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 endedApril ~~11, 2010~~17, 2011

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.

Yesþ Noo

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).

Yesoþ Noo

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 filerþ		Accelerated filero	Non-accelerated filero	~~Accelerated filer~~Smaller reporting companyo
	~~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).

Yeso Noþ

As of the close of business May ~~7, 2010, 55,038,468~~13, 2011, 49,697,537 shares of the registrant’s common stock were outstanding.

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 11,			September 27,			April 17,			October 3,
	2010			2009			2011			2010

ASSETS
Current assets:
Cash and cash equivalents	$	12,461		$	53,002		$	14,712		$	10,607
Accounts and other receivables, net		56,142			49,036			60,061			81,150
Inventories		37,768			37,675			36,830			37,391
Prepaid expenses		29,979			8,958			30,223			36,100
Deferred income taxes		44,614			44,614			46,328			46,185
Assets held for sale		92,687			99,612			51,349			59,897
Other current assets		5,193			7,152			3,882			3,592

Total current assets		278,844			300,049			243,385			274,922


Property and equipment, at cost		1,603,575			1,602,247			1,551,432			1,562,729
Less accumulated depreciation and amortization		(708,665	)		(665,957	)		(685,614	)		(684,690	)

Property and equipment, net		894,910			936,290			865,818			878,039
Other assets, net		226,728			219,571			293,992			254,131

	$	1,400,482		$	1,455,910		$	1,403,195		$	1,407,092


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current maturities of long-term debt	$	50,797		$	67,977		$	18,695		$	13,781
Accounts payable		68,641			63,620			68,900			101,216
Accrued liabilities		165,312			206,100			173,471			168,186

Total current liabilities		284,750			337,697			261,066			283,183


Long-term debt, net of current maturities		348,419			357,270			388,672			352,630

Other long-term liabilities		233,609			234,190			255,377			250,440

Deferred income taxes		1,660			2,264			41			376

Stockholders’ equity:
Preferred stock $.01 par value, 15,000,000 authorized, none issued		—			—
Common stock $.01 par value, 175,000,000 authorized, 74,234,137 and 73,987,070 issued, respectively		742			740
Preferred stock $0.01 par value, 15,000,000 shares authorized, none issued								—			—
Common stock $0.01 par value, 175,000,000 shares authorized, 74,812,157 and 74,461,632 issued, respectively								748			745
Capital in excess of par value		178,217			169,440			196,668			187,544
Retained earnings		954,138			912,210			1,021,623			982,420
Accumulated other comprehensive loss, net		(76,594	)		(83,442	)		(74,541	)		(78,787	)
Treasury stock, at cost, 19,294,745 and 16,726,032 shares		(524,459	)		(474,459	)
Treasury stock, at cost, 25,116,010 and 21,640,400 shares, respectively								(646,459	)		(571,459	)

Total stockholders’ equity		532,044			524,489			498,039			520,463

	$	1,400,482		$	1,455,910		$	1,403,195		$	1,407,092

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

Quarter Year-to-Date
April 11, April 12, April 11, April 12,
2010 2009 2010 2009
Revenues:
Restaurant sales $ 388,301 $ 468,326 $ 900,395 $ 1,096,975
Distribution sales 90,762 67,460 195,380 158,983
Franchised restaurant revenues 50,643 42,625 115,249 99,126

529,706 578,411 1,211,024 1,355,084

Operating costs and expenses:
Food and packaging 122,316 150,654 284,643 364,328
Payroll and employee benefits 117,133 140,428 273,485 330,498
Occupancy and other 89,888 99,947 210,041 233,374

Company restaurant costs 329,337 391,029 768,169 928,200
Distribution costs of sales 90,910 67,035 196,279 157,614
Franchised restaurant costs 23,102 17,561 52,512 39,690
Selling, general and administrative expenses 58,194 66,910 131,550 157,689
Gains on the sale of company-operated restaurants, net (2,987 ) (17,234 ) (12,367 ) (35,595 )

498,556 525,301 1,136,143 1,247,598

Earnings from operations 31,150 53,110 74,881 107,486

Interest expense 4,125 4,979 9,897 13,180
Interest income (252 ) (406 ) (589 ) (880 )

