10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 12, 2009

Commission File Number: 1-9390

JACK IN THE BOX INC.

(Exact name of registrant as specified in its charter)

DELAWARE	95-2698708
(State of Incorporation)	(I.R.S. Employer Identification No.)
9330 BALBOA AVENUE, SAN DIEGO, CA	92123
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (858) 571-2121

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o
(Do not check if a smaller reporting company) Smaller reporting company o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o     No þ

Number of shares of common stock, $.01 par value, outstanding as of the close of business
May 8, 2009–57,079,932.

JACK IN THE BOX INC. AND SUBSIDIARIES

INDEX

		Page
	PART I — FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Earnings		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24
Item 4.	Controls and Procedures		25
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		25
Item 1A.	Risk Factors		25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 4.	Submission of Matters to a Vote of Security Holders		26
Item 6.	Exhibits		26
	Signature		27
EX-10.16.4
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

(Unaudited)

	April 12,			September 28,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	11,008		$	47,884
Accounts and other receivables, net		65,257			70,290
Inventories		41,122			45,206
Prepaid expenses		28,971			20,061
Deferred income taxes		46,166			46,166
Assets held for sale		135,819			112,994
Other current assets		5,967			7,480
Total current assets		334,310			350,081
Property and equipment, at cost		1,609,352			1,605,497
Less accumulated depreciation and amortization		(663,055	)		(662,435	)
Property and equipment, net		946,297			943,062
Other assets, net		206,924			205,275
	$	1,487,531		$	1,498,418
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	24,587		$	2,331
Accounts payable		70,712			99,708
Accrued liabilities		217,010			213,631
Total current liabilities		312,309			315,670
Long-term debt, net of current maturities		451,347			516,250
Other long-term liabilities		155,493			161,277
Deferred income taxes		47,114			48,110
Stockholders’ equity:
Preferred stock $.01 par value, 15,000,000 authorized, none issued		—			—
Common stock $.01 par value, 175,000,000 authorized, 73,773,394 and 73,506,049 issued, respectively		738			735
Capital in excess of par value		162,254			155,023
Retained earnings		853,915			795,657
Accumulated other comprehensive loss, net		(21,180	)		(19,845	)
Treasury stock, at cost, 16,726,032 shares		(474,459	)		(474,459	)
Total stockholders’ equity		521,268			457,111
	$	1,487,531		$	1,498,418

See accompanying notes to condensed consolidated financial statements.

3

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

	Twelve Weeks Ended						Twenty-Eight Weeks Ended
	April 12,			April 13,			April 12,			April 13,
	2009			2008			2009			2008
Revenues:
Restaurant sales	$	468,326		$	490,810		$	1,096,975		$	1,138,525
Distribution sales		67,460			61,646			158,983			142,037
Franchised restaurant revenues		42,625			35,578			99,126			84,469
		578,411			588,034			1,355,084			1,365,031
Operating costs and expenses:
Restaurant costs of sales		150,738			161,971			364,626			374,734
Restaurant operating costs		240,291			247,790			563,574			572,302
Distribution costs of sales		67,035			61,439			157,614			141,349
Franchised restaurant costs		17,561			14,892			39,690			33,840
Selling, general and administrative expenses		66,910			65,342			157,689			155,432
Gains on the sale of company-operated restaurants		(17,234	)		(11,629	)		(35,595	)		(27,978	)
		525,301			539,805			1,247,598			1,249,679
Earnings from operations		53,110			48,229			107,486			115,352
Interest expense		4,979			6,777			13,180			15,854
Interest income		(406	)		(42	)		(880	)		(293	)
Interest expense, net		4,573			6,735			12,300			15,561
Earnings from continuing operations and before income taxes		48,537			41,494			95,186			99,791
Income taxes		18,951			15,156			37,633			37,154
Earnings from continuing operations		29,586			26,338			57,553			62,637
Earnings (losses) from discontinued operations, net		275			(104	)		705			(148	)
Net earnings	$	29,861		$	26,234		$	58,258		$	62,489
Net earnings per share — basic:
Earnings from continuing operations	$	0.52		$	0.45		$	1.02		$	1.06
Earnings (losses) from discontinued operations, net		0.01			(0.00	)		0.01			(0.00	)
Net earnings per share	$	0.53		$	0.45		$	1.03		$	1.06
Net earnings per share — diluted:
Earnings from continuing operations	$	0.51		$	0.44		$	1.00		$	1.04
Earnings (losses) from discontinued operations, net		0.01			(0.00	)		0.01			(0.01	)
Net earnings per share	$	0.52		$	0.44		$	1.01		$	1.03
Weighted-average shares outstanding:
Basic		56,714			58,833			56,644			59,229
Diluted		57,704			59,953			57,554			60,488

See accompanying notes to condensed consolidated financial statements.

4

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Twenty-Eight Weeks Ended
	April 12,			April 13,
	2009			2008
Cash flows from operating activities:
Net earnings	$	58,258		$	62,489
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		53,887			53,908
Deferred finance cost amortization		836			837
Deferred income taxes		(168	)		(1,472	)
Share-based compensation expense awards		4,962			5,385
Pension and postretirement expense		6,594			7,797
Losses on cash surrender value of company-owned life insurance		10,006			3,883
Gains on the sale of company-operated restaurants		(35,595	)		(27,978	)
Gains on the acquisition of franchise-operated restaurants		(958	)		—
Losses on the disposition of property and equipment, net		5,784			8,967
Impairment charges		4,857			1,461
Changes in assets and liabilities, excluding acquisitions and dispositions:
Increase in receivables		(10,957	)		(9,032	)
Decrease in inventories		4,985			128
Decrease (increase) in prepaid expenses and other current assets		(5,856	)		5,491
Decrease in accounts payable		(14,913	)		(13,986	)
Pension and postretirement contributions		(9,524	)		(9,201	)
Increase (decrease) in other liabilities		(4,857	)		17,563
Cash flows provided by operating activities		67,341			106,240
Cash flows from investing activities:
Purchases of property and equipment		(92,020	)		(91,322	)
Proceeds from the sale of company-operated restaurants		40,429			36,053
Purchase of assets held for sale and leaseback, net		(22,760	)		(1,362	)
Collections on notes receivable		21,356			23
Acquisition of franchise-operated restaurants		(6,760	)		—
Other		(2,093	)		(2,995	)
Cash flows used in investing activities		(61,848	)		(59,603	)
Cash flows from financing activities:
Borrowings on revolving credit facility		246,000			248,000
Repayments of borrowings on revolving credit facility		(287,000	)		(248,000	)
Principal payments on debt		(1,647	)		(3,408	)
Proceeds from issuance of common stock		2,136			7,649
Repurchase of common stock		—			(50,000	)
Excess tax benefits from share-based compensation arrangements		450			4,202
Change in book overdraft		(2,308	)		(4,382	)
Cash flows used in financing activities		(42,369	)		(45,939	)
Net increase (decrease) in cash and cash equivalents		(36,876	)		698
Cash and cash equivalents at beginning of period		47,884			15,702
Cash and cash equivalents at end of period	$	11,008		$	16,400

See accompanying notes to condensed consolidated financial statements.

5

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Nature of operations — Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the Box® quick-service restaurants and Qdoba Mexican Grill® (“Qdoba”) fast-casual restaurants in 45 states. References to the Company throughout these notes to the condensed consolidated financial statements are made using the first person notations of “we,” “us” and “our.”
	Basis of presentation — The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission (“SEC”). In our opinion, all adjustments considered necessary for a fair presentation of financial condition and results of operations for these interim periods have been included. Operating results for one interim period are not necessarily indicative of the results for any other interim period or for the full year.
	The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and any variable interest entities where the Company is deemed the primary beneficiary. All significant intercompany transactions are eliminated.
	These financial statements should be read in conjunction with the consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the fiscal year ended September 28, 2008. The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in our Form 10-K, with the exception of new accounting pronouncements adopted in fiscal 2009.
	Reclassifications and adjustments — Certain prior year amounts in the condensed consolidated financial statements have been reclassified to conform to the fiscal 2009 presentation. In the fourth quarter of 2008, our Board of Directors approved plans to sell our Quick Stuff® convenience and fuel stores. As such, Quick Stuff operations have been presented as discontinued operations for all periods presented. Refer to Note 2, Discontinued Operations, for additional information.
	Fiscal year — Our fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Fiscal years 2009 and 2008 include 52 weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks. All comparisons between 2009 and 2008 refer to the 12-week (“quarter”) and 28-week (“year-to-date”) periods ended April 12, 2009 and April 13, 2008, respectively, unless otherwise indicated.
	Use of estimates — In preparing the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles, management is required to make certain assumptions and estimates that affect reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingencies. In making these assumptions and estimates, management may from time to time seek advice and consider information provided by actuaries and other experts in a particular area. Actual amounts could differ materially from these estimates.
	Company-owned life insurance — We have purchased company-owned life insurance (“COLI”) policies to support our non-qualified benefit plans. The cash surrender values of these policies were $57.2 million and $65.3 million as of April 12, 2009 and September 28, 2008, respectively, and are included in other assets, net in the accompanying condensed consolidated balance sheets. These policies reside in an umbrella trust for use only to pay plan benefits to participants or to pay creditors if the Company becomes insolvent. As of April 12, 2009 and September 28, 2008, the trust also included cash of $1.4 million. During the 28-weeks ended April 12, 2009, we incurred losses on our COLI policies of $10.0 million due to continued declines in the stock market, which were offset in part by a $6.1 million fair value adjustment to our non-qualified deferred compensation plan obligation.
	Assets held for sale — Assets held for sale, which typically represent the costs for sites that we plan to sell and lease back, also include assets expected to be sold upon our disposition of Quick Stuff and the net book value of equipment we plan to sell to franchisees. Assets held for sale were as follows at the end of each period (in thousands):

	April 12,		September 28,
	2009		2008
Sites held for sale and leaseback	$	84,828	$	62,309
Quick Stuff assets held for sale (Note 2)		50,031		49,656
Assets held for sale to franchisees		960		1,029
Assets held for sale	$	135,819	$	112,994

6

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Franchise arrangements — Franchise arrangements generally provide for initial franchise fees, which are included in franchised restaurant revenues in the accompanying condensed consolidated statements of earnings. We also recognize gains on the sale of company-operated restaurants to franchisees, which are recorded when the sales are consummated and certain other gain recognition criteria are met. The following is a summary of these transactions (dollars in thousands):

	Twelve Weeks Ended						Twenty-Eight Weeks Ended
	April 12,			April 13,			April 12,			April 13,
	2009			2008			2009			2008
Number of restaurants sold to franchisees		46			23			75			51
Number of restaurants opened by franchisees		12			7			31			32
Initial franchise fees received	$	2,233		$	1,205		$	4,188		$	3,228
Cash proceeds from the sale of company-operated restaurants	$	21,809		$	14,118		$	40,429		$	36,053
Notes receivable		3,259			—			8,552			—
Net assets sold (primarily property and equipment)		(7,289	)		(2,176	)		(12,330	)		(7,306	)
Goodwill related to the sale of company-operated restaurants		(545	)		(313	)		(1,056	)		(769	)
Gains on the sale of company-operated restaurants	$	17,234		$	11,629		$	35,595		$	27,978

New accounting pronouncements adopted — In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) 161, Disclosures about Derivative Instruments and Hedging Activities, which amends SFAS 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”) and expands disclosures to include information about the fair value of derivatives, related credit risks and a company’s strategies and objectives for using derivatives. We adopted this Statement in the second quarter of fiscal 2009 and the required disclosures are provided below.

