054
|
|
|
12,244
|
|
|
12,740
|
|
|
33,100
|
|
|||||
Total contractual obligations
|
|
$
|
5,759,572
|
|
|
$
|
1,228,005
|
|
|
$
|
2,389,778
|
|
|
$
|
954,167
|
|
|
$
|
1,187,622
|
|
Other Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stand-by letters of credit (4)
|
|
$
|
31,400
|
|
|
$
|
31,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Includes estimated interest expense based on rates in effect on
October 1, 2017
.
|
(2)
|
Includes purchase commitments for food, beverage, and packaging items to support system-wide restaurant operations.
|
(3)
|
Includes expected payments associated with our non-qualified defined benefit plan, postretirement healthcare plans and our non-qualified deferred compensation plan through fiscal 2027.
|
(4)
|
Consists primarily of letters of credit for workers’ compensation and general liability insurance.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE 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
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
ITEM 15(a) (1)
|
Financial Statements
. See Index to Consolidated Financial Statements on page F-1 of this Report.
|
ITEM 15(a) (2)
|
Financial Statement Schedules
. None.
|
Number
|
|
Description
|
|
Form
|
|
Filed with SEC
|
3.1
|
|
|
8-K
|
|
9/24/2007
|
|
|
|
|
|
|||
3.2
|
|
|
10-Q
|
|
8/10/2017
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
10.1.1
|
|
|
8-K
|
|
7/1/2010
|
|
|
|
|
|
|
|
|
10.1.2
|
|
|
8-K
|
|
7/1/2010
|
|
|
|
|
|
|
|
|
10.1.3
|
|
|
8-K
|
|
7/1/2010
|
|
|
|
|
|
|
|
|
10.1.4
|
|
|
10-Q
|
|
2/23/2012
|
|
|
|
|
|
|
|
|
10.1.7
|
|
|
8-K
|
|
3/20/2014
|
|
|
|
|
|
|
|
|
10.1.8
|
|
|
8-K
|
|
3/20/2014
|
|
|
|
|
|
|
|
|
10.1.9
|
|
|
8-K
|
|
3/20/2014
|
|
10.1.10
|
|
|
8-K
|
|
7/7/2015
|
|
|
|
|
|
|
|
|
Number
|
|
Description
|
|
Form
|
|
Filed with SEC
|
|
|
|
|
|
|
|
10.1.11
|
|
|
8-K
|
|
9/22/2016
|
|
10.1.12
|
|
|
8-K
|
|
9/22/2016
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
10-Q
|
|
2/20/2008
|
|
|
|
|
|
|||
10.2.1*
|
|
|
10-Q
|
|
5/17/2012
|
|
|
|
|
|
|
|
|
10.2.2*
|
|
|
10-K
|
|
11/21/2014
|
|
|
|
|
|
|
|
|
10.2.3*
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|||
10.2.4*
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
10-Q
|
|
2/18/2009
|
|
|
|
|
|
|
|
|
10.3.1 *
|
|
|
8-K
|
|
9/22/2015
|
|
|
|
|
|
|||
10.4*
|
|
|
10-Q
|
|
2/18/2009
|
|
|
|
|
|
|||
10.4.1 *
|
|
|
8-K
|
|
9/22/2015
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
10-K
|
|
11/22/2006
|
|
|
|
|
|
|||
10.8*
|
|
|
DEF 14A
|
|
1/25/2017
|
|
|
|
|
|
|||
10.8.1*
|
|
|
10-Q
|
|
8/5/2009
|
|
|
|
|
|
|
|
|
10.8.4*
|
|
|
10-K
|
|
11/20/2009
|
|
|
|
|
|
|
|
|
10.8.5*
|
|
|
10-K
|
|
11/24/2010
|
|
|
|
|
|
|||
10.8.6*
|
|
|
10-Q
|
|
5/14/2015
|
|
|
|
|
|
|
|
|
10.8.9*
|
|
|
10-K
|
|
11/22/2013
|
|
|
|
|
|
|
|
|
10.8.10*
|
|
|
10-K
|
|
11/22/2013
|
|
|
|
|
|
|
|
|
Number
|
|
Description
|
|
Form
|
|
Filed with SEC
|
10.8.11*
|
|
|
10-Q
|
|
2/19/2015
|
|
|
|
|
|
|
|
|
10.8.12*
|
|
|
10-Q
|
|
2/19/2015
|
|
|
|
|
|
|
|
|
10.8.13*
|
|
|
10-Q
|
|
2/18/2016
|
|
|
|
|
|
|
|
|
10.8.14*
|
|
|
10-Q
|
|
2/18/2016
|
|
|
|
|
|
|
|
|
10.8.15*
|
|
|
10-Q
|
|
5/12/2016
|
|
|
|
|
|
|
|
|
10.10.2*
|
|
|
DEF 14A
|
|
1/11/2016
|
|
|
|
|
|
|
|
|
10.10.3*
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
10.11*
|
|
|
10-Q
|
|
8/10/2012
|
|
|
|
|
|
|||
21.1
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
23.1
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|||
31.1
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|||
31.2
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|||
32.1
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|||
32.2
|
|
|
_____
|
|
Filed herewith
|
|
|
|
|
|
|||
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
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)
|
|
|
November 29, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ LEONARD A. COMMA
|
|
Chairman of the Board and Chief Executive Officer (principal executive officer)
|
|
November 29, 2017
|
Leonard A. Comma
|
|
|
|
|
|
|
|
||
/s/ JERRY P. REBEL
|
|
Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
November 29, 2017
|
Jerry P. Rebel
|
|
|
|
|
|
|
|
||
/s/ DAVID L. GOEBEL
|
|
Director
|
|
November 29, 2017
|
David L. Goebel
|
|
|
|
|
|
|
|
||
/s/ SHARON P. JOHN
|
|
Director
|
|
November 29, 2017
|
Sharon P. John
|
|
|
|
|
|
|
|
|
|
/s/ MADELEINE A. KLEINER
|
|
Director
|
|
November 29, 2017
|
Madeleine A. Kleiner
|
|
|
|
|
|
|
|
||
/s/ MICHAEL W. MURPHY
|
|
Director
|
|
November 29, 2017
|
Michael W. Murphy
|
|
|
|
|
|
|
|
||
/s/ JAMES M. MYERS
|
|
Director
|
|
November 29, 2017
|
James M. Myers
|
|
|
|
|
|
|
|
|
|
/s/ DAVID M. TEHLE
|
|
Director
|
|
November 29, 2017
|
David M. Tehle
|
|
|
|
|
|
|
|
||
/s/ JOHN T. WYATT
|
|
Director
|
|
November 29, 2017
|
John T. Wyatt
|
|
|
|
|
|
|
|
|
|
/s/ VIVIEN M. YEUNG
|
|
Director
|
|
November 29, 2017
|
Vivien M. Yeung
|
|
|
|
|
|
|
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Balance Sheets
|
|
|
Consolidated Statements of Earnings
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
Consolidated Statements of Cash Flows
|
|
|
Consolidated Statements of Stockholders’ (Deficit) Equity
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
October 1,
2017 |
|
October 2,
2016 |
||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
7,642
|
|
|
$
|
17,030
|
|
Accounts and other receivables, net
|
|
68,694
|
|
|
73,360
|
|
||
Inventories
|
|
6,647
|
|
|
8,229
|
|
||
Prepaid expenses
|
|
29,148
|
|
|
40,398
|
|
||
Assets held for sale
|
|
24,107
|
|
|
14,259
|
|
||
Other current assets
|
|
3,039
|
|
|
2,129
|
|
||
Total current assets
|
|
139,277
|
|
|
155,405
|
|
||
Property and equipment, at cost:
|
|
|
|
|
||||
Land
|
|
112,509
|
|
|
117,166
|
|
||
Buildings
|
|
1,112,763
|
|
|
1,116,244
|
|
||
Restaurant and other equipment
|
|
265,791
|
|
|
331,644
|
|
||
Construction in progress
|
|
31,558
|
|
|
40,522
|
|
||
|
|
1,522,621
|
|
|
1,605,576
|
|
||
Less accumulated depreciation and amortization
|
|
(889,630
|
)
|
|
(886,526
|
)
|
||
Property and equipment, net
|
|
632,991
|
|
|
719,050
|
|
||
Intangible assets, net
|
|
14,072
|
|
|
14,042
|
|
||
Goodwill
|
|
169,049
|
|
|
166,046
|
|
||
Other assets, net
|
|
273,032
|
|
|
290,469
|
|
||
|
|
$
|
1,228,421
|
|
|
$
|
1,345,012
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current liabilities:
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
$
|
64,383
|
|
|
$
|
55,935
|
|
Accounts payable
|
|
37,302
|
|
|
40,736
|
|
||
Accrued liabilities
|
|
160,305
|
|
|
181,250
|
|
||
Total current liabilities
|
|
261,990
|
|
|
277,921
|
|
||
Long-term debt, net of current maturities
|
|
1,080,932
|
|
|
935,372
|
|
||
Other long-term liabilities
|
|
273,531
|
|
|
348,925
|
|
||
Stockholders’ deficit:
|
|
|
|
|
||||
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued
|
|
—
|
|
|
—
|
|
||
Common stock $0.01 par value, 175,000,000 shares authorized, 81,843,483 and 81,598,524 issued, respectively
|
|
818
|
|
|
816
|
|
||
Capital in excess of par value
|
|
453,530
|
|
|
432,564
|
|
||
Retained earnings
|
|
1,485,820
|
|
|
1,399,721
|
|
||
Accumulated other comprehensive loss
|
|
(137,761
|
)
|
|
(187,021
|
)
|
||
Treasury stock, at cost, 52,411,407 and 49,190,992 shares, respectively
|
|
(2,190,439
|
)
|
|
(1,863,286
|
)
|
||
Total stockholders’ deficit
|
|
(388,032
|
)
|
|
(217,206
|
)
|
||
|
|
$
|
1,228,421
|
|
|
$
|
1,345,012
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Company restaurant sales
|
|
$
|
1,152,479
|
|
|
$
|
1,204,535
|
|
|
$
|
1,156,863
|
|
Franchise rental revenues
|
|
231,687
|
|
|
232,907
|
|
|
226,702
|
|
|||
Franchise royalties and other
|
|
169,748
|
|
|
161,889
|
|
|
156,752
|
|
|||
|
|
1,553,914
|
|
|
1,599,331
|
|
|
1,540,317
|
|
|||
Operating costs and expenses, net:
|
|
|
|
|
|
|
||||||
Company restaurant costs:
|
|
|
|
|
|
|
||||||
Food and packaging
|
|
346,944
|
|
|
363,002
|
|
|
361,988
|
|
|||
Payroll and employee benefits
|
|
333,611
|
|
|
334,470
|
|
|
313,302
|
|
|||
Occupancy and other
|
|
268,546
|
|
|
264,158
|
|
|
246,023
|
|
|||
Total company restaurant costs
|
|
949,101
|
|
|
961,630
|
|
|
921,313
|
|
|||
Franchise occupancy expenses
|
|
171,591
|
|
|
170,152
|
|
|
170,102
|
|
|||
Franchise support and other costs
|
|
14,222
|
|
|
15,991
|
|
|
15,688
|
|
|||
Selling, general and administrative expenses