Interest expense, net 3,873 4,573 9,308 12,300

Earnings from continuing operations and before income taxes 27,277 48,537 65,573 95,186

Income taxes 9,597 18,951 23,645 37,633

Earnings from continuing operations 17,680 29,586 41,928 57,553

Earnings from discontinued operations, net — 275 — 705

Net earnings $ 17,680 $ 29,861 $ 41,928 $ 58,258

Net earnings per share — basic:
Earnings from continuing operations $ 0.32 $ 0.52 $ 0.75 $ 1.02
Earnings from discontinued operations, net — 0.01 — 0.01

Net earnings per share $ 0.32 $ 0.53 $ 0.75 $ 1.03

Net earnings per share — diluted:
Earnings from continuing operations $ 0.32 $ 0.51 $ 0.74 $ 1.00
Earnings from discontinued operations, net — 0.01 — 0.01

Net earnings per share $ 0.32 $ 0.52 $ 0.74 $ 1.01

Weighted-average shares outstanding:
Basic 54,972 56,714 55,711 56,644
Diluted 55,797 57,704 56,499 57,554


	Quarter						Year-to-Date
	April 17,			April 11,			April 17,			April 11,
	2011			2010			2011			2010
Revenues:
Company restaurant sales	$	321,242		$	388,301		$	758,152		$	900,395
Distribution sales		121,362			90,762			268,049			195,380
Franchise revenues		62,531			50,643			143,652			115,249

		505,135			529,706			1,169,853			1,211,024

Operating costs and expenses, net:
Company restaurant costs:
Food and packaging		107,275			122,316			249,130			284,643
Payroll and employee benefits		97,998			117,133			232,514			273,485
Occupancy and other		76,393			89,888			181,802			210,041

Total company restaurant costs		281,666			329,337			663,446			768,169
Distribution costs		121,837			90,910			269,178			196,279
Franchise costs		31,328			23,102			69,680			52,512
Selling, general and administrative expenses		52,619			54,742			119,504			125,419
Impairment and other charges, net		4,494			3,452			8,090			6,131
Gains on the sale of company-operated restaurants		(878	)		(2,987	)		(28,750	)		(12,367	)

		491,066			498,556			1,101,148			1,136,143


Earnings from operations		14,069			31,150			68,705			74,881

Interest expense, net		3,945			3,873			8,556			9,308


Earnings before income taxes		10,124			27,277			60,149			65,573

Income taxes		3,322			9,597			20,946			23,645


Net earnings	$	6,802		$	17,680		$	39,203		$	41,928


Net earnings per share:
Basic	$	0.14		$	0.32		$	0.76		$	0.75
Diluted	$	0.13		$	0.32		$	0.75		$	0.74

Weighted-average shares outstanding:
Basic		50,183			54,972			51,265			55,711
Diluted		50,984			55,797			52,069			56,499

See accompanying notes to condensed consolidated financial statements.

JACK IN THE BOX INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Year-to-Date						Year-to-Date
	April 11,			April 12,			April 17,			April 11,
	2010			2009			2011			2010

Cash flows from operating activities:
Net earnings	$	41,928		$	58,258		$	39,203		$	41,928
Earnings from discontinued operations, net		—			(705	)

Net earnings from continuing operations		41,928			57,553
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		54,152			53,885			51,817			54,152
Deferred finance cost amortization		724			836			1,350			724
Deferred income taxes		(3,267	)		(168	)		(4,965	)		(3,267	)
Share-based compensation expense		5,500			4,962			4,972			5,500
Pension and postretirement expense		15,661			6,594			12,840			15,661
Losses (gains) on cash surrender value of company-owned life insurance		(6,026	)		10,006
Gains on the sale of company-operated restaurants, net		(12,367	)		(35,595	)
Gains on the acquisition of franchise-operated restaurants		—			(958	)
Gains on cash surrender value of company-owned life insurance								(7,841	)		(6,026	)
Gains on the sale of company-operated restaurants								(28,750	)		(12,367	)
Losses on the disposition of property and equipment, net		2,360			5,784			5,424			2,360
Impairment charges		1,503			4,857			1,167			1,503
Changes in assets and liabilities, excluding acquisitions and dispositions:
Receivables		(11,811	)		(10,957	)
Accounts and other receivables								(2,359	)		(11,811	)
Inventories		(93	)		4,085			561			(93	)
Prepaid expenses and other current assets		(19,833	)		(5,609	)		6,848			(19,833	)
Accounts payable		(3,309	)		(14,913	)		(2,851	)		(3,309	)
Pension and postretirement contributions		(11,824	)		(9,524	)		(2,472	)		(11,824	)
Other		(26,652	)		(5,670	)		6,900			(26,652	)