Objectives and strategies – We are exposed to interest rate volatility with regard to our variable rate debt. To reduce our exposure to rising interest rates, in March 2007, we entered into two interest rate swap agreements that effectively converted $200.0 million of our variable rate term loan borrowings to a fixed rate basis until April 1, 2010. These agreements have been designated as cash flow hedges under the terms of SFAS 133, with effectiveness assessed based on changes in the present value of the term loan interest payments. As such, the gains or losses on these derivatives are reported in other comprehensive income (“OCI”).

We are also exposed to the impact of utility price fluctuations related to unpredictable factors such as weather and various other market conditions outside our control. Our ability to recover increased costs through higher prices is limited by the competitive environment in which we operate. Therefore, from time to time, we enter into futures and option contracts to manage these fluctuations. These contracts have not been designated as hedging instruments under SFAS 133.

Financial position – The following derivative instruments were outstanding as of the end of each period (in thousands):

	April 12, 2009			September 28, 2008
	Balance			Balance
	Sheet	Fair		Sheet	Fair
	Location	Value		Location	Value
Derivatives designated hedging instruments:
Interest rate swaps (Note 3)	Accrued liabilities	$	7,092	Accrued liabilities	$	4,657
Derivatives not designated hedging instruments:
Natural gas contracts	Accrued liabilities		—	Accrued liabilities		840
Total derivatives		$	7,092		$	5,497

7

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Financial performance – The following is a summary of the gains or losses recognized on our derivative instruments (in thousands):

		Amount of Gain/(Loss) Recognized in OCI
		Twelve Weeks Ended					Twenty-Eight Weeks Ended
		April 12,		April 13,			April 12,			April 13,
		2009		2008			2009			2008
Derivatives in cash flow hedging relationship:
Interest rate swaps (Note 9)		$	1,919	$	(1,367	)	$	(2,434	)	$	(7,701	)
	Location of	Amount of Gain/(Loss) Recognized in Income
	Gain/(Loss)	Twelve Weeks Ended					Twenty-Eight Weeks Ended
	Recognized in	April 12,		April 13,			April 12,			April 13,
	Income	2009		2008			2009			2008
Derivatives not designated hedging instruments:
Natural gas contracts	Restaurant operating costs	$	—	$	—		$	(544	)	$	—
During 2009 and 2008, our interest rate swaps had no hedge ineffectiveness and no gains or losses were reclassified into net earnings.
2.    DISCONTINUED OPERATIONS
We operate a proprietary chain of convenience stores called Quick Stuff, with 61 locations, each built adjacent to a full-size Jack in the Box restaurant and including a major-brand fuel station. In the fourth quarter of 2008, our Board of Directors approved a plan to sell Quick Stuff to maximize the potential of the Jack in the Box and Qdoba brands.
We expect to sell this business within fiscal 2009 and do not expect this sale to have a material impact on ongoing earnings. In accordance with the provisions of SFAS 144, Accounting for the Impairment or Disposal of Long-lived Assets, the results of operations of Quick Stuff for all periods presented have been reported as discontinued operations.
The major classes of Quick Stuff assets held for sale were as follows at the end of each period (in thousands):
							April 12,			September 28,
							2009			2008
Assets held for sale:
Inventories							$	5,618		$	6,518
Property and equipment, net								43,120			41,827
Goodwill								912			912
Other assets, primarily liquor licenses								381			399
Total assets of discontinued operations							$	50,031		$	49,656
Revenue and operating income from discontinued operations in each period are as follows (in thousands):
		Twelve Weeks Ended					Twenty-Eight Weeks Ended
		April 12,		April 13,			April 12,			April 13,
		2009		2008			2009			2008
Revenue		$	62,410	$	105,480		$	155,350		$	233,425
Earnings (losses) before income taxes			424		(165	)		1,141			(232	)

8

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3.	FAIR VALUE MEASUREMENTS
	On September 29, 2008, we adopted the fair value provisions of SFAS 157, Fair Value Measurements, for our financial assets and liabilities and elected the deferral option for our non-financial assets and liabilities. The adoption of this Statement did not have a material impact on our condensed consolidated financial statements.
	The following table presents the financial assets and liabilities measured at fair value on a recurring basis as of April 12, 2009 summarized by SFAS 157 valuation hierarchy (in thousands):

			Fair Value Measurements
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	April 12,		Assets		Inputs		Inputs
	2009		(Level 1)		(Level 2)		(Level 3)
Interest rate swaps (1) (Note 1)	$	7,092	$	—	$	7,092	$	—
Non-qualified deferred compensation plan (2)		29,437		29,437		—		—
Total liabilities at fair value	$	36,529	$	29,437	$	7,092	$	—

(1)	We entered into interest rate swaps to reduce our exposure to rising interest rates on our variable debt. The fair value of our interest rate swaps are based upon valuation models as reported by our counterparties.
(2)	We maintain an unfunded defined contribution plan for key executives and other members of management excluded from participation in our qualified savings plan. The fair value of this obligation is based on the closing market prices of the participants’ elected investments.

4.	ACQUISITIONS
	We account for the acquisition of franchised restaurants using the purchase method of accounting pursuant to SFAS 141, Business Combinations. During the quarter ended January 18, 2009, we acquired 22 Qdoba restaurants from franchisees for net consideration of $6.8 million. The total purchase was allocated to property and equipment, goodwill and other income.
5.	IMPAIRMENT CHARGES, RESTAURANT CLOSING AND OTHER
	We recognize an impairment loss as the amount by which the carrying value exceeds the fair value of the assets. We typically estimate fair value based on the estimated discounted cash flows of the related asset. In 2009 and 2008, we recorded impairment charges of $4.9 million and $1.5 million, respectively, primarily related to the write-down of the carrying value of certain Jack in the Box restaurants we continue to operate. We also recognized accelerated depreciation and other costs on the disposition of property and equipment of $5.8 million and $9.0 million, respectively, primarily related to our restaurant re-image program, which includes a major renovation of our restaurant facilities, normal ongoing capital maintenance activities and, in 2008, a kitchen enhancement project.
	These impairment charges, accelerated depreciation and other costs on the disposition of property and equipment are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of earnings.

9

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Total accrued restaurant closing costs, included in accrued expenses and other long-term liabilities, changed as follows during 2009 and 2008 (in thousands):

	Twelve Weeks Ended						Twenty-Eight Weeks Ended
	April 12,			April 13,			April 12,			April 13,
	2009			2008			2009			2008
Balance at beginning of period	$	4,800		$	5,415		$	4,712		$	5,451
Additions and adjustments		2			113			479			399
Cash payments		(298	)		(385	)		(687	)		(707	)
Balance at end of period	$	4,504		$	5,143		$	4,504		$	5,143

	Additions and adjustments primarily relate to revisions to certain sublease assumptions in 2009 and 2008, and the closure of two Jack in the Box restaurants in 2008.
6.	INCOME TAXES
	The income tax provisions reflect effective tax rates of 39.5% in 2009 and 37.2% in 2008. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.
	At September 28, 2008, our gross unrecognized tax benefits associated with uncertain income tax positions were $4.2 million, of which $4.0 million, if recognized, would favorably affect the effective income tax rate. As of April 12, 2009, the gross unrecognized tax benefits decreased to $0.7 million, of which $0.6 million, if recognized, would favorably affect the effective income tax rate. The decrease in unrecognized tax benefit was due to the disallowance of a refund claim.
	It is reasonably possible that material changes to the gross unrecognized tax benefits will be required within the next twelve months during which the state of California is expected to complete its audit of requested claims for refund. The statute of limitations in various state taxing jurisdictions will also expire within the next year. Although the Company expects these items may result in a net reduction of its unrecognized tax benefits, an estimate of the expected change cannot be made at this time.
	The federal statute of limitations for all tax years beginning with 2004 remain open at this time. The statutes of limitations for the states of California and Texas, where there could be a material impact, have not expired for tax years 2000 and 2003, respectively. Generally, the statutes of limitations for the other state jurisdictions have not expired for tax years 2001 and forward.
7.	RETIREMENT PLANS
	Defined benefit pension plans — We sponsor a defined benefit pension plan covering substantially all full-time employees. We also sponsor an unfunded supplemental executive retirement plan which is closed to new participants and provides certain employees additional pension benefits. Benefits under all plans are based on the employees’ years of service and compensation over defined periods of employment.
	Postretirement healthcare plans — We also sponsor healthcare plans that provide postretirement medical benefits to certain employees who meet minimum age and service requirements. The plans are contributory, with retiree contributions adjusted annually, and contain other cost-sharing features such as deductibles and coinsurance.
	Measurement date — On September 29, 2008, we adopted the measurement date provisions of SFAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R), using the alternative transition method based on a 15-month projection derived from plan asset and benefit obligation measurements as of June 30, 2008. Adoption of the measurement date provision will result in a reduction of $3.0 million to beginning retained earnings at the end of the fiscal year representing 3/15ths of the periodic benefit costs for the period June 30, 2008 to September 27, 2009. The remaining 12/15ths of the periodic benefit costs will be recognized during fiscal 2009.