|
|
165,752
|
|
|
203,816
|
|
|
221,145
|
|
|||
Impairment and other charges, net
|
|
25,141
|
|
|
19,057
|
|
|
11,757
|
|
|||
(Gains) losses
on the sale of company-operated restaurants
|
|
(38,034
|
)
|
|
(1,230
|
)
|
|
3,139
|
|
|||
|
|
1,287,773
|
|
|
1,369,416
|
|
|
1,343,144
|
|
|||
Earnings from operations
|
|
266,141
|
|
|
229,915
|
|
|
197,173
|
|
|||
Interest expense, net
|
|
46,518
|
|
|
31,081
|
|
|
18,803
|
|
|||
Earnings from continuing operations and before income taxes
|
|
219,623
|
|
|
198,834
|
|
|
178,370
|
|
|||
Income taxes
|
|
81,315
|
|
|
72,564
|
|
|
65,769
|
|
|||
Earnings from continuing operations
|
|
138,308
|
|
|
126,270
|
|
|
112,601
|
|
|||
Losses from discontinued operations, net of income tax benefit
|
|
(2,976
|
)
|
|
(2,197
|
)
|
|
(3,789
|
)
|
|||
Net earnings
|
|
$
|
135,332
|
|
|
$
|
124,073
|
|
|
$
|
108,812
|
|
|
|
|
|
|
|
|
||||||
Net earnings per share — basic:
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
|
$
|
4.52
|
|
|
$
|
3.74
|
|
|
$
|
3.00
|
|
Losses from discontinued operations
|
|
(0.10
|
)
|
|
(0.07
|
)
|
|
(0.10
|
)
|
|||
Net earnings per share (1)
|
|
$
|
4.42
|
|
|
$
|
3.68
|
|
|
$
|
2.89
|
|
Net earnings per share — diluted:
|
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
|
$
|
4.47
|
|
|
$
|
3.70
|
|
|
$
|
2.95
|
|
Losses from discontinued operations
|
|
(0.10
|
)
|
|
(0.06
|
)
|
|
(0.10
|
)
|
|||
Net earnings per share (1)
|
|
$
|
4.38
|
|
|
$
|
3.63
|
|
|
$
|
2.85
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
30,630
|
|
|
33,735
|
|
|
37,587
|
|
|||
Diluted
|
|
30,914
|
|
|
34,146
|
|
|
38,215
|
|
|||
|
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
|
$
|
1.60
|
|
|
$
|
1.20
|
|
|
$
|
1.00
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
135,332
|
|
|
$
|
124,073
|
|
|
$
|
108,812
|
|
Cash flow hedges:
|
|
|
|
|
|
|
||||||
Net change in fair value of derivatives
|
|
19,768
|
|
|
(25,439
|
)
|
|
(26,596
|
)
|
|||
Net loss reclassified to earnings
|
|
5,070
|
|
|
4,048
|
|
|
2,011
|
|
|||
|
|
24,838
|
|
|
(21,391
|
)
|
|
(24,585
|
)
|
|||
Tax effect
|
|
(9,592
|
)
|
|
8,281
|
|
|
9,517
|
|
|||
|
|
15,246
|
|
|
(13,110
|
)
|
|
(15,068
|
)
|
|||
Unrecognized periodic benefit costs:
|
|
|
|
|
|
|
||||||
Actuarial gains (losses) arising during the period
|
|
49,025
|
|
|
(71,971
|
)
|
|
(54,407
|
)
|
|||
Actuarial losses and prior service cost reclassified to earnings
|
|
6,429
|
|
|
4,546
|
|
|
9,863
|
|
|||
|
|
55,454
|
|
|
(67,425
|
)
|
|
(44,544
|
)
|
|||
Tax effect
|
|
(21,418
|
)
|
|
26,087
|
|
|
17,243
|
|
|||
|
|
34,036
|
|
|
(41,338
|
)
|
|
(27,301
|
)
|
|||
Other:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(35
|
)
|
|
(70
|
)
|
|
(45
|
)
|
|||
Tax effect
|
|
13
|
|
|
27
|
|
|
16
|
|
|||
|
|
(22
|
)
|
|
(43
|
)
|
|
(29
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax
|
|
49,260
|
|
|
(54,491
|
)
|
|
(42,398
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
$
|
184,592
|
|
|
$
|
69,582
|
|
|
$
|
66,414
|
|
|
|
Fiscal Year
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net earnings
|
|
$
|
135,332
|
|
|
$
|
124,073
|
|
|
$
|
108,812
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
88,939
|
|
|
92,844
|
|
|
89,468
|
|
|||
Deferred finance cost amortization
|
|
3,487
|
|
|
2,736
|
|
|
2,309
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
|
(4,232
|
)
|
|
(7,461
|
)
|
|
(18,602
|
)
|
|||
Deferred income taxes
|
|
(12,208
|
)
|
|
34,973
|
|
|
(3,191
|
)
|
|||
Share-based compensation expense
|
|
11,416
|
|
|
11,455
|
|
|
12,420
|
|
|||
Pension and postretirement expense
|
|
4,215
|
|
|
13,484
|
|
|
18,749
|
|
|||
(Gains) losses
on cash surrender value of company-owned life insurance
|
|
(2,424
|
)
|
|
(5,365
|
)
|
|
1,240
|
|
|||
(Gains) losses
on the sale of company-operated restaurants
|
|
(38,034
|
)
|
|
(1,230
|
)
|
|
3,139
|
|
|||
Losses on the disposition of property and equipment
|
|
3,635
|
|
|
2,654
|
|
|
1,847
|
|
|||
Impairment charges and other
|
|
7,940
|
|
|
4,759
|
|
|
6,815
|
|
|||
Changes in assets and liabilities, excluding acquisitions and dispositions:
|
|
|
|
|
|
|
||||||
Accounts and other receivables
|
|
(5,774
|
)
|
|
(28,181
|
)
|
|
(82
|
)
|
|||
Inventories
|
|
1,771
|
|
|
(713
|
)
|
|
105
|
|
|||
Prepaid expenses and other current assets
|
|
14,831
|
|
|
(15,367
|
)
|
|
35,255
|
|
|||
Accounts payable
|
|
480
|
|
|
2,225
|
|
|
2,281
|
|
|||
Accrued liabilities
|
|
(20,704
|
)
|
|
8,662
|
|
|
798
|
|
|||
Pension and postretirement contributions
|
|
(5,363
|
)
|
|
(101,052
|
)
|
|
(25,374
|
)
|
|||
Other
|
|
(11,470
|
)
|
|
(4,314
|
)
|
|
(9,114
|
)
|
|||
Cash flows provided by operating activities
|
|
171,837
|
|
|
134,182
|
|
|
226,875
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(67,453
|
)
|
|
(96,615
|
)
|
|
(86,226
|
)
|
|||
Purchases of assets intended for sale and leaseback
|
|
(5,769
|
)
|
|
(9,785
|
)
|
|
(10,396
|
)
|
|||
Proceeds from the sale and leaseback of assets
|
|
6,057
|
|
|
17,123
|
|
|
—
|
|
|||
Proceeds from the sale of company-operated restaurants
|
|
99,591
|
|
|
1,439
|
|
|
3,951
|
|
|||
Collections on notes receivable
|
|
1,715
|
|
|
3,555
|
|
|
5,917
|
|
|||
Acquisition of franchise-operated restaurants
|
|
(2,053
|
)
|
|
(19,816
|
)
|
|
—
|
|
|||
Other
|
|
1,251
|
|
|
(299
|
)
|
|
2,281
|
|
|||
Cash flows provided by (used in) investing activities
|
|
33,339
|
|
|
(104,398
|
)
|
|
(84,473
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Borrowings on revolving credit facilities
|
|
747,900
|
|
|
705,000
|
|
|
857,000
|
|
|||
Repayments of borrowings on revolving credit facilities
|
|
(533,300
|
)
|
|
(817,578
|
)
|
|
(768,000
|
)
|
|||
Proceeds from issuance of debt
|
|
—
|
|
|
417,578
|
|
|
300,000
|
|
|||
Principal repayments on debt
|
|
(57,404
|
)
|
|
(26,154
|
)
|
|
(198,397
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(2,385
|
)
|
|
(2,030
|
)
|
|||
Dividends paid on common stock
|
|
(48,925
|
)
|
|
(40,295
|
)
|
|
(37,390
|
)
|
|||
Proceeds from issuance of common stock
|
|
5,165
|
|
|
10,564
|
|
|
15,170
|
|
|||
Repurchases of common stock
|
|
(334,361
|
)
|
|
(284,645
|
)
|
|
(320,163
|
)
|
|||
Excess tax benefits from share-based compensation arrangements
|
|
4,232
|
|
|
7,461
|
|
|
18,602
|
|
|||
Change in book overdraft
|
|
2,151
|
|
|
—
|
|
|
—
|
|
|||
Cash flows used in financing activities
|
|
(214,542
|
)
|
|
(30,454
|
)
|
|
(135,208
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(22
|
)
|
|
(43
|
)
|
|
(29
|
)
|
|||
Net (decrease) increase in cash
|
|
(9,388
|
)
|
|
(713
|
)
|
|
7,165
|
|
|||
Cash at beginning of year
|
|
17,030
|
|
|
17,743
|
|
|
10,578
|
|
|||
Cash at end of year
|
|
$
|
7,642
|
|
|
$
|
17,030
|
|
|
$
|
17,743
|
|
|
|
Number
of Shares
|
|
Amount
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
|
|||||||||||||
Balance at September 28, 2014
|
|
80,127,387
|
|
|
$
|
801
|
|
|
$
|
356,727
|
|
|
$
|
1,244,897
|
|
|
$
|
(90,132
|
)
|
|
$
|
(1,254,382
|
)
|
|
$
|
257,911
|
|
Shares issued under stock plans, including tax benefit
|
|
968,769
|
|
|
10
|
|
|
33,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,772
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
12,420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,420
|
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
77
|
|
|
(37,590
|
)
|
|
—
|
|
|
—
|
|
|
(37,513
|
)
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(317,051
|
)
|
|
(317,051
|
)
|
||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,812
|
|
|
—
|
|
|
—
|
|
|
108,812
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
||||||
Effect of interest rate swaps, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,068
|
)
|
|
—
|
|
|
(15,068
|
)
|
||||||
Effect of actuarial losses and prior service cost, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,301
|
)
|
|
—
|
|
|
(27,301
|
)
|
||||||
Balance at September 27, 2015
|
|
81,096,156
|
|
|
811
|
|
|
402,986
|
|
|
1,316,119
|
|
|
(132,530
|
)
|
|
(1,571,433
|
)
|
|
15,953
|
|
||||||
Shares issued under stock plans, including tax benefit
|
|
502,368
|
|
|
5
|
|
|
18,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,025
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
11,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,455
|
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
103
|
|
|