Cash flows provided by operating activities from continuing operations		26,646			65,168			81,844			26,646
Cash flows provided by (used in) operating activities from discontinued operations		(2,172	)		2,173
Cash flows used in operating activities from discontinued operations								—			(2,172	)

Cash flows provided by operating activities		24,474			67,341			81,844			24,474


Cash flows from investing activities:
Purchases of property and equipment		(42,632	)		(91,171	)		(74,129	)		(42,632	)
Proceeds from the sale of company-operated restaurants		19,093			40,429			49,588			19,093
Proceeds from (purchases of) assets held for sale and leaseback, net		8,889			(22,760	)
Proceeds from assets held for sale and leaseback, net								6,669			8,889
Collections on notes receivable		7,675			21,356			19,062			7,675
Acquisition of franchise-operated restaurants		—			(6,760	)		(21,477	)		—
Other		1,031			(2,093	)		(6,618	)		1,031

Cash flows used in investing activities from continuing operations		(5,944	)		(60,999	)
Cash flows used in investing activities from discontinued operations		—			(849	)

Cash flows used in investing activities		(5,944	)		(61,848	)		(26,905	)		(5,944	)


Cash flows from financing activities:
Borrowings on revolving credit facility		313,000			246,000			396,000			313,000
Repayments of borrowings on revolving credit facility		(293,000	)		(287,000	)		(349,000	)		(293,000	)
Principal repayments on debt		(46,031	)		(1,647	)		(5,731	)		(46,031	)
Debt issuance costs								(989	)		—
Proceeds from issuance of common stock		2,445			2,136			3,376			2,445
Repurchase of common stock		(50,000	)		—
Repurchases of common stock								(75,000	)		(50,000	)
Excess tax benefits from share-based compensation arrangements		690			450			640			690
Change in book overdraft		13,825			(2,308	)		(20,130	)		13,825

Cash flows used in financing activities		(59,071	)		(42,369	)		(50,834	)		(59,071	)


Net decrease in cash and cash equivalents		(40,541	)		(36,876	)
Net increase (decrease) in cash and cash equivalents								4,105			(40,541	)
Cash and cash equivalents at beginning of period		53,002			47,884			10,607			53,002

Cash and cash equivalents at end of period	$	12,461		$	11,008		$	14,712		$	12,461

JACK IN THE BOX INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~SUMMARY~~BASIS OF ~~SIGNIFICANT ACCOUNTING POLICIES~~PRESENTATION

Nature of operations— Founded in 1951, Jack in the Box Inc. (the “Company”) operates and franchises Jack in the ~~Box®~~Box^® quick-service restaurants and Qdoba Mexican ~~Grill®~~Grill^® (“Qdoba”) fast-casual restaurants in 45 states. The following table summarizes the number of restaurants:


	April 17,		April 11,
	2011		2010
Jack in the Box:
Company-operated		848		1,153
Franchised		1,372		1,080

Total system		2,220		2,233

Qdoba:
Company-operated		221		160
Franchised		328		345

Total system		549		505

		References to the Company throughout these Notes to 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 (“GAAP”) 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.

		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 27, 2009.~~October 3, 2010. 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 ~~2010.~~2011.

		During fiscal 2009, we sold all of our Quick Stuff® convenience stores and fuel stations. These stores and their related activities have been presented as discontinued operations for all periods presented. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate to our continuing operations.

		*Principles of consolidation— The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and the accounts of any variable interest entities where we are deemed the primary beneficiary. All significant intercompany transactions are eliminated. For information related to the variable interest entity included in our condensed consolidated financial statements, refer to Note 11,Variable Interest Entities*.