10

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Net periodic benefit cost — The components of net periodic benefit cost were as follows (in thousands):

	Twelve Weeks Ended						Twenty-Eight Weeks Ended
	April 12,			April 13,			April 12,			April 13,
	2009			2008			2009			2008
Defined benefit pension plans:
Service cost	$	2,233		$	2,592		$	5,209		$	6,047
Interest cost		4,212			3,944			9,829			9,203
Expected return on plan assets		(4,035	)		(3,925	)		(9,415	)		(9,160	)
Actuarial loss		104			346			243			810
Amortization of unrecognized prior service cost		192			209			448			487
Net periodic benefit cost	$	2,706		$	3,166		$	6,314		$	7,387
Postretirement health plans:
Service cost	$	23		$	51		$	54		$	120
Interest cost		277			271			646			633
Actuarial gain		(222	)		(189	)		(519	)		(442	)
Amortization of unrecognized prior service cost		42			43			99			99
Net periodic benefit cost	$	120		$	176		$	280		$	410

Cash flows — Our policy is to fund our plans at or above the minimum required by law. Details regarding 2009 contributions are as follows (in thousands):

	Defined benefit		Postretirement
	pension plans		health plans (1)
Net contributions during the twenty-eight weeks ended April 12, 2009	$	9,254	$	270
Remaining estimated net contributions during fiscal 2009	$	15,700	$	600

(1) Net of Medicare Part D subsidy.

8.	SHARE-BASED EMPLOYEE COMPENSATION
	Compensation expense — We offer share-based compensation plans to attract, retain, and motivate key officers, non-employee directors, and employees to work toward the financial success of the Company. The components of share-based compensation expense recognized in each period are as follows (in thousands):

	Twelve Weeks Ended				Twenty-Eight Weeks Ended
	April 12,		April 13,		April 12,			April 13,
	2009		2008		2009			2008
Stock options	$	1,978	$	1,441	$	5,647		$	3,475
Performance-vested stock awards		223		578		(1,259	)		1,342
Nonvested stock awards		160		187		395			429
Nonvested stock units		32		—		32			—
Deferred compensation for non-management directors		79		59		147			139
Total share-based compensation expense	$	2,472	$	2,265	$	4,962		$	5,385

Performance-vested stock awards — In November 2008, we granted 117,840 performance-vested stock awards to certain non-officer employees at a grant date price of $15.56. The awards represent the right to receive shares of common stock at the end of a three-year service period based on the achievement of performance goals for fiscal 2009. Also in November 2008, we modified the performance periods and goals of our outstanding performance-vested stock awards to address challenges associated with establishing long-term performance measures. The modifications and changes to expectations regarding achievement levels resulted in a $2.2 million reduction in our expense.

Nonvested stock units — In February 2009, the Board of Directors approved the issuance of a new type of stock award, nonvested stock units. Nonvested stock units will replace nonvested stock awards previously issued to certain executives under our share ownership guidelines. Our nonvested stock units vest upon retirement or termination based upon years of service as provided in the award agreements. These awards are amortized as

11

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	compensation expense over the estimated vesting period based upon the fair value of our common stock on the award date. In February 2009, we granted 26,854 nonvested stock units at a grant date price of $23.27.
9.	STOCKHOLDERS’ EQUITY
	Repurchases of common stock — In November 2007, the Board approved a program to repurchase up to $200.0 million in shares of our common stock over three years expiring November 9, 2010. We repurchased 1.9 million shares at an aggregate cost of $50.0 million during the first two quarters of fiscal 2008. We did not repurchase any shares in the first two quarters of 2009 and, as of April 12, 2009, the total remaining amount authorized for repurchase was $100.0 million, subject to certain limitations under our credit facility.
	Comprehensive income — Our total comprehensive income, net of taxes, was as follows (in thousands):

	Twelve Weeks Ended						Twenty-Eight Weeks Ended
	April 12,			April 13,			April 12,			April 13,
	2009			2008			2009			2008
Net earnings	$	29,861		$	26,234		$	58,258		$	62,489
Net unrealized gains (losses) related to cash flow hedges (Note 1)		1,919			(1,367	)		(2,434	)		(7,701	)
Tax effect		(734	)		508			932			2,943
		1,185			(859	)		(1,502	)		(4,758	)
Effect of amortization of unrecognized net actuarial losses and prior service cost		116			409			271			954
Tax effect		(45	)		(234	)		(104	)		(444	)
		71			175			167			510
Total comprehensive income	$	31,117		$	25,550		$	56,923		$	58,241

The components of accumulated other comprehensive loss, net of taxes, were as follows at the end of each period (in thousands):

	April 12,			September 28,
	2009			2008
Unrecognized periodic benefit costs, net of tax benefits of $10,416 and $10,520, respectively	$	(16,803	)	$	(16,970	)
Net unrealized losses related to cash flow hedges, net of tax benefits of $2,714 and $1,782, respectively		(4,377	)		(2,875	)
Accumulated other comprehensive loss	$	(21,180	)	$	(19,845	)

10.

AVERAGE SHARES OUTSTANDING

Our basic earnings per share calculation is computed based on the weighted-average number of common shares outstanding. Our diluted earnings per share calculation is computed based on the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares been issued. Potentially dilutive common shares include stock options, nonvested stock awards, non-management director stock equivalents and shares issuable under our employee stock purchase plan. Performance-vested stock awards are included in the average diluted shares outstanding each period if the performance criteria have been met at the end of the respective periods.

12

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding (in thousands):

	Twelve Weeks Ended				Twenty-Eight Weeks Ended
	April 12,		April 13,		April 12,		April 13,
	2009		2008		2009		2008
Weighted-average shares outstanding — basic		56,714		58,833		56,644		59,229
Effect of potentially dilutive securities:
Stock options		658		888		590		1,020
Nonvested stock Awards		155		213		165		220
Performance-vested stock awards		177		19		155		19
Weighted-average shares outstanding — diluted		57,704		59,953		57,554		60,488
Excluded from diluted weighted-average shares outstanding:
Antidilutive		2,767		1,438		2,747		1,303
Performance conditions not satisfied at end of the period		115		348		138		348

11.	VARIABLE INTEREST ENTITIES
	The primary entities in which we possess a variable interest are franchise entities, which operate our franchised restaurants. We do not possess any ownership interests in franchise entities. We have reviewed these franchise entities and determined that we are not the primary beneficiary of the entities and therefore, these entities have not been consolidated.
	We use advertising funds for both our restaurant concepts to administer our advertising programs. These funds are consolidated into our financial statements as they are deemed variable interest entities (“VIEs”) for which we are the primary beneficiary. Contributions to these funds are designated for advertising, and we administer the funds’ contributions. The Company’s maximum loss exposure for these funds is limited to its investment.
	The following table reflects the assets and liabilities of these VIEs that were included in our condensed consolidated balance sheet at April 12, 2009 (in thousands):

	Jack in the Box		Qdoba
Cash	$	—	$	1,590
Accounts receivable		—		36
Prepaid assets		5,658		25
Other		—		7
Total assets	$	5,658	$	1,658
Accounts payable	$	—	$	207
Accrued expenses		21,693		1,451
Total liabilities	$	21,693	$	1,658

12.	CONTINGENCIES AND LEGAL MATTERS
	Legal matters — We are subject to normal and routine litigation. In the opinion of management, based in part on the advice of legal counsel, the ultimate liability from all pending legal proceedings, asserted legal claims and known potential legal claims should not materially affect our operating results, financial position or liquidity.
13.	SEGMENT REPORTING
	Consistent with our vision of being a national restaurant company and based on the information used in managing the Company as a two-branded restaurant operations business, we operate our business in two operating segments, Jack in the Box restaurant operations and Qdoba restaurant operations. This segment reporting structure reflects the Company’s management structure, internal reporting method, and financial information used in deciding how to allocate Company resources. Based upon certain quantitative thresholds, both operating segments are considered reportable segments.

13

JACK IN THE BOX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

We measure and evaluate our segments based on segment earnings from operations. Summarized financial information concerning our reportable segments follows (in thousands):

	Twelve Weeks Ended				Twenty-Eight Weeks Ended
	April 12,		April 13,		April 12,		April 13,
	2009		2008		2009		2008
Revenues by Segment:
Jack in the Box restaurant operations	$	479,166	$	500,633	$	1,124,203	$	1,163,854
Qdoba restaurant operations		31,785		25,755		71,898		59,140
Distribution operations		67,460		61,646		158,983		142,037
Consolidated revenues	$	578,411	$	588,034	$	1,355,084	$	1,365,031
Earnings from Operations by Segment:
Jack in the Box restaurant operations	$	51,062	$	46,532	$	101,132	$	110,028
Qdoba restaurant operations		1,463		1,515		4,583		4,434
Distribution operations		585		182		1,771		890
Consolidated earnings from operations	$	53,110	$	48,229	$	107,486	$	115,352

Interest income and expense and income taxes are not reported for our segments, in accordance with our method of internal reporting.

14.	SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION
	Additional information related to cash flows is as follows (in thousands):

	Twenty-Eight Weeks Ended
	April 12,		April 13,
	2009		2008
Cash paid during the year for:
Interest, net of amounts capitalized	$	17,614	$	15,966
Income tax payments	$	35,084	$	31,942

15.	FUTURE APPLICATION OF ACCOUNTING PRINCIPLES
	In September 2006, the FASB issued SFAS 157, Fair Value Measurements. SFAS 157 clarifies the definition of fair value, describes methods used to appropriately measure fair value, and expands fair value disclosure requirements. This statement applies under other accounting pronouncements that currently require or permit fair value measurements and is effective for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted the provisions of SFAS 157 for our financial assets and liabilities and have elected to defer adoption for our nonfinancial assets and liabilities until fiscal year 2010. We are currently in the process of assessing the impact that SFAS 157 may have on our consolidated financial statements related to our non-financial assets and liabilities.
	In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1 (FSP FAS 132(R)-1), Employers’ Disclosures about Postretirement Benefit Plan Assets, which expands the disclosure requirements about plan assets for pension plans, postretirement medical plans, and other funded postretirement plans. This FSP is effective for fiscal years ending after December 15, 2009. We are currently in the process of assessing the impact that FSP FAS 132(R)-1 may have on the disclosures in our consolidated financial statements.
	Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     All comparisons between 2009 and 2008 refer to the 12-week (“quarter”) and 28-week (“year-to-date”) periods ended April 12, 2009 and April 13, 2008, respectively, unless otherwise indicated.