(40,471
|
)
|
|
—
|
|
|
—
|
|
|
(40,368
|
)
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(291,853
|
)
|
|
(291,853
|
)
|
||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124,073
|
|
|
—
|
|
|
—
|
|
|
124,073
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
(43
|
)
|
||||||
Effect of interest rate swaps, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,110
|
)
|
|
—
|
|
|
(13,110
|
)
|
||||||
Effect of actuarial losses and prior service cost, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,338
|
)
|
|
—
|
|
|
(41,338
|
)
|
||||||
Balance at October 2, 2016
|
|
81,598,524
|
|
|
816
|
|
|
432,564
|
|
|
1,399,721
|
|
|
(187,021
|
)
|
|
(1,863,286
|
)
|
|
(217,206
|
)
|
||||||
Shares issued under stock plans, including tax benefit
|
|
244,959
|
|
|
2
|
|
|
9,395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,397
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
11,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,416
|
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
155
|
|
|
(49,233
|
)
|
|
—
|
|
|
—
|
|
|
(49,078
|
)
|
||||||
Purchases of treasury stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(327,153
|
)
|
|
(327,153
|
)
|
||||||
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
135,332
|
|
|
—
|
|
|
—
|
|
|
135,332
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
Effect of interest rate swaps, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,246
|
|
|
—
|
|
|
15,246
|
|
||||||
Effect of actuarial gains and prior service cost, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,036
|
|
|
—
|
|
|
34,036
|
|
||||||
Balance at October 1, 2017
|
|
81,843,483
|
|
|
$
|
818
|
|
|
$
|
453,530
|
|
|
$
|
1,485,820
|
|
|
$
|
(137,761
|
)
|
|
$
|
(2,190,439
|
)
|
|
$
|
(388,032
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
Jack in the Box:
|
|
|
|
|
|
|
Company-operated
|
|
276
|
|
417
|
|
413
|
Franchise
|
|
1,975
|
|
1,838
|
|
1,836
|
Total system
|
|
2,251
|
|
2,255
|
|
2,249
|
Qdoba:
|
|
|
|
|
|
|
Company-operated
|
|
385
|
|
367
|
|
322
|
Franchise
|
|
341
|
|
332
|
|
339
|
Total system
|
|
726
|
|
699
|
|
661
|
|
|
2017
|
|
2016
|
||||
Assets held for sale and leaseback
|
|
$
|
15,792
|
|
|
$
|
14,259
|
|
Other property and equipment held for sale
|
|
8,315
|
|
|
—
|
|
||
Assets held for sale
|
|
$
|
24,107
|
|
|
$
|
14,259
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Jack in the Box
|
|
$
|
36,489
|
|
|
$
|
41,189
|
|
|
$
|
41,895
|
|
Qdoba
|
|
21,721
|
|
|
20,488
|
|
|
17,687
|
|
|||
Total
|
|
$
|
58,210
|
|
|
$
|
61,677
|
|
|
$
|
59,582
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unfavorable lease commitment adjustments
|
|
$
|
(3,502
|
)
|
|
$
|
(2,818
|
)
|
|
$
|
(4,594
|
)
|
Ongoing facility related and other costs
|
|
(172
|
)
|
|
(71
|
)
|
|
(302
|
)
|
|||
Brokers commissions
|
|
(72
|
)
|
|
(58
|
)
|
|
(234
|
)
|
|||
Bad debt expense related to subtenants
|
|
(49
|
)
|
|
(234
|
)
|
|
(366
|
)
|
|||
Loss before income tax benefit
|
|
$
|
(3,795
|
)
|
|
$
|
(3,181
|
)
|
|
$
|
(5,496
|
)
|
Balance at October 2, 2016
|
|
$
|
2,943
|
|
Adjustments (1)
|
|
3,502
|
|
|
Cash payments
|
|
(4,000
|
)
|
|
Balance at October 1, 2017 (2)
|
|
$
|
2,445
|
|
(1)
|
Adjustments relate to revisions to certain sublease assumptions due to changes in market conditions, as well as charges to terminate
seven
lease agreements, and includes interest expense.
|
(2)
|
The weighted average remaining lease term related to these commitments is approximately
two
years.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restaurants sold to Jack in the Box franchisees
|
|
178
|
|
|
1
|
|
|
21
|
|
|||
New restaurants opened by franchisees:
|
|
|
|
|
|
|
||||||
Jack in the Box
|
|
18
|
|
|
12
|
|
|
16
|
|
|||
Qdoba
|
|
19
|
|
|
18
|
|
|
22
|
|
|||
|
|
|
|
|
|
|
||||||
Initial franchise fees
|
|
$
|
8,078
|
|
|
$
|
955
|
|
|
$
|
1,453
|
|
|
|
|
|
|
|
|
||||||
Proceeds from the sale of company-operated restaurants (1)
|
|
$
|
99,591
|
|
|
$
|
1,439
|
|
|
$
|
3,951
|
|
Net assets sold (primarily property and equipment)
|
|
(30,597
|
)
|
|
(195
|
)
|
|
(4,283
|
)
|
|||
Lease commitment charges (2)
|
|
(11,737
|
)
|
|
—
|
|
|
(2,542
|
)
|
|||
Goodwill related to the sale of company-operated restaurants
|
|
(10,056
|
)
|
|
(15
|
)
|
|
(47
|
)
|
|||
Other (3)
|
|
(9,167
|
)
|
|
1
|
|
|
(218
|
)
|
|||
Gains (losses) on the sale of company-operated restaurants
|
|
$
|
38,034
|
|
|
$
|
1,230
|
|
|
$
|
(3,139
|
)
|
(1)
|
Amounts in
2017
include additional proceeds of
$0.2 million
related to restaurants sold in a prior year. Amounts in
2016
and
2015
include additional proceeds of
$1.4 million
and
$1.5 million
, respectively, related to the extension of the underlying franchise and lease agreements from the sale of restaurants in prior years.
|
(2)
|
Charges are for operating restaurant leases with lease commitments in excess of our sublease rental income.
|
(3)
|
Amounts in 2017 represent impairment of
$4.6 million
and equipment write-offs of
$1.4 million
related to restaurants closed in connection with the sale of the related markets, maintenance and repair charges, and other miscellaneous non-capital charges. Amounts in 2015 primarily represent impairment charges related to restaurants closed in connection with the sale of the related markets.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restaurants acquired from franchisees
|
|
50
|
|
|
15
|
|
|
7
|
|
|||
|
|
|
|
|
|
|
||||||
Goodwill
|
|
$
|
13,059
|
|
|
$
|
17,034
|
|
|
$
|
—
|
|
Property and equipment
|
|
2,470
|
|
|
2,954
|
|
|
646
|
|
|||
Intangible assets
|
|
1,260
|
|
|
91
|
|
|
—
|
|
|||
Inventory
|
|
189
|
|
|
—
|
|
|
—
|
|
|||
Liabilities assumed
|
|
(1,116
|
)
|
|
(114
|
)
|
|
(613
|
)
|
|||
Gains on the acquisition of franchise-operated restaurants
|
|
—
|
|
|
(289
|
)
|
|
(33
|
)
|
|||
Other
|
|
—
|
|
|
140
|
|
|
—
|
|
|||
Total consideration
|
|
$
|
15,862
|
|
|
$
|
19,816
|
|
|
$
|
—
|
|
|
|
Jack in the
Box
|
|
Qdoba
|
|
Total
|
||||||
Balance at September 27, 2015
|
|
$
|
48,430
|
|
|
$
|
100,597
|
|
|
$
|
149,027
|
|
Acquisition of franchise-operated restaurants
|
|
—
|
|
|
17,034
|
|
|
17,034
|
|
|||
Sale of company-operated restaurants to franchisees
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||
Balance at October 2, 2016
|
|
48,415
|
|
|
117,631
|
|
|
166,046
|
|
|||
Acquisition of franchise-operated restaurants
|
|
13,059
|
|
|
—
|
|
|
13,059
|
|
|||
Sale of company-operated restaurants to franchisees
|
|
(10,056
|
)
|
|
—
|
|
|
(10,056
|
)
|
|||
Balance at October 1, 2017
|
|
$
|
51,418
|
|
|
$
|
117,631
|
|
|
$
|
169,049
|
|
|
|
2017
|
|
2016
|
||||
Amortized intangible assets:
|
|
|
|
|
||||
Gross carrying amount
|
|
$
|
17,993
|
|
|
$
|
17,205
|
|
Less accumulated amortization
|
|
(12,721
|
)
|
|
(11,963
|
)
|
||
Net carrying amount
|
|
5,272
|
|
|
5,242
|
|
||
Non-amortized intangible assets:
|
|
|
|
|
||||
Trademark
|
|
8,800
|
|
|
8,800
|
|
||
Net carrying amount
|
|
$
|
14,072
|
|
|
$
|
14,042
|
|
2018
|
$
|
820
|
|
2019
|
$
|
760
|
|
2020
|
$
|
723
|
|
2021
|
$
|
680
|
|
2022
|
$
|
599
|
|
|
|
Total
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets (3)
(Level 1)
|
|
Significant
Other
Observable
Inputs (3)
(Level 2)
|
|
Significant
Unobservable
Inputs (3)
(Level 3)
|
||||||||
Fair value measurements as of October 1, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Non-qualified deferred compensation plan (1)
|
|
$
|
(37,575
|
)
|
|
$
|
(37,575
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps (Note 6) (2)
|
|
(22,927
|
)
|
|
—
|
|
|
(22,927
|
)
|
|
—
|
|
||||
Total liabilities at fair value
|
|
$
|
(60,502
|
)
|
|
$
|
(37,575
|
)
|
|
$
|
(22,927
|
)
|
|
$
|
—
|
|
Fair value measurements as of October 2, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Non-qualified deferred compensation plan (1)
|
|
$
|
(36,933
|
)
|
|
$
|
(36,933
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swaps (Note 6) (2)
|
|
(47,765
|
)
|
|
—
|
|
|
(47,765
|
)
|
|
—
|
|
||||
Total liabilities at fair value
|
|
$
|
(84,698
|
)
|
|
$
|
(36,933
|
)
|
|
$
|
(47,765
|
)
|
|
$
|
—
|
|
(1)
|
We maintain an unfunded defined contribution plan for key executives and other members of management. The fair value of this obligation is based on the closing market prices of the participants’ elected investments.