		*Reclassifications and adjustments*— Certain prior year amounts in the condensed consolidated financial statements have been reclassified to conform to the fiscal 2011 presentation. At the end of 2010, ~~presentation, including the separation~~we separated impairment and other charges, net from selling, general and administrative expenses in our consolidated statements of ~~restaurant operating costs into two components; payroll and employee benefits, and occupancy and other.~~earnings. We believe the additional detail provided is useful when analyzing ~~the operating~~our results of ~~our restaurants.~~operations.

		*Fiscal year*— Our fiscal year is 52 or 53 weeks ending the Sunday closest to September 30. Fiscal year 2011 includes 52 weeks while 2010 includes 53 ~~weeks while 2009 includes 52~~ weeks. Our first quarter includes 16 weeks and all other quarters include 12 weeks, with the exception of the fourth quarter of fiscal 2010, which includes 13 weeks. All comparisons between ~~2010~~2011 and ~~2009~~2010 refer to the twelve weeks (“quarter”) and twenty-eight weeks (“year-to-date”) ~~weeks~~ ended April 17, 2011 and April 11, 2010, ~~and April 12, 2009,~~ respectively, unless otherwise indicated.

		*Use of estimates*— In preparing the condensed consolidated financial statements in conformity with U.S. ~~generally accepted accounting principles,~~GAAP, 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.

		*~~Assets held for sale~~*— Assets held for sale typically represent the costs for new sites and existing sites that we plan to sell and lease back within the next year. Gains or losses realized on sale-leaseback transactions are deferred and amortized to income over the lease terms. Assets held for sale may also include the net book value of equipment we plan to sell to franchisees.

		*~~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 $76.0 million and $66.9 million as of April 11, 2010 and September 27, 2009, respectively, and are included in other assets, net in the accompanying condensed consolidated balance sheets. Changes in cash surrender values are included in selling, general and administrative expense in the accompanying condensed consolidated statements of earnings. 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 11, 2010 and September 27, 2009, the trust also included cash of $0.2 million and $1.4 million, respectively.

		*~~Goodwill~~— Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired. As of April 11, 2010 and September 27, 2009, other assets, net included goodwill of $85.4 million and $85.8 million, respectively. Refer to Note 2,~~Franchise Arrangements~~*~~, for detail regarding the change in goodwill since the end of last fiscal year.~~

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

~~FRANCHISE ARRANGEMENTS~~SUMMARY OF REFRANCHISINGS, FRANCHISEE DEVELOPMENT AND ACQUISITIONS

Franchise agreements generally provide for 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 consummatedRefranchisings and ~~certain other gain recognition criteria are met.~~franchisee development — The following is a summary of ~~these transactions~~the number of restaurants sold and developed by franchisees and the related gains and fees recognized (dollars in thousands):

Quarter Year-to-Date
April 11, April 12, April 11, April 12,
2010 2009 2010 2009

Number of restaurants sold to franchisees 30 46 53 75
Number of restaurants opened by franchisees 7 12 19 31

Initial franchise fees received $ 1,562 $ 2,233 $ 2,975 $ 4,188

Cash proceeds from the sale of company-operated restaurants $ 7,518 $ 21,809 $ 19,093 $ 40,429
Notes receivable (1) — 3,259 2,730 8,552

Total proceeds 7,518 25,068 21,823 48,981
Net assets sold (primarily equipment) (4,375 ) (7,289 ) (9,012 ) (12,330 )
Goodwill related to the sale of company-operated restaurants (156 ) (545 ) (444 ) (1,056 )

Gains on the sale of company-operated restaurants $ 2,987 $ 17,234 $ 12,367 $ 35,595


~~(1)~~		~~Temporary financing was provided to franchisees in connection with certain refranchising transactions.~~

~~FRANCHISE ACQUISITIONS~~


	Quarter						Year-to-Date
	April 17,			April 11,			April 17,			April 11,
	2011			2010			2011			2010

Number of restaurants sold to franchisees		26			30			114			53
Number of new restaurants opened by franchisees		11			7			28			19