     For an understanding of the significant factors that influenced our performance during the quarterly periods ended April 12, 2009 and April 13, 2008, we believe our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes included in this Quarterly Report as indexed on page two.

     Our MD&A consists of the following sections:

• Overview — a general description of our business, the quick-service dining segment of the restaurant industry and fiscal 2009 highlights.

• Results of operations — an analysis of our consolidated statements of earnings for the periods presented in our condensed consolidated financial statements.

• Liquidity and capital resources — an analysis of cash flows including capital expenditures, aggregate contractual obligations, share repurchase activity and known trends that may impact liquidity, and the impact of inflation.

• 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 impact on our consolidated financial position or results of operations, if any.

• Cautionary statements regarding forward-looking statements — a discussion of the forward-looking statements used by management.

OVERVIEW

     As of April 12, 2009, Jack in the Box Inc. (the “Company”) operated and franchised 2,186 Jack in the Box quick-service restaurants (“QSR”), primarily in the western and southern United States, and 484 Qdoba Mexican Grill (“Qdoba”) fast-casual restaurants throughout the United States.

     Our primary source of revenue is from retail sales at company-operated restaurants. We also derive revenue from sales of food and packaging to Jack in the Box and Qdoba franchised restaurantsand revenue from franchisees including royalties, based upon a percent of sales, rents and franchise fees. In addition, we recognize gains from the sale of company-operated restaurants to franchisees, which are presented as a reduction of operating costs and expenses in the accompanying condensed consolidated statements of earnings.

     The quick-service restaurant industry is complex and challenging. Challenges presently facing the sector include higher levels of consumer expectations, intense competition with respect to market share, restaurant locations, labor, menu and product development, changes in the economy, including the current recessionary environment, costs of commodities, and trends for healthier eating.

     To address these challenges and others, management has a strategic plan focused on four key initiatives. The first initiative is a holistic reinvention of the Jack in the Box brand through menu innovation, upgrading guest service and a major re-imaging of the Jack in the Box restaurant facilities to reflect the personality of Jack, the chain’s fictional founder. The second initiative is to expand franchising through new restaurant development and the sales of company-operated restaurants to franchisees, to create a business model that is less capital intensive and not as susceptible to cost fluctuations. The third strategic initiative is to improve our business model as we transition to becoming a predominantly franchised company. The fourth initiative is a growth strategy that includes opening new restaurants and increasing same-store sales.

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     The following summarizes the most significant events occurring in fiscal 2009:

• Restaurant Sales. Sales at Jack in the Box company-operated restaurants open more than one year (“same-store”) increased 1.1% year-to-date on top of a 0.8% increase a year ago. Sales continued to improve in many of our major markets. Same-store sales were positive in California, Texas and Las Vegas. Although still negative in Phoenix, same-store sales improved versus the prior two quarters. System same-store sales at Qdoba restaurants decreased 1.7% year-to-date compared with a 3.5% increase a year ago as the macroeconomic environment continued to affect consumer spending at restaurants with higher check averages.

• Commodity Costs. Our business has been impacted by pressures from increased commodity costs. In 2009, food and packaging costs were 30 basis points higher than last year. Commodity costs, which moderated as expected, were approximately 3.3% higher than last year in the second quarter and as compared to a nearly 8% increase in the first quarter. Looking forward, we expect overall commodity costs to continue to moderate through the year, with a fiscal year increase of approximately 3%.

• New Market Expansion. We opened 34 new Jack in the Box restaurants and continued expanding into new contiguous markets. Along with opening our first company-operated restaurant in Victoria, Texas, franchisees opened the first Jack in the Box restaurant in Colorado Springs, Colorado, and two Texas cities: Abilene and Wichita Falls. Qdoba franchisees have also entered into new markets in 2009 opening restaurants in Delaware and Minnesota. With the opening in Delaware, Qdoba now has a presence in 42 states.

• Re-Image Program. We continued to execute our strategic initiative to reinvent the Jack in the Box brand, which includes comprehensive enhancements to our restaurant facilities. As of April 12, 2009, approximately 44% of all Jack in the Box restaurants were fully re-imaged, including new construction, that feature all interior and exterior elements of the program. As we stated in November, we have accelerated the system-wide completion of exterior elements of this program and expect to be substantially completed with this phase by the end of fiscal 2009. Exterior enhancements, including new paint schemes, lighting and landscaping, are now installed at 55% of the Jack in the Box system.

• Franchising Program. As expected, we continued on pace executing our strategic initiative to expand franchising through new restaurant development and sales of company-operated restaurants to franchisees, despite tight credit markets. We refranchised 75 Jack in the Box restaurants, and Qdoba and Jack in the Box franchisees opened 31 restaurants. At April 12, 2009, approximately 41% of our Jack in the Box restaurants were franchised. We remain on track to achieve our long-term goal to increase the percentage of franchise ownership in the Jack in the Box system to 70%-80% by the end of fiscal 2013.

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RESULTS OF OPERATIONS

     The following table sets forth, unless otherwise indicated, the percentage relationship to total revenues of certain items included in our condensed consolidated statements of earnings:

	Twelve Weeks Ended						Twenty-Eight Weeks Ended
	April 12,			April 13,			April 12,			April 13,
	2009			2008			2009			2008
Statement of Earnings Data:
Revenues:
Restaurant sales		81.0	%		83.5	%		81.0	%		83.4	%
Distribution sales		11.7	%		10.5	%		11.7	%		10.4	%
Franchised restaurant revenues		7.3	%		6.0	%		7.3	%		6.2	%
Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Operating costs and expenses:
Restaurant costs of sales (1)		32.2	%		33.0	%		33.2	%		32.9	%
Restaurant operating costs (1)		51.3	%		50.5	%		51.4	%		50.3	%
Distribution costs of sales (1)		99.4	%		99.7	%		99.1	%		99.5	%
Franchised restaurant costs (1)		41.2	%		41.9	%		40.0	%		40.1	%
Selling, general and administrative expenses		11.6	%		11.1	%		11.6	%		11.4	%
Gains on sale of company-operated restaurants		(3.0	)%		(2.0	)%		(2.6	)%		(2.0	)%
Earnings from operations		9.2	%		8.2	%		7.9	%		8.5	%
Income tax rate (2)		39.0	%		36.5	%		39.5	%		37.2	%

(1)	As a percentage of the related sales and/or revenues.
(2)	As a percentage of earnings from continuing operations and before income taxes.

     The following table summarizes the changes in the number of Jack in the Box and Qdoba company-operated and franchised restaurants:

	Twenty-Eight Weeks Ended April 12, 2009									Twenty-Eight Weeks Ended April 13, 2008
	Company			Franchised			Total			Company			Franchised			Total
Jack in the Box:
Beginning of period		1,346			812			2,158			1,436			696			2,132
New		26			8			34			11			5			16
Franchised		(75	)		75			—			(51	)		51			—
Closed		(5	)		(1	)		(6	)		(3	)		(3	)		(6	)
End of period		1,292			894			2,186			1,393			749			2,142
% of system		59	%		41	%		100	%		65	%		35	%		100	%
Qdoba:
Beginning of period		111			343			454			90			305			395
New		9			23			32			7			27			34
Acquired		22			(22	)		—			—			—			—
Closed		—			(2	)		(2	)		—			(6	)		(6	)
End of period		142			342			484			97			326			423
% of system		29	%		71	%		100	%		23	%		77	%		100	%
Consolidated:
Total system		1,434			1,236			2,670			1,490			1,075			2,565
% of system		54	%		46	%		100	%		58	%		42	%		100	%

Revenues

     Company-operated restaurant sales decreased $22.5 million, or 4.6%, in the quarter and $41.5 million, or 3.6%, year-to-date primarily due to a decrease in the number of Jack in the Box company-operated restaurants, reflecting the sale of company-operated restaurants to franchisees. This decrease was partially offset by an increase in the number of Qdoba company-operated restaurants and increases in same-store sales at Jack in the Box company-operated

17

restaurants. Same-store sales at Jack in the Box company-operated restaurants increased 0.4% in the quarter and 1.1% year-to-date compared with a year ago, reflecting the benefit of an approximate 2.5% price increase taken during the first quarter.

     Distribution sales to Jack in the Box and Qdoba franchisees grew $5.8 million in the quarter and $16.9 million year-to-date from a year ago to $67.5 million and $159.0 million, respectively, primarily reflecting an increase in the number of franchised restaurants serviced by our distribution centers.

     Franchised restaurant revenues include royalties, rents and fees from restaurants operated by franchisees. Franchised restaurant revenue increased $7.0 million in the quarter and $14.7 million year-to-date due primarily to an increase in the number of franchised restaurants. The number of franchised restaurants increased to 1,236 at the end of the quarter, reflecting the franchising of Jack in the Box company-operated restaurants and new restaurant development by Qdoba and Jack in the Box franchisees. To a lesser extent, an increase in our average royalty rate (royalties as percentage of franchised restaurant sales) to 5.2% in 2009 from 5.1% a year ago also contributed to the overall increase.

Operating Costs and Expenses

     Restaurant costs of sales, which include food and packaging costs, decreased 80 basis points in the quarter to 32.2% of restaurant sales compared with 33.0% a year ago. Year-to-date restaurant costs of sales were 33.2% versus 32.9% a year ago. Higher commodity costs, including beef, potatoes, bakery and shortening, began to moderate in the quarter and were offset by selling price increases, lower costs for cheese and dairy, product mix changes and margin improvement initiatives. Beef costs, which represent the Company’s largest single commodity expense, increased by approximately 15% year-to-date.

     Restaurant operating costs increased to 51.3% and 51.4%, respectively, in 2009 compared with 50.5% and 50.3% in 2008. The increase is primarily due to higher depreciation resulting from the kitchen enhancements completed in fiscal 2008 and the ongoing re-image program at Jack in the Box, as well as higher rent and depreciation related to new restaurant development and sales deleverage at Qdoba.

     Costs of distribution sales increased $5.6 million and $16.3 million, respectively, from last year primarily reflecting an increase in the related sales. These costs decreased to 99.4% and 99.1% of distribution sales in 2009 from 99.7% and 99.5% in 2008, due primarily to slightly higher selling prices.