|
(2)
|
We entered into interest rate swaps to reduce our exposure to rising interest rates on our variable rate debt. The fair values of our interest rate swaps are based upon Level 2 inputs which include valuation models as reported by our counterparties. The key inputs for the valuation models are quoted market prices, discount rates and forward yield curves.
|
(3)
|
We did not have any transfers in or out of Level 1, 2 or 3.
|
|
|
Balance
Sheet
Location
|
|
Fair Value
|
||||||
|
|
|
2017
|
|
2016
|
|||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Accrued
liabilities |
|
$
|
(4,777
|
)
|
|
$
|
(5,857
|
)
|
Interest rate swaps
|
|
Other long-term liabilities
|
|
(18,150
|
)
|
|
(41,908
|
)
|
||
Total derivatives (Note 5)
|
|
|
|
$
|
(22,927
|
)
|
|
$
|
(47,765
|
)
|
|
|
Location of
Loss
in Income
|
|
2017
|
|
2016
|
|
2015
|
||||||
Gain (loss) recognized in OCI
|
|
N/A
|
|
$
|
19,768
|
|
|
$
|
(25,439
|
)
|
|
$
|
(26,596
|
)
|
Loss reclassified from accumulated OCI into net earnings
|
|
Interest
expense, net
|
|
$
|
5,070
|
|
|
$
|
4,048
|
|
|
$
|
2,011
|
|
|
|
2017
|
|
2016
|
||||
Revolver, variable interest rate based on an applicable margin plus LIBOR, 3.34% at October 1, 2017
|
|
$
|
497,022
|
|
|
$
|
282,422
|
|
Term loan, variable interest rate based on an applicable margin plus LIBOR, 3.24% at October 1, 2017
|
|
639,385
|
|
|
694,141
|
|
||
Capital lease obligations, 3.50% weighted average interest rate at October 1, 2017
|
|
11,049
|
|
|
18,523
|
|
||
|
|
1,147,456
|
|
|
995,086
|
|
||
Less current maturities of long-term debt, net of $1,502 and $1,639 of term loan debt issuance costs, respectively
|
|
(64,383
|
)
|
|
(55,935
|
)
|
||
Less term loan debt issuance costs
|
|
(2,141
|
)
|
|
(3,779
|
)
|
||
|
|
$
|
1,080,932
|
|
|
$
|
935,372
|
|
2018
|
|
$
|
65,885
|
|
2019
|
|
1,074,211
|
|
|
2020
|
|
1,608
|
|
|
2021
|
|
1,655
|
|
|
2022
|
|
1,704
|
|
|
Thereafter
|
|
2,393
|
|
|
|
|
$
|
1,147,456
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Minimum rentals
|
|
$
|
223,628
|
|
|
$
|
222,437
|
|
|
$
|
212,722
|
|
Contingent rentals
|
|
3,126
|
|
|
2,943
|
|
|
2,549
|
|
|||
Total rent expense
|
|
226,754
|
|
|
225,380
|
|
|
215,271
|
|
|||
Less rental expense on subleased properties
|
|
(145,834
|
)
|
|
(145,173
|
)
|
|
(141,946
|
)
|
|||
Net rent expense
|
|
$
|
80,920
|
|
|
$
|
80,207
|
|
|
$
|
73,325
|
|
Fiscal Year
|
|
Capital
Leases
|
|
Operating
Leases |
||||
2018
|
|
$
|
2,263
|
|
|
$
|
235,424
|
|
2019
|
|
1,968
|
|
|
212,500
|
|
||
2020
|
|
1,865
|
|
|
185,817
|
|
||
2021
|
|
1,867
|
|
|
170,119
|
|
||
2022
|
|
1,832
|
|
|
126,209
|
|
||
Thereafter
|
|
3,045
|
|
|
484,677
|
|
||
Total minimum lease payments
|
|
12,840
|
|
|
$
|
1,414,746
|
|
|
Less amount representing interest, 3.50% weighted average interest rate
|
|
(1,791
|
)
|
|
|
|||
Present value of obligations under capital leases
|
|
11,049
|
|
|
|
|||
Less current portion
|
|
(2,003
|
)
|
|
|
|||
Long-term capital lease obligations
|
|
$
|
9,046
|
|
|
|
|
|
2017
|
|
2016
|
||||
Buildings
|
|
$
|
7,301
|
|
|
$
|
9,716
|
|
Equipment
|
|
11,909
|
|
|
17,855
|
|
||
Less accumulated amortization
|
|
(8,952
|
)
|
|
(10,325
|
)
|
||
|
|
$
|
10,258
|
|
|
$
|
17,246
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Total rental income (1)
|
|
$
|
237,171
|
|
|
$
|
238,375
|
|
|
$
|
232,264
|
|
Contingent rentals
|
|
$
|
33,168
|
|
|
$
|
31,632
|
|
|
$
|
28,348
|
|
(1)
|
Includes contingent rentals.
|
Fiscal Year
|
|
||
2018
|
$
|
204,162
|
|
2019
|
219,358
|
|
|
2020
|
215,921
|
|
|
2021
|
229,382
|
|
|
2022
|
206,554
|
|
|
Thereafter
|
1,248,289
|
|
|
Total minimum future rent receivable
|
$
|
2,323,666
|
|
|
|
2017
|
|
2016
|
||||
Land
|
|
$
|
88,647
|
|
|
$
|
73,527
|
|
Buildings
|
|
759,003
|
|
|
674,690
|
|
||
Equipment
|
|
342
|
|
|
4,382
|
|
||
|
|
847,992
|
|
|
752,599
|
|
||
Less accumulated depreciation
|
|
(540,851
|
)
|
|
(480,600
|
)
|
||
|
|
$
|
307,141
|
|
|
$
|
271,999
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Restructuring costs
|
|
$
|
8,837
|
|
|
$
|
10,067
|
|
|
$
|
29
|
|
Costs of closed restaurants and other
|
|
7,237
|
|
|
3,431
|
|
|
3,592
|
|
|||
Losses on disposition of property and equipment, net (1)
|
|
3,635
|
|
|
2,801
|
|
|
1,319
|
|
|||
Restaurant impairment charges
|
|
3,096
|
|
|
544
|
|
|
557
|
|
|||
Accelerated depreciation
|
|
2,336
|
|
|
2,214
|
|
|
6,260
|
|
|||
|
|
$
|
25,141
|
|
|
$
|
19,057
|
|
|
$
|
11,757
|
|
(1)
|
In 2015, losses on the disposition of property and equipment were offset by
$0.9 million
in gains from the resolution of
one
eminent domain matter involving a Jack in the Box restaurant.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Qdoba Evaluation costs (1)
|
|
$
|
5,285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Facility closing costs (2)
|
|
2,052
|
|
|
2,004
|
|
|
—
|
|
|||
Employee severance and related costs
|
|
731
|
|
|
7,583
|
|
|
29
|
|
|||
Other (3)
|
|
769
|
|
|
480
|
|
|
—
|
|
|||
|
|
$
|
8,837
|
|
|
$
|
10,067
|
|
|
$
|
29
|
|
(1)
|
Qdoba Evaluation costs are primarily comprised of legal services, third party consulting and audit fees.
|
(2)
|
In 2017, facility closing costs include
$2.0 million
in costs related to the exit and early lease termination of the Qdoba corporate support center, which was offset by
$0.9 million
due to the reversal of the related tenant improvement allowance, and
$0.3 million
due to the reversal of the related straight-line rent expense. In 2017, facility closing costs also includes
$1.2 million
of accelerated depreciation related to the relocation of our Qdoba corporate support center.
|
(3)
|
In 2017, other primarily represents employee relocation costs and moving expenses related to the relocation of our Qdoba corporate support center. In 2016, other primarily represents employee relocation costs.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Qdoba restaurant operations (1)
|
|
$
|
5,206
|
|
|
$
|
1,991
|
|
|
$
|
—
|
|
Shared services (2)
|
|
3,423
|
|
|
1,764
|
|
|
29
|
|
|||
Jack in the Box restaurant operations
|
|
208
|
|
|
6,312
|
|
|
—
|
|
|||
|
|
$
|
8,837
|
|
|
$
|
10,067
|
|
|
$
|
29
|
|
(1)
|
In 2017, Qdoba restaurant operations includes
$2.3 million
of Qdoba Evaluation costs.
|
(2)
|
Shared service functions consist primarily of accounting/finance, information technology, human resources, audit services, legal, tax and treasury. In 2017, costs include
$3.0 million
of Qdoba Evaluation costs.
|
Balance as of October 2, 2016
|
|
$
|
4,198
|
|
Additions
|
|
731
|
|
|
Cash payments
|
|
(4,281
|
)
|
|
Balance as of October 1, 2017
|
|
$
|
648
|
|
Balance as of October 2, 2016
|
|
$
|
7,231
|
|
Interest expense
|
|
1,594
|
|
|
Adjustments (1)
|
|
959
|
|
|
Additions
|
|
549
|
|
|
Cash payments
|
|
(4,130
|
)
|
|
Balance as of October 1, 2017 (2) (3)
|
|
$
|
6,203
|
|
(1)
|
Adjustments relate primarily to revisions of certain sublease and cost assumptions. Our estimates related to our future lease obligations, primarily the sublease income we anticipate, are subject to a high degree of judgment and may differ from actual sublease income due to changes in economic conditions, desirability of the sites and other factors.
|
(2)
|
The weighted average remaining lease term related to these commitments is approximately
four
years.
|
(3)
|
This balance excludes
$2.9 million
of restaurant closing costs that are included in accrued liabilities and other long-term liabilities, which were initially recorded as losses on the sale of company-operated restaurants upon sale to Jack in the Box franchisees in prior years.