Initial franchise fees	$	1,640		$	1,562		$	5,879		$	2,975

Cash	$	5,505		$	7,518		$	49,588		$	19,093
Notes receivable		—			—			—			2,730

Total proceeds from the sale of company-operated restaurants		5,505			7,518			49,588			21,823
Net assets sold (primarily property and equipment)		(4,520	)		(4,375	)		(19,872	)		(9,012	)
Goodwill related to the sale of company-operated restaurants		(107	)		(156	)		(966	)		(444	)

Gains on the sale of company-operated restaurants	$	878		$	2,987		$	28,750		$	12,367

~~We account for~~Franchise acquisitions— During the ~~acquisition of franchised restaurants using the purchase method of accounting for business combinations. In 2009,~~second quarter, we acquired 2220 Qdoba franchise-operated restaurants ~~from franchisees~~in the Indianapolis market and two in Northern Florida, consistent with our strategy to opportunistically acquire franchise markets where we believe there is continued opportunity for ~~net consideration of $6.8 million.~~restaurant development. The ~~total~~ purchase price ~~was allocated to property and equipment, goodwill and other income (included~~ allocations were based on fair value estimates determined using significant unobservable inputs (Level 3). The following table provides detail of the allocations (in ~~selling, general and administrative expenses in the accompanying condensed consolidated statement of earnings).~~thousands):

~~FAIR VALUE MEASUREMENTS~~


Property and equipment	$	3,877
Reacquired franchise rights		232
Liabilities assumed		(71	)
Goodwill		17,439

Total	$	21,477

~~On September 29, 2008, we adopted~~The goodwill recorded relates primarily to the ~~authoritative guidance issued by~~Indianapolis transaction and is largely attributable to the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements for our financial assets and liabilities. As permitted by the authoritative guidance, we elected to defer adoptiongrowth potential of the ~~fair value guidance for our non-financial assets and liabilities until the first quarter of fiscal 2010. The adoption did not have a material impact on our condensed consolidated financial statements.~~market.

FAIR VALUE MEASUREMENTS

Financial assets and liabilities— The following table presents the financial assets and liabilities measured at fair value on a recurring basis as of April ~~11, 2010~~17, 2011 (in thousands):

Fair Value Measurements
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
Total (Level 1) (Level 2) (Level 3)

Non-qualified deferred compensation plan (1) $ 36,931 $ 36,931 $ — $ —


				Fair Value Measurements
				Quoted Prices in			Significant
				Active Markets			Other		Significant
				for Identical			Observable		Unobservable
				Assets			Inputs		Inputs
	Total			(Level 1)			(Level 2)		(Level 3)

Interest rate swaps (Note 4) (1)	$	457		$	—		$	457	$	—
Non-qualified deferred compensation plan (2)		(37,803	)		(37,803	)		—		—

Total assets (liabilities) at fair value	$	(37,346	)	$	(37,803	)	$	457	$	—


(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 is 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.

The fair values of each of our long-term debt instruments are based on quoted market values, where available, or on the amount of future cash flows associated with each instrument, discounted using our current borrowing rate for similar debt instruments of comparable maturity. ~~At April 11, 2010, the fair value of our term loan approximated $362.4 million compared with its carrying value of $369.8 million.~~ The estimated fair values of our term loan and capital lease obligations approximated their carrying values as of April ~~11, 2010.~~17, 2011.

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

Non-financial assets and liabilities— The Company’s non-financial instruments, which primarily consist of ~~goodwill, intangible assets, and~~ property and equipment, goodwill and intangible assets, are reported at carrying value and are not required to be measured at fair value on a recurring basis. However, on a periodic basis (at least annually for goodwill and semi-annually for property and equipment) or whenever events or changes in circumstances indicate that their carrying value may not be recoverable, ~~(at least annually for goodwill and semi-annually for property and equipment),~~ non-financial instruments are assessed for ~~impairment and, if~~impairment. If applicable, the carrying values of the assets are written down to fair value. In connection with our impairment review during fiscal 2011, no material fair value adjustments were required. Refer to Note 5,Impairment, Disposition of Property and Equipment, and Restaurant Closing Costs,for additional information regarding impairment charges.