     Franchised restaurant costs, principally rents and depreciation on properties leased to Jack in the Box franchisees, increased $2.7 million and $5.9 million, respectively, to $17.6 million and $39.7 million in 2009, due primarily to an increase in the number of franchised restaurants. As a percentage of franchised restaurant revenues, franchised restaurant costs were 41.2% and 40.0% in 2009 compared with 41.9% and 40.1% in 2008. The rates were impacted by the Company’s re-image contributions to franchisees of $0.4 million and $1.5 million in 2009 and $0.3 million and $0.6 million in 2008, which were recorded as a reduction of franchised restaurant revenue.

     Selling, general and administrative expenses (“SG&A”) increased slightly to $66.9 million and $157.7 million, respectively in 2009 from $65.3 million and $155.4 million, in 2008. In the quarter, SG&A expenses increased to 11.6% of revenues from 11.1% last year primarily due to impairment charges of $3.2 million, or approximately 55 basis points, related to restaurants we continue to operate. Year-to-date, the higher impairment charges and market-driven losses incurred on our company-owned life insurance policies used to fund certain non-qualified retirement plans were partially offset by lower incentive compensation.

     Gains on the sale of company-operated restaurants to franchisees were $17.2 million and $35.6 million from the sale of 46 and 75 Jack in the Box restaurants in 2009 compared with $11.6 million and $28.0 million from the sale of 23 and 51 Jack in the Box restaurants in 2008. The change in gains relates to the number of restaurants sold and the specific sales and cash flows of those restaurants.

Interest Expense

     Interest expense decreased $1.8 million and $2.7 million compared with last year to $5.0 million in the quarter and $13.2 million year-to-date due primarily to lower average interest rates partially offset by higher average borrowings compared to a year ago.

Interest Income

     Interest income increased $0.4 million in the quarter and $0.6 million year-to-date compared with last year primarily reflecting interest earned on notes receivable from franchisees.

18

Income Taxes

     The income tax provisions reflect effective tax rates of 39.5% in 2009 and 37.2% in 2008. The higher tax rate is attributable to market performance of insurance investment products used to fund certain non-qualified retirement plans. Changes in the cash value of the insurance products are not includable in taxable income. We expect the annual tax rate for fiscal year 2009 to be 39% to 40%. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual rate could differ from our current estimates.

Earnings and Earnings per Share from Continuing Operations

     Earnings from continuing operations were $29.6 million, or $0.51 per diluted share, in the quarter compared to $26.3 million, or $0.44 per diluted share, in 2008. Year-to-date, earnings from continuing operations were $57.6 million, or $1.00 per diluted share, compared to $62.6 million, or $1.04 per diluted share, in 2008.

Earnings (losses) from Discontinued Operations

     As described in Note 2, Discontinued Operations, in the notes to the condensed consolidated financial statements, Quick Stuff’s results of operations have been reported as discontinued operations. Earnings (losses) from discontinued operations, net were $0.3 million and $0.7 million, respectively, in 2009 and $(0.1) million, in both periods of 2008.

LIQUIDITY AND CAPITAL RESOURCES

     General. Our primary sources of short-term and long-term liquidity are expected to be cash flows from operations, the revolving bank credit facility, the sale of company-operated restaurants to franchisees and the sale and leaseback of certain restaurant properties.

     Our cash requirements consist principally of:

• working capital;

• capital expenditures for new restaurant construction, restaurant renovations and upgrades of our management information systems;

• income tax payments;

• debt service requirements; and

• obligations related to our benefit plans.

     Based upon current levels of operations and anticipated growth, we expect that cash flows from operations, combined with other financing alternatives in place or available, will be sufficient to meet our capital expenditure, working capital and debt service requirements for the foreseeable future.

     As is common in the restaurant industry, we maintain relatively low levels of accounts receivable and inventories and our vendors grant trade credit for purchases such as food and supplies. We also continually invest in our business through the addition of new units and refurbishment of existing units, which are reflected as long-term assets and not as part of working capital. As a result, we typically maintain current liabilities in excess of current assets that result in a working capital deficit.

     Cash and cash equivalents decreased $36.9 million to $11.0 million at the end of the quarter from $47.9 million at the beginning of the fiscal year. This decrease is primarily due to property and equipment expenditures and net repayments under our revolving credit facility. These uses of cash were offset in part by cash flows provided by operating activities, proceeds from the sale of restaurants to franchisees and collections of notes receivable. We generally reinvest available cash flows from operations to develop new restaurants or enhance existing restaurants, to repurchase shares of our common stock and to reduce debt.

19

     Cash Flows. The table below summarizes our cash flows from operating, investing and financing activities for the 28-weeks ended April 12, 2009 and April 13, 2008. The cash flows from our Quick Stuff discontinued operations are not material to our condensed consolidated statements of cash flows (in thousands).

	Twenty-Eight Weeks Ended
	April 12,			April 13,
	2009			2008
Total cash provided by (used in):
Operating activities	$	67,341		$	106,240
Investing activities		(61,848	)		(59,603	)
Financing activities		(42,369	)		(45,939	)
Increase (decrease) in cash and cash equivalents	$	(36,876	)	$	698

     Operating Activities. In 2009, operating cash flows decreased $38.9 million compared with a year ago primarily due to changes in working capital related to the timing of cash receipts and disbursements and a decrease in net earnings adjusted for non-cash items.

     Qualified Pension Plan. As of June 30, 2008, the fair value of our qualified pension plan assets exceeded our projected benefit obligation by approximately $17 million. The fair value of the Company’s qualified pension plan assets declined approximately 20% from June 30, 2008 (our last measurement date) to March 31, 2009. Based on the funding status of the plan as of our last measurement date, we are not required to make a minimum contribution in 2009, however we are planning to make voluntary contributions of approximately $22.5 million during the fiscal year.

     Investing Activities. Cash flows used in investing activities increased $2.2 million in 2009 compared with a year ago primarily due to an increase in spending for new sites that we plan to sell and leaseback when construction is complete and cash used to acquire franchise-operated restaurants in 2009 offset in part by an increase in collections on notes receivable.

     Capital Expenditures. Our capital expenditure program includes, among other things, investments in new locations, restaurant remodeling, new equipment, and information technology enhancements. We used cash of $92.0 million for purchases of property and equipment in 2009 compared with $91.3 million in 2008. The slight increase in capital expenditures primarily relates to the development of 35 Jack in the Box and Qdoba company-operated restaurants versus 18 last year, offset by lower spending related to our reimage program and a kitchen enhancement project completed in the prior year.

     In fiscal 2009, capital expenditures are expected to be approximately $175-$185 million, including investment costs related to the Jack in the Box restaurant re-image program. We plan to open approximately 35 Jack in the Box and 25 Qdoba company-operated restaurants in 2009.

     Sale of Company-Operated Restaurants. We have continued our strategy of selling Jack in the Box company-operated restaurants to franchisees. In 2009, we generated cash proceeds and notes receivable of $49.0 million from the sale of 75 restaurants compared with $36.1 million from the sale of 51 restaurants in 2008. In fiscal year 2009, we expect cash flows of $80-$90 million from the sale of approximately 120-140 company-operated restaurants to franchisees.

     In the fourth quarter of fiscal 2008 and in 2009, we provided bridge and mezzanine financing for certain franchising transactions. The $20 million in notes receivable at the end of fiscal 2008 related to temporary financing was fully repaid in 2009. As of April 12, 2009, notes receivable related to franchising transactions were $9.3 million.

     Acquisition of Franchise-Operated Restaurants. In the first quarter of 2009, Qdoba acquired 22 franchise-operated restaurants for approximately $6.8 million, net of cash received. The total purchase price was allocated to property and equipment, goodwill and other income. The restaurants acquired are located in Michigan and Los Angeles which we believe provide good long-term growth potential consistent with our strategic goals.

     Financing Activities. Cash used in financing activities decreased $3.6 million compared with a year ago primarily attributable to cash used in 2008 to repurchase shares of our common stock which exceeded the repayment of borrowings under our revolving credit facility in 2009.

     Credit Facility. Our credit facility is comprised of (i) a $150.0 million revolving credit facility maturing on December 15, 2011 and (ii) a term loan maturing on December 15, 2012, both bearing interest at London Interbank

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Offered Rate (“LIBOR”) plus 1.125%. As part of the credit agreement, we may request the issuance of up to $75.0 million in letters of credit, the outstanding amount of which reduces the net borrowing capacity under the agreement. The credit facility requires the payment of an annual commitment fee based on the unused portion of the credit facility. The credit facility’s interest rates and the annual commitment rate are based on a financial leverage ratio, as defined in the credit agreement. Our obligations under the credit facility are secured by first priority liens and security interests in the capital stock, partnership and membership interests owned by us and (or) our subsidiaries, and any proceeds thereof, subject to certain restrictions set forth in the credit agreement. Additionally, the credit agreement includes a negative pledge on all tangible and intangible assets (including all real and personal property) with customary exceptions.

     Debt Covenants. We are also subject to a number of covenants under our credit facility, including limitations on additional borrowings, acquisitions, loans to franchisees, capital expenditures, lease commitments, stock repurchases and dividend payments, as well as requirements to maintain certain financial ratios, cash flows and net worth. As of April 12, 2009, we complied with all debt covenants and the terms of our credit facility.

     Interest Rate Swaps. To reduce our exposure to rising interest rates under our credit facility, we entered into two interest rate swaps that effectively converted $200.0 million of our variable rate term loan borrowings to a fixed-rate basis until April 1, 2010. These agreements have been designated as cash flow hedges under the terms of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, with effectiveness assessed on changes in the present value of the term loan interest payments. There was no hedge ineffectiveness in 2009 or 2008. Accordingly, changes in the fair value of the interest rate swap contracts were recorded, net of taxes, as a component of accumulated other comprehensive loss in the Company’s condensed consolidated balance sheet at the end of each period.

     Debt Outstanding. Total debt outstanding decreased to $475.9 million at the end of the quarter from $518.6 million at the beginning of the fiscal year due to our repayment of borrowings under our revolving credit facility. Current maturities of long-term debt increased $22.3 million due primarily to scheduled term loan principal payments. At April 12, 2009, we had borrowings under the revolving credit facility of $50.0 million, $415.0 million outstanding under the term loan and letters of credit outstanding of $38.5 million.

     Repurchases of Common Stock. In November 2007, the Board approved a program to repurchase up to $200.0 million in shares of our common stock over three years expiring November 9, 2010. We repurchased 1.9 million shares at an aggregate cost of $50.0 million during the first two quarters of fiscal 2008. We did not repurchase any shares in the first two quarters of 2009, and as of April 12, 2009, the total remaining amount authorized for repurchase was $100.0 million, subject to certain limitations under our credit facility.