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
80,787
|
|
|
$
|
32,276
|
|
|
$
|
59,362
|
|
State
|
|
12,736
|
|
|
5,315
|
|
|
9,598
|
|
|||
|
|
93,523
|
|
|
37,591
|
|
|
68,960
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(9,816
|
)
|
|
29,975
|
|
|
(2,018
|
)
|
|||
State
|
|
(2,392
|
)
|
|
4,998
|
|
|
(1,173
|
)
|
|||
|
|
(12,208
|
)
|
|
34,973
|
|
|
(3,191
|
)
|
|||
Income tax expense from continuing operations
|
|
$
|
81,315
|
|
|
$
|
72,564
|
|
|
$
|
65,769
|
|
|
|
|
|
|
|
|
||||||
Income tax benefit from discontinued operations
|
|
$
|
(1,868
|
)
|
|
$
|
(1,365
|
)
|
|
$
|
(2,410
|
)
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Computed at federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
|
3.8
|
|
|
3.7
|
|
|
3.7
|
|
Benefit of jobs tax credits, net of valuation allowance
|
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
(Benefit) expense related to COLIs
|
|
(1.0
|
)
|
|
(1.3
|
)
|
|
0.3
|
|
Other, net
|
|
(0.4
|
)
|
|
0.1
|
|
|
(1.0
|
)
|
|
|
37.0
|
%
|
|
36.5
|
%
|
|
36.9
|
%
|
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued defined benefit pension and postretirement benefits
|
|
$
|
67,471
|
|
|
$
|
89,253
|
|
Impairment
|
|
23,986
|
|
|
21,904
|
|
||
Accrued insurance
|
|
14,708
|
|
|
14,378
|
|
||
Tax loss and tax credit carryforwards
|
|
11,860
|
|
|
13,624
|
|
||
Lease commitments related to closed or refranchised locations
|
|
10,337
|
|
|
7,440
|
|
||
Share-based compensation
|
|
9,715
|
|
|
9,091
|
|
||
Interest rate swaps
|
|
8,855
|
|
|
18,483
|
|
||
Leasing transactions
|
|
7,532
|
|
|
11,144
|
|
||
Other reserves and allowances
|
|
2,843
|
|
|
1,935
|
|
||
Deferred income
|
|
1,898
|
|
|
1,887
|
|
||
Accrued vacation pay expense
|
|
1,835
|
|
|
2,137
|
|
||
Accrued incentive compensation
|
|
1,021
|
|
|
5,536
|
|
||
Other, net
|
|
5,185
|
|
|
3,876
|
|
||
Total gross deferred tax assets
|
|
167,246
|
|
|
200,688
|
|
||
Valuation allowance
|
|
(8,507
|
)
|
|
(11,365
|
)
|
||
Total net deferred tax assets
|
|
158,739
|
|
|
189,323
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
(33,448
|
)
|
|
(31,827
|
)
|
||
Property and equipment, principally due to differences in depreciation
|
|
(25,077
|
)
|
|
(38,859
|
)
|
||
Other
|
|
(1,519
|
)
|
|
(1,050
|
)
|
||
Total gross deferred tax liabilities
|
|
(60,044
|
)
|
|
(71,736
|
)
|
||
Net deferred tax assets
|
|
$
|
98,695
|
|
|
$
|
117,587
|
|
|
|
Qualified Plan
|
|
SERP
|
|
Postretirement Health Plans
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligation at beginning of year
|
|
$
|
522,459
|
|
|
$
|
442,264
|
|
|
$
|
81,450
|
|
|
$
|
75,346
|
|
|
$
|
28,214
|
|
|
$
|
28,911
|
|
Service cost
|
|
1,331
|
|
|
4,479
|
|
|
855
|
|
|
773
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
|
19,889
|
|
|
20,926
|
|
|
2,850
|
|
|
3,253
|
|
|
1,003
|
|
|
1,263
|
|
||||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
127
|
|
||||||
Actuarial (gain) loss
|
|
(20,081
|
)
|
|
75,456
|
|
|
(2,296
|
)
|
|
6,938
|
|
|
(2,652
|
)
|
|
(768
|
)
|
||||||
Benefits paid
|
|
(10,425
|
)
|
|
(9,791
|
)
|
|
(4,458
|
)
|
|
(4,860
|
)
|
|
(1,168
|
)
|
|
(1,161
|
)
|
||||||
Settlements
|
|
(19,406
|
)
|
|
(10,875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
(158
|
)
|
||||||
Obligation at end of year
|
|
$
|
493,767
|
|
|
$
|
522,459
|
|
|
$
|
78,401
|
|
|
$
|
81,450
|
|
|
$
|
25,660
|
|
|
$
|
28,214
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value at beginning of year
|
|
$
|
438,402
|
|
|
$
|
332,657
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
52,138
|
|
|
31,411
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|
127
|
|
||||||
Employer contributions
|
|
—
|
|
|
95,000
|
|
|
4,458
|
|
|
4,860
|
|
|
905
|
|
|
1,192
|
|
||||||
Benefits paid
|
|
(10,425
|
)
|
|
(9,791
|
)
|
|
(4,458
|
)
|
|
(4,860
|
)
|
|
(1,168
|
)
|
|
(1,161
|
)
|
||||||
Settlements
|
|
(19,406
|
)
|
|
(10,875
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|
(158
|
)
|
||||||
Fair value at end of year
|
|
$
|
460,709
|
|
|
$
|
438,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded status at end of year
|
|
$
|
(33,058
|
)
|
|
$
|
(84,057
|
)
|
|
$
|
(78,401
|
)
|
|
$
|
(81,450
|
)
|
|
$
|
(25,660
|
)
|
|
$
|
(28,214
|
)
|
Amounts recognized on the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,448
|
)
|
|
$
|
(4,504
|
)
|
|
$
|
(1,308
|
)
|
|
$
|
(1,325
|
)
|
Noncurrent liabilities
|
|
(33,058
|
)
|
|
(84,057
|
)
|
|
(73,953
|
)
|
|
(76,946
|
)
|
|
(24,352
|
)
|
|
(26,889
|
)
|
||||||
Total liability recognized
|
|
$
|
(33,058
|
)
|
|
$
|
(84,057
|
)
|
|
$
|
(78,401
|
)
|
|
$
|
(81,450
|
)
|
|
$
|
(25,660
|
)
|
|
$
|
(28,214
|
)
|
Amounts in AOCI not yet reflected in net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unamortized actuarial loss (gain), net
|
|
$
|
167,598
|
|
|
$
|
216,129
|
|
|
$
|
33,462
|
|
|
$
|
37,417
|
|
|
$
|
(574
|
)
|
|
$
|
2,239
|
|
Unamortized prior service cost
|
|
—
|
|
|
—
|
|
|
418
|
|
|
571
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
|
$
|
167,598
|
|
|
$
|
216,129
|
|
|
$
|
33,880
|
|
|
$
|
37,988
|
|
|
$
|
(574
|
)
|
|
$
|
2,239
|
|
Other changes in plan assets and benefit obligations recognized in OCI:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial (gain) loss
|
|
$
|
(44,077
|
)
|
|
$
|
65,801
|
|
|
$
|
(2,296
|
)
|
|
$
|
6,938
|
|
|
$
|
(2,652
|
)
|
|
$
|
(768
|
)
|
Amortization of actuarial loss
|
|
(4,455
|
)
|
|
(2,828
|
)
|
|
(1,659
|
)
|
|
(1,259
|
)
|
|
(162
|
)
|
|
(219
|
)
|
||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
(240
|
)
|
|
—
|
|
|
—
|
|
||||||
Total recognized in OCI
|
|
(48,532
|
)
|
|
62,973
|
|
|
(4,108
|
)
|
|
5,439
|
|
|
(2,814
|
)
|
|
(987
|
)
|
||||||
Net periodic benefit (credit) cost and other losses
|
|
(2,467
|
)
|
|
6,477
|
|
|
5,517
|
|
|
5,525
|
|
|
1,165
|
|
|
1,482
|
|
||||||
Total recognized in comprehensive income
|
|
$
|
(50,999
|
)
|
|
$
|
69,450
|
|
|
$
|
1,409
|
|
|
$
|
10,964
|
|
|
$
|
(1,649
|
)
|
|
$
|
495
|
|
Amounts in AOCI expected to be amortized in fiscal 2018 net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
|
$
|
3,330
|
|
|
|
|
$
|
1,538
|
|
|
|
|
$
|
(27
|
)
|
|
|
||||||
Prior service cost
|
|
—
|
|
|
|
|
146
|
|
|
|
|
—
|
|
|
|
|||||||||
Total
|
|
$
|
3,330
|
|
|
|
|
$
|
1,684
|
|
|
|
|
$
|
(27
|
)
|
|
|
|
|
2017
|
|
2016
|
||||
Qualified Plan:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
493,767
|
|
|
$
|
522,459
|
|
Accumulated benefit obligation
|
|
$
|
493,767
|
|
|
$
|
522,459
|
|
Fair value of plan assets
|
|
$
|
460,709
|
|
|
$
|
438,402
|
|
SERP:
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
78,401
|
|
|
$
|
81,450
|
|
Accumulated benefit obligation
|
|
$
|
78,401
|
|
|
$
|
80,815
|
|
Fair value of plan assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Qualified Plan:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
1,331
|
|
|
$
|
4,479
|
|
|
$
|
7,592
|
|
Interest cost
|
|
19,889
|
|
|
20,926
|
|
|
19,750
|
|
|||
Expected return on plan assets
|
|
(28,142
|
)
|
|
(21,756
|
)
|
|
(23,273
|
)
|
|||
Actuarial loss
|
|
4,455
|
|
|
2,828
|
|
|
8,278
|
|
|||
Net periodic benefit (credit) cost
|
|
$
|
(2,467
|
)
|
|
$
|
6,477
|
|
|
$
|
12,347
|
|
SERP:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
855
|
|
|
$
|
773
|
|
|
$
|
676
|
|
Interest cost
|
|
2,850
|
|
|
3,253
|
|
|
2,945
|
|
|||
Actuarial loss
|
|
1,659
|
|
|
1,259
|
|
|
1,134
|
|
|||
Amortization of unrecognized prior service cost
|
|
153
|
|
|
240
|
|
|
269
|
|
|||
Net periodic benefit cost
|
|
$
|
5,517
|
|
|
$
|
5,525
|
|
|
$
|
5,024
|
|
Postretirement health plans:
|
|
|
|
|
|
|
||||||
Interest cost
|
|
$
|
1,003
|
|
|
$
|
1,263
|
|
|
$
|
1,196
|
|
Actuarial loss
|
|
162
|
|
|
219
|
|
|
182
|
|
|||
Net periodic benefit cost
|
|
$
|
1,165
|
|
|
$
|
1,482
|
|
|
$
|
1,378
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Assumptions used to determine benefit obligations (1):
|
|
|
|
|
|
|
|||
Qualified Plan:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.99
|
%
|
|
3.85
|
%
|
|
4.79
|
%
|
Rate of future pay increases
|
|
—
|
%
|
|
—
|
%
|
|
3.50
|
%
|
SERP:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.80
|
%
|
|
3.60
|
%
|
|
4.45
|
%
|
Rate of future pay increases
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Postretirement health plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.82
|
%
|
|
3.64
|
%
|
|
4.47
|
%
|
Assumptions used to determine net periodic benefit cost (2):
|
|
|
|
|
|
|
|||
Qualified Plan:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.85
|
%
|
|
4.79
|
%
|
|
4.60
|
%
|
Long-term rate of return on assets
|
|
6.50
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
Rate of future pay increases
|
|
—
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
SERP:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.60
|
%
|
|
4.45
|
%
|
|
4.36
|
%
|
Rate of future pay increases
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Postretirement health plans:
|
|
|
|
|
|
|
|||
Discount rate
|
|
3.64
|
%
|
|
4.47
|
%
|
|
4.43
|
%
|
(1)
|
Determined as of end of year.