     Share-based Compensation. Proceeds from the issuance of common stock decreased $5.5 million in 2009 reflecting a decline in the exercise of employee stock options compared with 2008, which also resulted in a corresponding decrease in tax benefits from share based compensation. As options granted are exercised, the Company will continue to receive proceeds and a tax deduction, but the amount and the timing of these cash flows cannot be reliably predicted as option holders’ decisions to exercise options will be largely driven by movements in the Company’s stock price.

     Off-Balance Sheet Arrangements. Other than operating leases, we are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources. We finance a portion of our new restaurant development through sale-leaseback transactions. These transactions involve selling restaurants to unrelated parties and leasing the restaurants back.

DISCUSSION OF CRITICAL ACCOUNTING ESTIMATES

     We have identified the following as our most critical accounting estimates, which are those that are most important to the portrayal of the Company’s financial condition and results and require management’s most subjective and complex judgments. Information regarding our other significant accounting estimates and policies are disclosed in Note 1 of our most recent Annual Report on Form 10-K filed with the SEC.

     Share-based Compensation — We account for share-based compensation in accordance with SFAS 123R. Under the provisions of SFAS 123R, share-based compensation cost is estimated at the grant date based on the award’s fair-value as calculated by an option pricing model and is recognized as expense ratably over the requisite service period. The option pricing models require various highly judgmental assumptions including volatility, forfeiture rates, and expected option life. If any of the assumptions used in the model change significantly, share-based compensation expense may differ materially in the future from that recorded in the current or prior periods.

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     Retirement Benefits — We sponsor pension and other retirement plans in various forms covering those employees who meet certain eligibility requirements. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans, including assumptions about the discount rate, expected return on plan assets and the rate of increase in compensation levels, as determined by us using specified guidelines. In addition, our outside actuarial consultants also use certain statistical factors such as turnover, retirement and mortality rates to estimate our future benefit obligations. The actuarial assumptions used may differ materially from actual results due to changing market and economic conditions, higher or lower turnover and retirement rates or longer or shorter life spans of participants. These differences may affect the amount of pension expense we record.

     Self Insurance — We are self-insured for a portion of our losses related to workers’ compensation, general liability, automotive, medical and dental programs. In estimating our self-insurance accruals, we utilize independent actuarial estimates of expected losses, which are based on statistical analysis of historical data. These assumptions are closely monitored and adjusted when warranted by changing circumstances. Should a greater amount of claims occur compared to what was estimated or medical costs increase beyond what was expected, accruals might not be sufficient, and additional expense may be recorded.

     Long-lived Assets — Property, equipment and certain other assets, including amortized intangible assets, are reviewed for impairment when indicators of impairment are present. This review includes a restaurant-level analysis that takes into consideration a restaurant’s operating cash flows, the period of time since a restaurant has been opened or remodeled, refranchising expectation, and the maturity of the related market. When indicators of impairment are present, we perform an impairment analysis on a restaurant-by-restaurant basis. If the sum of undiscounted future cash flows is less than the net carrying value of the asset, we recognize an impairment loss by the amount which the carrying value exceeds the fair value of the asset. Our estimates of future cash flows may differ from actual cash flows due to, among other things, economic conditions or changes in operating performance.

     Goodwill and Other Intangibles — We also evaluate goodwill and intangible assets not subject to amortization annually or more frequently if indicators of impairment are present. If the determined fair values of these assets are less than the related carrying amounts, an impairment loss is recognized. The methods we use to estimate fair value include future cash flow assumptions, which may differ from actual cash flows due to, among other things, economic conditions or changes in operating performance. During the fourth quarter of fiscal 2008, we reviewed the carrying value of our goodwill and indefinite life intangible assets and determined that no impairment existed as of September 28, 2008.

     Allowances for Doubtful Accounts — Our trade receivables consist primarily of amounts due from franchisees for rents on subleased sites, royalties and distribution sales. We continually monitor amounts due from franchisees and maintain an allowance for doubtful accounts for estimated losses. This estimate is based on our assessment of the collectibility of specific franchisee accounts, as well as a general allowance based on historical trends, the financial condition of our franchisees, consideration of the general economy and the aging of such receivables. We have good relationships with our franchisees and high collection rates; however, if the future financial condition of our franchisees were to deteriorate, resulting in their inability to make specific required payments, we may be required to increase the allowance for doubtful accounts.

     Legal Accruals — The Company is subject to claims and lawsuits in the ordinary course of its business. A determination of the amount accrued, if any, for these contingencies is made after analysis of each matter. We continually evaluate such accruals and may increase or decrease accrued amounts, as we deem appropriate.

     Income Taxes — We estimate certain components of our provision for income taxes. These estimates include, among other items, depreciation and amortization expense allowable for tax purposes, allowable tax credits, effective rates for state and local income taxes and the tax deductibility of certain other items. We adjust our annual effective income tax rate as additional information on outcomes or events becomes available.

     Our estimates are based on the best available information at the time that we prepare the income tax provision. We generally file our annual income tax returns several months after our fiscal year-end. Income tax returns are subject to audit by federal, state and local governments, generally years after the returns are filed. These returns could be subject to material adjustments or differing interpretations of the tax laws.

NEW ACCOUNTING PRONOUNCEMENTS

     In September 2006, the FASB issued SFAS 157, Fair Value Measurements. SFAS 157 clarifies the definition of fair value, describes methods used to appropriately measure fair value, and expands fair value disclosure requirements. This statement applies under other accounting pronouncements that currently require or permit fair value measurements

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and is effective for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted the provisions of SFAS 157 for our financial assets and liabilities and have elected to defer adoption for our nonfinancial assets and liabilities until fiscal year 2010. We are currently in the process of assessing the impact that SFAS 157 may have on our consolidated financial statements related to our non-financial assets and liabilities.

     In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1 (FSP FAS 132(R)-1), Employers’ Disclosures about Postretirement Benefit Plan Assets, which expands the disclosure requirements about plan assets for pension plans, postretirement medical plans, and other funded postretirement plans. This FSP is effective for fiscal years ending after December 15, 2009. We are currently in the process of assessing the impact that FSP FAS 132(R)-1 may have on the disclosures in our consolidated financial statements.

     Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

     This report contains forward-looking statements within the meaning of the federal securities law. Forward-looking statements use such words as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” “would,” and similar expressions. One can also identify them by the fact that they do not relate strictly to historical or current facts. These statements are based on management’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from expectations. You should not rely unduly on forward-looking statements. The Company cautions the reader that the following important factors and the important factors described in the company’s annual report on Form 10-K and other Securities and Exchange Commission filings, could cause the Company’s results to vary materially from those expressed in an forward-looking statement.

• Any widespread negative publicity, whether or not based in fact, about public health issues or pandemics or the prospect of such events, or which affects consumer perceptions about the health, safety or quality of food and beverages served at our restaurants may adversely affect our results.

• Recessionary economic conditions, including higher levels of unemployment, lower levels of consumer confidence and decreased consumer spending, could reduce traffic in our restaurants and impose practical limits on pricing, resulting in a negative impact on sales and profitability.

• Costs may exceed projections, including costs for food ingredients, labor (including increases in minimum wage, workers compensation and other insurance and healthcare), fuel, utilities, real estate, insurance, equipment, technology, and construction of new and remodeled restaurants. Inflationary pressures affecting the cost of commodities, including speculation and increasing demand for soybeans, corn and other feed grains for use in producing agro fuels and other purposes, may adversely affect our food costs and our operating margins.

• There can be no assurances that new interior and exterior designs, kitchen enhancements or new equipment will foster increases in sales at remodeled restaurants and yield the desired return on investment.

• There can be no assurances that our growth objectives in the regional markets in which we operate restaurants will be met or that the new facilities will be profitable. Delays in development, sales softness and restaurant closures may have a material adverse effect on our results of operations. The development and profitability of restaurants can be adversely affected by many factors, including the ability of the Company and its franchisees to select and secure suitable sites on satisfactory terms, costs of construction, and general business and economic conditions. In addition, tight credit markets may negatively impact the ability of franchisees to fulfill their restaurant development commitments.

• There can be no assurances that we will be able to effectively respond to aggressive competition from numerous and varied competitors (some with significantly greater financial resources) in all areas of business, including new concepts, facility design, competition for labor, new product introductions, promotions, (including value promotions) and discounting. Additionally, the trend toward convergence in grocery, deli, convenience store and other types of food services may increase the number of our competitors.

• The realization of gains from the sale of company-operated restaurants to existing and new franchisees depends upon various factors, including sales trends, cost trends, and economic conditions. The financing market, including the cost and availability of borrowed funds and the terms required by lenders, can impact the ability of franchisee

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	candidates to purchase franchises and can potentially impact the sales prices and number of franchises sold. The number of franchises sold and the amount of gain realized from the sale of an on-going business may not be consistent from quarter-to-quarter and may not meet expectations. As the number of franchisees increases, our revenues derived from royalties at franchised restaurants will increase, as well as the risk that revenues could be negatively impacted by defaults in payment of royalties. In addition, franchisee business obligations may not be limited to the operation of Jack in the Box restaurants, making them subject to business and financial risks unrelated to the operation of our restaurants. These unrelated risks could adversely affect a franchisee’s ability to make payments to us or to make payments on a timely basis.
•	The costs related to legal claims such as class actions involving employees, franchisees, shareholders or consumers, including costs related to potential settlement or judgments may adversely affect our results.
•	Changes in accounting standards, policies or practices or related interpretations by auditors or regulatory entities, including changes in tax accounting or tax laws may adversely affect our results.
•	The costs or exposures associated with maintaining the security of information and the use of cashless payments may exceed expectations. Such risks include increased investment in technology and costs of compliance with consumer protection and other laws.
•	Many factors affect the trading price of our stock, including factors over which we have no control, such as the current financial crisis, government actions, reports on the economy as well as negative or positive announcements by competitors, regardless of whether the report relates directly to our business.
•	Significant demographic changes, adverse weather, pressures on consumer spending, economic conditions such as inflation or recession or political conditions such as terrorist activity or the effects of war, or other significant events, particularly in California and Texas where nearly 60% of our restaurants are located; new legislation and governmental regulation; changes in accounting standards; the possibility of unforeseen events affecting the food service industry in general and other factors over which we have no control can each adversely affect our results of operation.