|
(2)
|
Determined as of beginning of year.
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Healthcare cost trend rate for next year:
|
|
|
|
|
|
|
|||
Participants under age 65
|
|
7.50
|
%
|
|
7.75
|
%
|
|
8.00
|
%
|
Participants age 65 or older
|
|
7.00
|
%
|
|
7.25
|
%
|
|
7.50
|
%
|
Rate to which the cost trend rate is assumed to decline:
|
|
|
|
|
|
|
|||
Participants under age 65
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Participants age 65 or older
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
Year the rate reaches the ultimate trend rate:
|
|
|
|
|
|
|
|||
Participants under age 65
|
|
2030
|
|
|
2030
|
|
|
2030
|
|
Participants age 65 or older
|
|
2028
|
|
|
2028
|
|
|
2028
|
|
|
|
1% Point
Increase
|
|
1% Point
Decrease
|
||||
Total interest and service cost
|
|
$
|
123
|
|
|
$
|
(105
|
)
|
Postretirement benefit obligation
|
|
$
|
2,892
|
|
|
$
|
(2,482
|
)
|
|
|
2017
|
|
Target
|
|
Minimum
|
|
Maximum
|
||||
Cash and cash equivalents
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Domestic equity
|
|
23
|
|
|
25
|
|
|
15
|
%
|
|
35
|
%
|
International equity
|
|
26
|
|
|
25
|
|
|
15
|
%
|
|
35
|
%
|
Core fixed funds
|
|
29
|
|
|
25
|
|
|
20
|
%
|
|
30
|
%
|
High yield
|
|
4
|
|
|
5
|
|
|
—
|
%
|
|
10
|
%
|
Alternative investments
|
|
9
|
|
|
9
|
|
|
4
|
%
|
|
14
|
%
|
Real estate
|
|
8
|
|
|
8
|
|
|
3
|
%
|
|
13
|
%
|
Real return bonds
|
|
—
|
|
|
3
|
|
|
—
|
%
|
|
6
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
Total
|
|
Quoted Prices
in Active
Markets for
Identical
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|||||||||
Items Measured at Fair Value at September 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
(1
|
)
|
|
$
|
3,245
|
|
|
$
|
—
|
|
|
$
|
3,245
|
|
|
$
|
—
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S
|
|
(2
|
)
|
|
108,241
|
|
|
108,241
|
|
|
—
|
|
|
—
|
|
||||
International
|
|
(3), (4)
|
|
|
121,130
|
|
|
52,013
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment grade
|
|
(5
|
)
|
|
133,737
|
|
|
—
|
|
|
133,737
|
|
|
—
|
|
||||
High yield
|
|
(6
|
)
|
|
19,889
|
|
|
19,889
|
|
|
—
|
|
|
—
|
|
||||
Alternatives
|
|
(4),(7)
|
|
|
38,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate
|
|
(4),(8)
|
|
|
35,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
$
|
460,709
|
|
|
$
|
180,143
|
|
|
$
|
136,982
|
|
|
$
|
—
|
|
|
Items Measured at Fair Value at September 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Asset Category:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
|
(1
|
)
|
|
$
|
5,479
|
|
|
$
|
—
|
|
|
$
|
5,479
|
|
|
$
|
—
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S
|
|
(2
|
)
|
|
101,174
|
|
|
101,174
|
|
|
—
|
|
|
—
|
|
||||
International
|
|
(3), (4)
|
|
|
121,884
|
|
|
61,097
|
|
|
—
|
|
|
—
|
|
||||
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment grade
|
|
(5
|
)
|
|
120,439
|
|
|
—
|
|
|
120,439
|
|
|
—
|
|
||||
High yield
|
|
(6
|
)
|
|
24,638
|
|
|
24,638
|
|
|
—
|
|
|
—
|
|
||||
Alternatives
|
|
(7
|
)
|
|
24,642
|
|
|
24,642
|
|
|
—
|
|
|
—
|
|
||||
Real estate
|
|
(4),(8)
|
|
|
40,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
$
|
438,402
|
|
|
$
|
211,551
|
|
|
$
|
125,918
|
|
|
$
|
—
|
|
(1)
|
Cash and cash equivalents are comprised of commercial paper, short-term bills and notes, and short-term investment funds, which are valued at quoted prices in active markets for similar securities.
|
(2)
|
U.S. equity securities are comprised of investments in common stock of U.S. companies for total return purposes. These investments are valued by the trustee at closing prices from national exchanges on the valuation date.
|
(3)
|
International equity securities are comprised of investments in common stock of companies located outside of the U.S for total return purposes. These investments are valued by the trustee at closing prices from national exchanges on the valuation date, or the values are adjusted as a result of market movements following the close of local trading using inputs to models that are observable either directly or indirectly. The portion of these investments that are measured at fair value using the net asset value per share practical expedient (see note 4 below) can be redeemed on a monthly basis.
|
(4)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.
|
(5)
|
Investment grade fixed income consists of debt obligations either issued by the US government or have a rating of BBB- / Baa or higher assigned by a major credit rating agency. These investments are valued based on unadjusted quoted market prices (Level 1), or based on quoted prices in inactive markets, or whose values are based on models, but the inputs to those models are observable either directly or indirectly (Level 2).
|
(6)
|
High yield fixed income consists primarily of debt obligations that have a rating of below BBB- / Baa or lower assigned by a major credit rating agency. These investments are valued based on unadjusted quoted market prices.
|
(7)
|
Alternative investments consists primarily of an investment in asset classes other than stocks, bonds, and cash. Alternative investments can include commodities, hedge funds, private equity, managed futures, and derivatives. These investments are valued based on unadjusted quoted market prices and can be redeemed on a bi-monthly basis.
|
(8)
|
Real estate is investments in a real estate collective trust for purposes of total return. These investments are valued based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These investments can be redeemed on a quarterly basis.
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement
Health Plans
|
||||
Estimated net contributions during fiscal 2018
|
|
$
|
4,448
|
|
|
$
|
1,333
|
|
Estimated future year benefit payments during fiscal years:
|
|
|
|
|
||||
2018
|
|
$
|
15,889
|
|
|
$
|
1,333
|
|
2019
|
|
$
|
16,454
|
|
|
$
|
1,391
|
|
2020
|
|
$
|
17,315
|
|
|
$
|
1,440
|
|
2021
|
|
$
|
18,046
|
|
|
$
|
1,534
|
|
2022
|
|
$
|
18,969
|
|
|
$
|
1,579
|
|
2023-2027
|
|
$
|
115,960
|
|
|
$
|
8,194
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Nonvested stock units
|
|
$
|
6,470
|
|
|
$
|
5,520
|
|
|
$
|
4,989
|
|
Performance share awards
|
|
2,674
|
|
|
3,068
|
|
|
4,229
|
|
|||
Stock options
|
|
1,914
|
|
|
2,509
|
|
|
2,782
|
|
|||
Nonvested restricted stock awards
|
|
88
|
|
|
88
|
|
|
156
|
|
|||
Non-management directors’ deferred compensation
|
|
270
|
|
|
270
|
|
|
264
|
|
|||
Total share-based compensation expense
|
|
$
|
11,416
|
|
|
$
|
11,455
|
|
|
$
|
12,420
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair
Value
|
|||
RSUs outstanding at October 2, 2016
|
|
328,905
|
|
|
$
|
54.05
|
|
Granted
|
|
65,947
|
|
|
$
|
102.42
|
|
Released
|
|
(75,604
|
)
|
|
$
|
58.47
|
|
Forfeited
|
|
(15,016
|
)
|
|
$
|
80.57
|
|
RSUs outstanding at October 1, 2017
|
|
304,232
|
|
|
$
|
62.14
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair
Value
|
|||
Performance share awards outstanding at October 2, 2016
|
|
117,619
|
|
|
$
|
62.13
|
|
Granted
|
|
24,599
|
|
|
$
|
95.33
|
|
Issued
|
|
(55,022
|
)
|
|
$
|
65.36
|
|
Forfeited
|
|
(1,539
|
)
|
|
$
|
84.04
|
|
Performance adjustments
|
|
6,478
|
|
|
$
|
78.27
|
|
Performance share awards outstanding at October 1, 2017
|
|
92,135
|
|
|
$
|
78.67
|
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Options outstanding at October 2, 2016
|
|
338,457
|
|
|
$
|
61.73
|
|
|
|
|
|
||
Granted
|
|
89,792
|
|
|
$
|
104.95
|
|
|
|
|
|
||
Exercised
|
|
(114,333
|
)
|
|
$
|
45.18
|
|
|
|
|
|
||
Forfeited
|
|
(1,557
|
)
|
|
$
|
73.53
|
|
|
|
|
|
||
Options outstanding at October 1, 2017
|
|
312,359
|
|
|
$
|
80.15
|
|
|
4.91
|
|
$
|
7,072
|
|
Options exercisable at October 1, 2017
|
|
124,824
|
|
|
$
|
66.64
|
|
|
4.11
|
|
$
|
4,404
|
|
Options exercisable and expected to vest at October 1, 2017
|
|
312,359
|
|
|
$
|
80.15
|
|
|
4.91
|
|
$
|
7,072
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Risk-free interest rate
|
|
1.37
|
%
|
|
1.66
|
%
|
|
1.78
|
%
|
|||
Expected dividends yield
|
|
1.52
|
%
|
|
1.59
|
%
|
|
1.09
|
%
|
|||
Expected stock price volatility
|
|
28.98
|
%
|
|
26.68
|
%
|
|
32.09
|
%
|
|||
Expected life of options (in years)
|
|
3.50
|
|
|
4.90
|
|
|
6.00
|
|
|||
Weighted-average grant date fair value
|
|
$
|
20.92
|
|
|
$
|
16.21
|
|
|
$
|
22.04
|
|
|
|
Stock
Equivalents
|
|
Weighted-
Average Grant
Date Fair
Value
|
|||
Stock equivalents outstanding at October 2, 2016
|
|
84,364
|
|
|
$
|
29.43
|
|
Deferred directors’ compensation
|
|
2,632
|
|
|
$
|
102.58
|
|
Dividend equivalents
|
|
1,519
|
|
|
$
|
101.94
|
|
Stock equivalents outstanding at October 1, 2017
|
|
88,515
|
|
|
$
|
32.85
|
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average shares outstanding — basic
|
|
30,630
|
|
|
33,735
|
|
|
37,587
|
|
Effect of potentially dilutive securities:
|
|
|
|
|
|
|
|||
Nonvested stock awards and units
|
|
182
|
|
|
188
|
|
|
199
|
|
Stock options
|
|
59
|
|
|
150
|
|
|
274
|
|
Performance share awards
|
|
43
|
|
|
73
|
|
|
155
|
|
Weighted-average shares outstanding — diluted
|
|
30,914
|
|
|
34,146
|
|
|
38,215
|
|
Excluded from diluted weighted-average shares outstanding:
|
|
|
|
|
|
|
|||
Antidilutive
|
|
76
|
|
|
147
|
|
|
84
|
|
Performance conditions not satisfied at the end of the period
|
|
53
|
|
|
38
|
|
|
15
|
|
2018
|
|
$
|
880,800
|
|
2019
|
|
499,200
|
|
|
2020
|
|
386,200
|
|
|
2021
|
|
380,100
|
|
|
2022
|
|
261,300
|
|
|
Total
|
|
$
|
2,407,600
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues by segment:
|
|
|
|
|
|
||||||
Jack in the Box restaurant operations
|
$
|
1,097,291
|
|
|
$
|
1,162,258
|
|
|
$
|
1,145,176
|
|
Qdoba restaurant operations
|
456,623
|
|
|
437,073
|
|
|
395,141
|
|
|||
Consolidated revenues
|
$
|
1,553,914
|
|
|
$
|
1,599,331
|
|
|
$
|
1,540,317
|
|
Earnings from operations by segment:
|
|
|
|
|
|
||||||
Jack in the Box restaurant operations
|
$
|
280,097
|
|
|
$
|
290,346
|
|
|
$
|
265,230
|
|
Qdoba restaurant operations
|
31,031
|
|
|
47,250
|
|
|
47,264
|
|
|||
Shared services and unallocated costs
|
(83,021
|
)
|
|
(108,911
|
)
|
|
(112,182
|
)
|
|||
Gains (losses) on the sale of company-operated restaurants
|
38,034
|
|
|
1,230
|
|
|
(3,139
|
)
|
|||
Consolidated earnings from operations
|
266,141
|
|
|
229,915
|
|
|
197,173
|
|
|||
Interest expense, net
|
46,518
|
|
|
31,081
|
|
|
18,803
|
|
|||
Consolidated earnings from continuing operations and before income taxes
|
$
|
219,623
|
|
|
$
|
198,834
|
|
|
$
|
178,370
|
|
Total expenditures for long-lived assets by segment:
|
|
|
|
|
|
||||||
Jack in the Box restaurant operations
|
$
|
29,426
|
|
|
$
|
38,607
|
|
|
$
|
41,928
|
|
Qdoba restaurant operations
|
34,163
|
|
|
53,316
|
|
|
34,071
|
|
|||
Shared services and unallocated costs
|
3,864
|
|
|
4,692
|
|
|
10,227
|
|
|||
Consolidated expenditures for long-lived assets
|
$
|
67,453
|
|
|
$
|
96,615
|
|
|
$
|
86,226
|
|
Total depreciation expense by segment:
|
|
|
|
|
|
||||||
Jack in the Box restaurant operations
|
$
|
60,595
|
|
|
$
|
66,287
|
|
|
$
|
64,597
|
|
Qdoba restaurant operations
|
20,854
|
|
|
19,306
|
|
|
17,103
|
|
|||
Shared services and unallocated costs
|
6,761
|
|
|
6,489
|
|
|
7,078
|
|
|||
Consolidated depreciation expense
|
$
|
88,210
|
|
|
$
|
92,082
|
|
|
$
|
88,778
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Income tax payments
|
|
$
|
92,721
|
|
|
$
|
33,454
|
|
|
$
|
28,764
|
|
Interest, net of amounts capitalized
|
|
$
|
42,893
|
|
|
$
|
28,576
|
|
|
$
|
16,233
|
|
(Decrease) increase in obligations for purchases of property and equipment
|
|
$
|
(1,848
|
)
|
|
$
|
(3,122
|
)
|
|
$
|
5,388
|
|
(Decrease) increase in obligations for treasury stock repurchases
|
|
$
|
(7,208
|
)
|
|
$
|
7,208
|
|
|
$
|
(3,112
|
)
|
Non cash transactions:
|
|
|
|
|
|
|
||||||
Consideration for franchise acquisitions
|
|
$
|
13,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Decrease in equipment capital lease obligations from the sale of company-operated restaurants
|
|
$
|
5,631
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equipment capital lease obligations incurred
|
|
$
|
1,364
|
|
|
$
|
1,124
|
|
|
$
|
16,770
|
|
Increase in dividends accrued or converted to common stock equivalents
|
|
$
|
308
|
|
|
$
|
176
|
|
|
$
|
174
|
|
|
|
October 1,
2017 |
|
October 2,
2016 |
||||
Accounts and other receivables, net:
|
|
|
|
|
||||
Trade
|
|
$
|
64,576
|
|
|
$
|
66,837
|
|
Notes receivable
|
|
1,276
|
|
|
1,603
|
|
||
Other
|
|
7,403
|
|
|
7,680
|
|
||
Allowance for doubtful accounts
|
|
(4,561
|
)
|
|
(2,760
|
)
|
||
|
|
$
|
68,694
|
|
|
$
|
73,360
|
|
Prepaid expenses:
|
|
|
|
|
||||
Prepaid income taxes
|
|
$
|
18,185
|
|
|
$
|
12,113
|
|
Prepaid rent
|
|
—
|
|
|
18,613
|
|
||
Other
|
|
10,963
|
|
|
9,672
|
|
||
|
|
$
|
29,148
|
|
|
$
|
40,398
|
|
Other assets, net:
|
|
|
|
|
||||
Company-owned life insurance policies
|
|
$
|
110,057
|
|
|
$
|
105,957
|
|
Deferred tax assets
|
|
98,695
|
|
|
117,587
|
|
||
Deferred rent receivable
|
|
47,033
|
|
|
47,485
|
|
||
Other
|
|
17,247
|
|
|
19,440
|
|
||
|
|
$
|
273,032
|
|
|
$
|
290,469
|
|
Accrued liabilities:
|
|
|
|
|
||||
Insurance
|
|
$
|
39,031
|
|
|
$
|
38,368
|
|
Payroll and related taxes
|
|
26,249
|
|
|
44,627
|
|
||
Advertising
|
|
20,112
|
|
|
21,827
|
|
||
Deferred rent income
|
|
17,918
|
|
|
15,909
|
|
||
Sales and property taxes
|
|
9,695
|
|
|
14,311
|
|
||
Gift card liability
|
|
5,052
|
|
|
5,183
|
|
||
Deferred franchise fees
|
|
1,199
|
|
|
929
|
|
||
Other
|
|
41,049
|
|
|
40,096
|
|
||
|
|
$
|
160,305
|
|
|
$
|
181,250
|
|
Other long-term liabilities:
|
|
|
|
|
||||
Defined benefit pension plans
|
|
$
|
107,011
|
|
|
$
|
161,003
|
|
Straight-line rent accrual
|
|
47,096
|
|
|
47,070
|
|
||
Other
|
|
119,424
|
|
|
140,852
|
|
||
|
|
$
|
273,531
|
|
|
$
|
348,925
|
|
|
|
16 Weeks
Ended
|
|
12 Weeks Ended
|
||||||||||||
Fiscal Year 2017
|
|
January 22,
2017 |
|
April 16,
2017 |
|
July 9,
2017 |
|
October 1,
2017 |
||||||||
Revenues
|
|
$
|
487,933
|
|
|
$
|
369,389
|
|
|
$
|
357,846
|
|
|
$
|
338,746
|
|
Earnings from operations
|
|
$
|
73,117
|
|
|
$
|
65,650
|
|
|
$
|
66,981
|
|
|
$
|
60,393
|
|
Net earnings
|
|
$
|
35,929
|
|
|
$
|
33,094
|
|
|
$
|
36,351
|
|
|
$
|
29,958
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.12
|
|
|
$
|
1.07
|
|
|
$
|
1.23
|
|
|
$
|
1.02
|
|
Diluted
|
|
$
|
1.11
|
|
|
$
|
1.06
|
|
|
$
|
1.22
|
|
|
$
|
1.01
|
|
|
|
16 Weeks
Ended |
|
12 Weeks Ended
|
|
13 Weeks
Ended
|
||||||||||
Fiscal Year 2016
|
|
January 17,
2016 |
|
April 10,
2016 |
|
July 3,
2016 |
|
October 2,
2016 |
||||||||
Revenues
|
|
$
|
470,823
|
|
|
$
|
361,151
|
|
|
$
|
368,938
|
|
|
$
|
398,419
|
|
Earnings from operations
|
|
$
|
62,514
|
|
|
$
|
52,786
|
|
|
$
|
55,705
|
|
|
$
|
58,910
|
|
Net earnings
|
|
$
|
33,221
|
|
|
$
|
28,682
|
|
|
$
|
30,189
|
|
|
$
|
31,981
|
|
Net earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.94
|
|
|
$
|
0.85
|
|
|
$
|
0.92
|
|
|
$
|
0.98
|
|
Diluted
|
|
$
|
0.92
|
|
|
$
|
0.84
|
|
|
$
|
0.91
|
|
|
$
|
0.97
|
|
(a)
|
The involuntary termination of the Executive’s employment with the Qdoba Business (as defined below) without Cause (as such term is defined below; and
|
(b)
|
The Executive’s voluntary termination of employment with the Qdoba Business for Good Reason (as such term is defined below).