     This discussion of uncertainties is by no means exhaustive, but is intended to highlight some important factors that may materially affect our results. We do not intend to update these forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Our primary exposure to risks relating to financial instruments is changes in interest rates. Our credit facility, which is comprised of a revolving credit facility and a term loan, bears interest at an annual rate equal to the prime rate or LIBOR plus an applicable margin based on a financial leverage ratio. As of April 12, 2009, the applicable margin for the LIBOR-based revolving loans and term loan was set at 1.125%.

     We use interest rate swap agreements to reduce exposure to interest rate fluctuations. At April 12, 2009, we had two interest rate swap agreements having an aggregate notional amount of $200.0 million expiring April 1, 2010. These agreements effectively convert a portion of our variable rate bank debt to fixed-rate debt and have an average pay rate of 4.875%, yielding a fixed-rate of 6.00% including the term loan’s applicable margin of 1.125%.

     A hypothetical 100 basis point increase in short-term interest rates, based on the outstanding unhedged balance of our revolving credit facility and term loan at April 12, 2009 would result in an estimated increase of $2.7 million in annual interest expense.

     Changes in interest rates also impact our pension expense, as do changes in the expected long-term rate of return on our pension plan assets. An assumed discount rate is used in determining the present value of future cash outflows currently expected to be required to satisfy the pension benefit obligation when due. Additionally, an assumed long-term rate of return on plan assets is used in determining the average rate of earnings expected on the funds invested or to be invested to provide the benefits to meet our projected benefit obligation. A hypothetical 25 basis point reduction in the assumed discount rate and expected long-term rate of return on plan assets would result in an estimated increase of $1.7 million and $0.6 million, respectively, in our future annual pension expense.

     We are also exposed to the impact of commodity and utility price fluctuations related to unpredictable factors such as weather and various other market conditions outside our control. Our ability to recover increased costs through higher prices is limited by the competitive environment in which we operate. From time to time, we enter into futures and option contracts to manage these fluctuations. At April 12, 2009, we had no natural gas swap agreements in place.

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ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

     We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the rules of the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

     Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act Rules 13a-15(e). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

     There have been no changes in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

     There is no information required to be reported for any items under Part II, except as follows:

ITEM 1. LEGAL PROCEEDINGS

     The Company is subject to normal and routine litigation. In the opinion of management, based in part on the advice of legal counsel, the ultimate liability from all pending legal proceedings, asserted legal claims and known potential legal claims should not materially affect our operating results, financial position and liquidity.

ITEM 1A. RISK FACTORS

     This report contains forward-looking statements that reflect management’s expectations for the future and are subject to risks and uncertainties. These and other risk factors are discussed under the heading “Cautionary Statements Regarding Forward-Looking Statements” in this Form 10-Q and in our annual report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     Dividends. We did not pay any cash or other dividends during the last two fiscal years with the exception of a stock split that was effected in the form of a stock dividend on October 15, 2007, with shareholders receiving an additional share of stock for each share held. We do not anticipate paying any dividends in the foreseeable future. Our credit agreement provides for a remaining aggregate amount of $97.4 million for the potential repurchase of our common stock and $50.0 million for the potential payment of cash dividends.

     Stock Repurchases. In November 2007, the Board approved a program to repurchase up to $200.0 million in shares of our common stock over three years expiring November 9, 2010. As of April 12, 2009, the total remaining amount authorized for repurchase was $100.0 million.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Our Annual Meeting of Stockholders was held February 13, 2009, at which the following matters were voted as indicated:

			For		Withheld		Abstain
1. Election of the following directors to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified.
Michael E. Alpert				53,758,072		417,848		—
David L. Goebel				54,111,640		64,280		—
Anne B. Gust				52,629,958		1,545,962		—
Murray H. Hutchison				52,323,324		1,852,596		—
Linda A. Lang				53,757,007		418,913		—
Michael W. Murphy				52,620,857		1,555,063		—
David M. Tehle				54,098,426		77,494		—
Winifred M. Webb				54,038,613		137,307		—
							Broker
	For		Against		Abstain		Non-Votes
2. Ratification of appointment of KPMG LLP as independent registered public accountants		53,738,545		418,538		18,837		—

ITEM 6. EXHIBITS

Number	Description
3.1	Restated Certificate of Incorporation, as amended, which is incorporated herein by reference from the registrant’s Annual Report on Form 8-K dated September 24, 2007.
3.1.1	Certificate of Amendment of Restated Certificate of Incorporation, which is incorporated herein by reference from the registrant’s Current Report on Form 10-K dated September 21, 2007.
3.2	Amended and Restated Bylaws, which are incorporated herein by reference from the registrant’s Current Report on Form 8-K dated August 4, 2008.
10.6*	Amended and Restated Supplemental Executive Retirement Plan, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended January 18, 2009.
10.13*	Amended and Restated Executive Deferred Compensation Plan, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended January 18, 2009.
10.16.4*	Form of Restricted Stock Unit Award Agreement for officers and certain members of management under the 2004 Stock Incentive Plan.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan

ITEM 15(b) All required exhibits are filed herein or incorporated by reference as described in Item 15(a)(3).

ITEM 15(c) All supplemental schedules are omitted as inapplicable or because the required information is included in the consolidated financial statements or notes thereto.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized and in the capacities indicated.

JACK IN THE BOX INC.
By:	/S/ JERRY P. REBEL
	Jerry P. Rebel
	Executive Vice President and Chief Financial Officer (Principal Financial Officer) (Duly Authorized Signatory)

Date: May 13, 2009

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EX-10.16.4

Exhibit 10.16.04

JACK IN THE BOX INC.
RESTRICTED STOCK UNIT AWARD
UNDER THE 2004 STOCK INCENTIVE PLAN

     THIS AGREEMENT is made as of                     , 20           between Jack in the Box Inc., a Delaware corporation (the “Company”), and «FULL_NAME» (the “Awardee”).

RECITALS

     The Compensation Committee (the “Committee”) of the Board of Directors of the Company which administers the Company’s 2004 Stock Incentive Plan (the “Plan”), has granted to the Awardee as of                     , 20         , this award of Restricted Stock Units (RSUs), on the terms and conditions set forth herein.

AGREEMENT

     In consideration of the foregoing and of the mutual covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:

     1. RESTRICTED STOCK UNIT AWARD. The Committee hereby grants «SHARES» («NUMBER_OF_SHARES») shares of RSUs (the “Award”) to the Awardee on the terms and conditions set forth herein.

     2. VESTING. Notwithstanding any other provision of the Plan to the contrary, and except as provided in Section 11 (Terminating Transactions) of this Agreement, no portion of this Award shall become vested at any time prior to the Awardee’s termination of employment with the Company. Upon the Awardee’s termination of employment, that portion of the Award which shall be considered vested as of such termination date, shall be determined in accordance with Section 5 of this Agreement. If any shares subject to this Award would otherwise become vested on a day on which the sale of such shares would violate the provisions of the Company’s Insider Trading policy, then such vesting automatically shall be deemed to occur on the next day on which the sale of such shares would not violate the Insider Trading policy.

     3. CONSIDERATION. The Company acknowledges that Awardee has earned the Award Shares in the form of services previously rendered to the Company or a subsidiary pursuant to Delaware Code Section 153.

     4. DISTRIBUTION. An Award that has become vested in accordance with Section 2 of this Agreement shall be distributed to the Awardee in shares of Common Stock of the Company equal to the vested RSUs (the “Award Shares”), or cash, as elected by the Company, in a single lump sum, within 30 days after the six-month anniversary of the Awardee’s termination of employment (provided that “termination of employment” shall have the same meaning as the term “separation from service” under Code Section 409A and the regulations and other guidance issued thereunder). If the Company elects a cash distribution, the amount shall be determined by multiplying (i) the number of Award Shares which would have been distributed, by (ii) the NASDAQ closing price per share for the Common Stock of the Company on the trading date immediately preceding the date of the six-month anniversary of the Awardee’s

1

termination of employment, less any required taxes which the Company determines it must withhold. If the Company elects a stock distribution, the shares of Common Stock underlying this Award shall be registered in the name of the Awardee (as evidenced by the appropriate entry on the books of the Company or a duly authorized transfer agent of the Company).

     5. TERMINATION OF EMPLOYMENT.

          (a) Termination for Cause. If the Awardee is terminated for cause (as determined by the Company’s Board of Directors (the “Board”) in its sole discretion) prior to <<date 10 years from grant date>>, then all of this Award will be automatically forfeited by the Awardee concurrently with such termination of employment, unless otherwise determined by the Board in its sole discretion, and the Awardee shall not be deemed vested in any portion of this Award, regardless of any vesting percentage which might have applied to such Award on account of this Section 6 for any other reason. If the Awardee is terminated for cause on or after <<date 10 years from grant date>>, upon termination 100% of the award shall vest.

          (b) Involuntary Termination or Voluntary Termination. If the Awardee ceases to be employed by the Company, its parent or a subsidiary because of Awardee’s involuntary termination (other than for cause as described above) or voluntary termination, before the Awardee is eligible to retire under a Company sponsored retirement plan, then that portion of the Award which shall be considered vested on such termination shall be, unless otherwise determined by the Board in its sole discretion, calculated in accordance with the following schedule.

Date of Termination	Vesting Percentage
Prior to <<date 3 years from grant date>>		0	%
On or after <<date 3 years from grant date>>		15	%
On or after <<date 4 years from grant date>>		20	%
On or after <<date 5 years from grant date>>		25	%
On or after <<date 6 years from grant date>>		30	%
On or after <<date 7 years from grant date>>		35	%
On or after <<date 8 years from grant date>>		40	%
On or after <<date 9 years from grant date>>		45	%
On or after <<date 10 years from grant date>>		100	%

Any portion of the Award which does not become vested on the date of termination of employment shall be forfeited as of the date of termination of employment. It shall be the responsibility of the Awardee to notify the Company of any changes in address. As used in this Agreement, the term “parent” means any present or future corporation which would be a “parent corporation” of the Company as defined in Section 424(e) of the Internal Revenue Code, and “subsidiary” means any present or future corporation which would be a “subsidiary corporation” of the Company as defined in Section 424(f) of the Internal Revenue Code.