|
(c)
|
Definitions of terms used in this section:
|
(a)
|
A lump-sum cash amount equal to the Executive’s unpaid Base Salary (as such term is defined in Section 2.6 herein), accrued vacation pay, un-reimbursed business expenses, and all other items earned by and owed to the Executive through and including the date of the Qualifying Termination; provided that any business expense reimbursements shall (i) be paid no later than the last day of the Executive’s tax year following the tax year in which the expense was incurred, (ii) not be affected by any other expense eligible for reimbursement in a tax year, and (iii) not be subject to liquidation or exchange for another benefit. Such payment shall be payable within 90 days of the effective date of the Executive’s Qualifying Termination and constitute full satisfaction for these amounts owed to the Executive.
|
(b)
|
A lump-sum cash amount equal to the result obtained by multiplying (i) the Executive’s annual rate of Base Salary in effect upon the date of the Qualifying Termination or, if greater, the Executive’s annual rate of Base Salary in effect immediately prior to the occurrence of the Change in Control by (ii) 2.5x (such applicable multiple referred to herein as the “Multiple”). Such payment shall be payable within 90 days of the effective date of the Executive’s Qualifying Termination and constitute full satisfaction for these amounts owed to the Executive.
|
(c)
|
A lump-sum cash amount equal to the result obtained by multiplying (i) the Multiple and (ii) the greater of: (I) the result of the Executive’s annualized Base Salary determined in (b) above multiplied by the Executive’s average annual incentive percentage for the last three (3) years prior to the effective date of the Change in Control or (II) the Executive’s average dollar amount of annual incentive paid for the last three (3) years prior to the Change in Control. If the Executive does not have three (3) full years of annual incentive payments from Jack in the Box Inc. prior to a Change in Control, the Company will substitute the target annual incentive percentage for each missing year. Such payment shall be payable within 90 days of the effective date of the Executive’s Qualifying Termination and constitute full satisfaction for these amounts owed to the Executive.
|
(d)
|
At the exact same cost to the Executive, and at the same coverage level as in effect as of the Executive’s date of the Qualifying Termination (subject to changes in coverage levels applicable to all employees generally), a continuation of the Executive’s (and the Executive’s eligible dependents) health insurance coverage for 30 months from the date of the Qualifying Termination, as applicable (such applicable period referred to herein as the “Continuation Coverage Period”):
|
(e)
|
The Executive shall be entitled, at the expense of the Company, to receive standard outplacement services from a nationally recognized outplacement firm of the Executive’s selection, for period of up to one (1) year from the effective date of the Executive’s Qualifying Termination.
|
(f)
|
If the Executive is employed by Qdoba or any successor to the Qdoba Business (the “Acquiring Corporation”) following a Change in Control, the Acquiring Company may either: (I) assume the Company’s rights and obligations with respect to the Executive’s unvested stock options, restricted stock unit awards (RSUs), and performance-based share awards (PSUs) granted under Jack in the Box Inc.’s stock incentive plans (collectively, the “Equity Awards”) or (II) substitute for the outstanding Equity Awards an economically equivalent benefit (payable in cash or equity) that provides for the same or no less favorable vesting and other terms and conditions, subject to Section 409A and any other applicable laws. If the Acquiring Corporation assumes or substitutes for the outstanding Equity Awards in accordance with the preceding sentence, the assumed or substituted awards, to the extent not vested will become vested as of the effective date of the Executive’s Qualifying Termination under the terms of the assumed or substituted awards.
|
(a)
|
Any Person (other than Jack in the Box Inc. or any successor to Jack in the Box Inc., or other than a trustee or other fiduciary holding securities under an employee benefit plan of Jack in the Box Inc.) becomes the Beneficial Owner, directly or indirectly, of the Qdoba Business; or
|
(b)
|
The Board of Directors or stockholders, as applicable, of Jack in the Box Inx. approve a plan of complete liquidation of Qdoba Restaurant Corporation; or
|
(c)
|
The consummation sale or disposition of all or substantially all of the business or assets of the Qdoba Business to an unrelated third party.
|
(a)
|
“Base Salary” means, at any time, the then-regular annualized rate of pay which the Executive is receiving as a salary, excluding amounts (i) designated by the Company as payment toward reimbursement of expenses; or (ii) received under incentive or other bonus plans, regardless of whether or not the amounts are deferred.
|
(b)
|
“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act (as such term is defined below).
|
(c)
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
|
(d)
|
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
|
(i)
|
Must be an employee of the Company or an Affiliate;
|
(ii)
|
Must be designated in writing by the Committee as eligible to participate in the Program, either individually or as a member of a class of employees who has been so designated, no later than the 162(m) Deadline, provided that if such Participant is not a “covered employee” within the meaning of Section 162(m) (a “
Covered Employee
”), such designation may occur at such later date as determined by the Committee; and
|
(iii)
|
Must not be eligible to participate in any other annual performance incentive plan or program offered by the Company or an Affiliate.
|
(i)
|
Must have been
employed by the Company or an Affiliate
for six (6) or more consecutive full accounting periods during the Performance Period, or any such lesser number of full accounting periods as may be specified by the Committee;
|
(ii)
|
Must have been classified by the Company or an Affiliate as a corporate officer or any such other class of employees specifically designated by the Committee for at least one (1) full accounting period during the Performance Period; and
|
(iii)
|
Must be performing at a satisfactory level or higher as of the date Awards are paid under the Program (or if applicable under Section 3(c), as of the date of the Participant’s termination of employment), as determined by the Committee or the Participant’s supervisor.
|
Name
|
Level
|
Leonard A. Comma
|
Chairman & CEO
|
Frances L. Allen
|
Brand President/EVP
|
Mark H. Blankenship
|
EVP
|
Carol A. DiRaimo
|
VP - Officer
|
Keith M. Guilbault
|
Brand President/EVP
|
Jerry P. Rebel
|
EVP
|
Phillip H. Rudolph
|
EVP
|
Iwona B. Alter
|
VP - Officer
|
Vanessa C. Fox
|
VP - Officer
|
Dean C. Gordon
|
VP - Officer
|
Paul D. Melancon
|
SVP
|
Raymond Pepper
|
VP - Officer
|
Subsidiaries of the Registrant
|
Jurisdiction
|
Foodmaker, Inc.
|
Delaware, United States
|
Foodmaker International Franchising, Inc.
|
Delaware, United States
|
Jack in the Box Eastern Division L.P.
|
Texas, United States
|
Jack in the Box Franchise Finance, LLC
|
Delaware, United States
|
JBX General Partner LLC
|
Delaware, United States
|
JBX Limited Partner LLC
|
Delaware, United States
|
JIB Stored Value Cards, LLC
|
Virginia, United States
|
Qdoba Restaurant Corporation
|
Colorado, United States
|
Qdoba of Canada Inc.
|
British Columbia, Canada
|
QMG Stored Value Cards, LLC
|
Virginia, United States
|
QRC of Kansas, LLC
|
Kansas, United States
|
1.
|
I have reviewed this
annual
report on Form
10-K
of Jack in the Box Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize 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.
|
Dated:
|
November 29, 2017
|
/S/ LEONARD A. COMMA
|
|
|
Leonard A. Comma
|
|
|
Chief Executive Officer & Chairman of the
Board
|
1.
|
I have reviewed this
annual
report on Form
10-K
of Jack in the Box Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize 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.
|
Dated:
|
November 29, 2017
|
/S/ JERRY P. REBEL
|
|
|
Jerry P. Rebel
|
|
|
Chief Financial Officer
|
(1)
|
the
annual
report on Form
10-K
of the Registrant, to which this certification is attached as an exhibit (the “Report”), fully complies with the requirements of Section 13(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 29, 2017
|
/S/ LEONARD A. COMMA
|
|
|
Leonard A. Comma
|
|
|
Chief Executive Officer
|
(1)
|
the
annual
report on Form
10-K
of the Registrant, to which this certification is attached as an exhibit (the “Report”), fully complies with the requirements of Section 13(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 29, 2017
|
/S/ JERRY P. REBEL
|
|
|
Jerry P. Rebel
|
|
|
Chief Financial Officer
|