          (c) Retirement. If Awardee is eligible to retire under a Company sponsored retirement plan and terminates employment with the Company, its parent or a subsidiary for any reason other than (A) termination for cause, as determined by the Company in its sole discretion, or (B) the Awardee’s death or Total and Permanent Disability (as defined below), then this Award shall become vested on such termination date in an amount equal to the greater of (i) such vesting as would have been determined by assuming 30% of the Award vested on <<date 3 years

2

from grant date>>, and thereafter an additional 10% of the shares subject to this Award shall have become vested on each anniversary date of the Award following <<date 3 years from grant date>> until such time as the Award became 100% vested on the date 10 years after the anniversary of the original grant of this Award, or (ii) provided that as of <<date 3 years from grant date>>, the Awardee is still employed by the Company, and had been continuously employed by the Company since the date this Award was granted, such vesting as would have occurred had 10% of the Award been determined to be vested for each year of service the Awardee provided to the Company, or (iii) in such greater amount as may be determined by the Board in its sole discretion. In no event however shall any portion of this Award be considered vested prior to the Awardee’s termination date. It shall be the responsibility of the Awardee to notify the Company of any changes in address.

          (d) Disability. If the Awardee shall suffer Total and Permanent Disability while in the employment of the Company, its parent or a subsidiary, then this Award will become 100% vested on such date the Awardee terminates employment on account of such Total and Permanent Disability. As used in this Agreement “Total and Permanent Disability” is defined as the inability to perform the duties of Awardee’s occupation, or any occupation for which Awardee is qualified or may reasonably become qualified by education, training or experience, because of an illness or injury of unavoidable cause for a period of at least six (6) months, provided the inability is determined or expected to be permanent by a physician selected by the Company.

          (e) Death. If the Awardee dies while in the employment of the Company, its parent or a subsidiary, and the Awardee had not been determined to have suffered Total and Permanent Disability within ninety (90) days of such Awardee’s death, then this Award will become 100% vested on the date the Awardee terminates employment on account of death. The Award shall be considered transferred to the person or persons (the “Heir”) to whom Awardee’s rights under the Award passed by will or by the applicable laws of descent and distribution, as to all shares of Common Stock granted under this Award. It shall be the responsibility of the Heir to notify the Company of any changes in address.

     7. TAXES AND WITHHOLDING. Any income taxes, FICA, state disability insurance or other similar payroll and withholding taxes arising from the receipt or vesting of the Award are the sole responsibility of the Awardee. The Awardee shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required to be withheld in respect of the Award no later than the date of the event creating the tax liability. The Company, to the extent permitted by law, may deduct any such tax obligations from any payment of any kind otherwise due to the Awardee. In the event that payment to the Company of such tax obligations is made in shares of Common Stock, such shares shall be valued at fair market value on the applicable date for such purposes and shall not exceed in amount the minimum statutory tax withholding obligation.

     8. LEGALITY. The Company is not required to issue any shares of Common Stock subject to this Award until all applicable requirements of the Securities and Exchange Commission (the “SEC”), the California Department of Corporations or other regulatory agencies having jurisdiction with respect to such issuance, and any exchanges upon which the Common Stock may be listed, shall have been fully complied with.

          If shares of Common Stock subject to this Award are being distributed subject to

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restrictions or if the rules and interpretations of the SEC so require, such shares may be issued only if the Awardee represents and warrants in writing to the Company that the shares are being acquired for investment and not with a view to the distribution thereof, and any certificates issued upon distribution of the shares shall bear appropriate legends setting forth the restrictions on transfer of such shares. Such legends may not be removed until the Company so requests, based on the opinion of the Company’s Counsel that the restrictions are no longer applicable.

     9. ADJUSTMENTS IN STOCK. Subject to the provisions of the Plan, if the outstanding shares of the Company of the class subject to this Award are increased or decreased, or are changed into or exchanged for a different number or kind of shares or securities as a result of one or more reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends and the like, appropriate adjustments, to be conclusively determined by the Committee, shall be made in the number and/or type of shares or securities subject to this Award consistent with any and all changes stipulated above, and any fractional shares resulting from adjustments will be rounded down to the nearest whole number.

     10. NONTRANSFERABILITY OF AWARD. This Award is not transferable otherwise than by will or the laws of descent and distribution. This Award shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer this Award otherwise than by will or the laws of descent and distribution or to assign, pledge, hypothecate or otherwise dispose of this Award, or upon the levy of any execution, attachment or similar process upon this Award, this Award shall immediately terminate and become null and void.

     11. TERMINATING TRANSACTIONS. Upon the dissolution or liquidation of the Company prior to the Award becoming 100% vested this Award shall terminate. Upon the occurrence of a Change in Control (as defined in the Plan), this Award shall be considered 100% vested as of the date of the Change in Control, but the amount of any cash distribution of the Award shall be measured using the NASDAQ closing price per share for the Common Stock of the Company on the trading date immediately preceding the date of the Change in Control, plus interest at a reasonable rate of interest (determined in accordance with Treasury Regulation section 31.3121(v)(2)-1(d)(2)(i)(C)) until the date of distribution.

     12. NOTICES. All notices or other communications under this Agreement shall be given in writing and shall be deemed duly given and received on the third full business day following the day of the mailing thereof by registered or certified mail, return receipt requested, or when delivered personally as follows:

          (a) If to the Company, at its principal executive offices at the time of the giving of such notice, or at such other place as the Company shall have designated by notice as herein provided to each of the Awardees;

          (b) If to Awardee, at the address as it appears below Awardee’s signature to this Agreement, or at such other place as Awardee shall have designated by notice as herein provided to the Company; and

          (c) If to any other holder, at such holder’s last address appearing in the Company’s records.

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It shall be the responsibility of the Awardee to notify the Company of any changes in address.

     13. PLAN CONTROLS. The Award and all terms and conditions set forth in this Agreement are subject in all respects to the terms and conditions of the Plan as may be amended from time to time, (but no amendment shall adversely affect the Awardee’s rights under this Award) and any rules and regulations promulgated by the Committee, which shall be controlling. All constructions, interpretations, rule determinations or other actions taken by the Committee shall be final, binding and conclusive on all interested parties, including the Company and its subsidiaries and all former, present and future employees of the Company or its subsidiaries. Capitalized terms that are not defined herein shall have the definition given to them in the Plan.

     14. RIGHT TO CONTINUED EMPLOYMENT. Nothing in the Plan or in this Agreement shall confer upon the Awardee any right to continue in the employment of the Company or any of its subsidiaries or interfere in any way with any right of the Company to terminate the Awardee’s employment at any time.

     15. RIGHTS AS A SHAREHOLDER. Nothing in the Plan or in this Agreement shall confer upon the Awardee any rights as a stockholder with respect to any Award Shares prior to the date of the issuance of a certificate for such Award Shares to the Awardee.

     16. LAWS APPLICABLE TO CONSTRUCTION. This Agreement shall be deemed to be a contract under the laws of the State of Delaware and for all purposes shall be construed and enforced in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law.

     17. RECEIPT OF PROSPECTUS. The Awardee hereby acknowledges that he or she has received a copy of the prospectus relating to the Award and the shares covered thereby and the Plan.

     18. GENERAL. The Company shall at all times during the term of this Award reserve and keep available such numbers of shares of Common Stock as will be sufficient to satisfy the requirements of this Award, shall pay all fees and expenses necessarily incurred by the Company in connection therewith, and will from time to time use its best efforts to comply with all laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.

     19. ANNUAL REPORTS. The Company shall during the term of this Award provide to Awardee an annual report regarding the Company.

     20. MISCELLANEOUS.

          (a) This writing constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be modified or amended except by a written agreement signed by Awardee and the Company, other than as provided in paragraph (g) below. Anything in this Agreement to the contrary notwithstanding, any modification or amendment of this Agreement by a written agreement signed by, or binding upon, Awardee shall be valid and binding upon any and all persons or entities who may, at any time, have or claim any rights under or pursuant to this Agreement (including all Awardees hereunder) in respect of the Award

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granted to the Awardee.

          (b) No waiver of any breach or default hereunder shall be considered valid unless in writing and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. Anything in this Agreement to the contrary notwithstanding, any waiver, consent or other instrument under or pursuant to this Agreement signed by, or binding upon, Awardee shall be valid and binding upon any and all persons or entities (other than the Company) who may, at any time, have or claim any rights under or pursuant to this Agreement (including all Awardees hereunder) in respect of the Award originally granted to Awardee.

          (c) Except as otherwise expressly provided herein, this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and Awardee and his heirs, personal representatives, successors and assigns; provided, however, that nothing contained herein shall be construed as granting Awardee the right to transfer any of his Award except in accordance with this Agreement.

          (d) If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.

          (e) The section headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of said sections.

          (f) Each party hereto shall cooperate and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by any other party in order to carry out the provisions and purposes of this Agreement.

          (g) This Agreement is intended to comply with Code Section 409A and shall be administered in a manner consistent with Code Section 409A. Should any provision of this Agreement be found not to comply with the provisions of Code Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring Awardee’s consent (notwithstanding the provisions of Section 13 or paragraph (a) above), in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A.

          (h) Whenever the pronouns “he” or “his” are used herein they shall also be deemed to mean “she” or “hers” or “it” or “its” whenever applicable. Words in the singular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases where they would so apply.

          (i) This Agreement may be executed in counterparts, all of which taken together shall be deemed one original.

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     IN WITNESS WHEREOF, the Company has caused this Award to be granted on its behalf by its President or one of its Vice Presidents and Awardee has hereunto set his hand on the day and year first above written.

     Jack in the Box Inc. Awardee

By:
	<<Name>>	Signature
		Name
		Street Address
		City and State
		Social Security No.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Linda A. Lang, certify that:

1.	I have reviewed this quarterly report on Form 10-Q 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: May 13, 2009	/S/ LINDA A. LANG
	Linda A. Lang Chief Executive Officer and Chairman of the Board

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Jerry P. Rebel, certify that:

1.	I have reviewed this quarterly report on Form 10-Q 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: May 13, 2009	/S/ JERRY P. REBEL
	Jerry P. Rebel Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Linda A. Lang, Chief Executive Officer of Jack in the Box Inc. (the “Registrant”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q 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: May 13, 2009	/S/ LINDA A. LANG
	Linda A. Lang Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Jerry P. Rebel, Chief Financial Officer of Jack in the Box Inc. (the “Registrant”), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Quarterly Report on Form 10-Q 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: May 13, 2009	/S/ JERRY P. REBEL
	Jerry P. Rebel Chief Financial Officer