~~The following table presents non-financial assets and liabilities measured at fair value on a non-recurring basis and remaining on our balance sheet as of April 11, 2010 (~~~~in thousands~~):

Fair Value Measurements Using
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable Total
Assets Inputs Inputs Losses
Total (Level 1) (Level 2) (Level 3) (Level 3)

Long-lived assets held and used $ 77 $ — $ — $ 77 $ 531

In connection with our semi-annual property and equipment impairment review, long-lived assets held and used at eight Jack in the Box restaurants having a carrying value of $0.6 million were written down to their fair value of $0.1 million. The resulting impairment charge of $0.5 million was included in selling, general and administrative expenses in the accompanying condensed consolidated statement of earnings for the year-to-date period ended April 11, 2010.

5.4.

DERIVATIVE INSTRUMENTS

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 August 2010, we entered into two interest rate swap agreements that will effectively convert $100.0 million of our variable rate term loan borrowings to a fixed-rate basis beginning September 2011 through September 2014. Previously, we held two interest rate swaps that effectively converted $200.0 million of our variable rate term loan borrowings to a ~~fixed rate~~fixed-rate basis ~~until~~from March 2007 to April 1, 2010. These agreements ~~were~~have been designated as cash flow hedges under the terms of the ~~FASB~~Financial Accounting Standards Board (“FASB”) authoritative guidance for ~~derivative instruments~~derivatives and ~~hedging with effectiveness assessed based on~~hedging. To the extent that they are effective in offsetting the variability of the hedged cash flows, changes in the ~~present~~fair value of the derivatives are not included in net earnings but are included in other comprehensive income (“OCI”). These changes in fair value are subsequently reclassified into net earnings as a component of interest expense as the hedged interest payments are made on our term ~~loan interest payments.~~debt.

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~~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 the FASB authoritative guidance for derivative instruments and hedging.

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

April 11, 2010 September 27, 2009
Balance Balance
Sheet Fair Sheet Fair
Location Value Location Value

Derivatives designated hedging instruments:
Interest rate swaps Accrued liabilities $ — Accrued liabilities $ 4,615

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

April 17, 2011

October 3, 2010

Balance

Sheet

Fair

Sheet

Fair

Location

Value

Location

Value

Derivatives designated as hedging instruments:

Interest rate swaps (Note 3)

Other current
assets

457

Accrued
liabilities

(733

)

Total derivatives

457

(733

)

Financial performance— The following is a summary of the gains or losses recognized on our interest rate swap derivative instruments (Note 9) designated as cash flow hedges(in thousands):


	Location of		Quarter						Year-to-Date
	Loss		April 17,			April 11,			April 17,		April 11,
	in Income		2011			2010			2011		2010

Gain/(loss) recognized in OCI		N/A	$	(247	)	$	(2	)	$	1,190	$	(104	)

Gain/(loss) reclassified from accumulated OCI into income	Interest expense, net		$	—		$	(1,871	)	$	—	$	(4,719	)

During 2011 and 2010, our interest rate swaps had no hedge ineffectiveness.

The following is a summary of the gains or losses recognized in income related to our derivative instruments not designated as hedging instruments(in thousands):

Amount of Gain/(Loss) Recognized in OCI
Quarter Year-to-Date
April 11, April 12, April 11, April 12,
2010 2009 2010 2009
Derivatives in cash flow hedging relationship:
Interest rate swaps (Note 10) $ 1,869 $ 1,919 $ 4,615 $ (2,434 )


	Location of	Quarter					Year-to-Date
	Loss	April 17,		April 11,			April 17,		April 11,
	in Income	2011		2010			2011		2010

Natural gas contracts	Occupancy and other	$	—	$	(40	)	$	—	$	(99	)

Location of Amount of Gain/(Loss) Recognized in Income
Gain/(Loss) Quarter Year-to-Date
Recognized in April 11, April 12, April 11, April 12,
in Income 2010 2009 2010 2009
Derivatives not designated hedging instruments:
Natural gas contracts Occupancy and other $ (40 ) $ — $ (99 ) $ (544 )

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

~~During 2010 and 2009, our interest rate swaps had no hedge ineffectiveness and no gains or losses were reclassified into net earnings.~~

6.5.

IMPAIRMENT, ~~DISPOSAL~~DISPOSITION OF PROPERTY AND EQUIPMENT, AND RESTAURANT CLOSING COSTS

Impairment— When events and circumstances indicate that our long-lived assets might be impaired and their carrying amount is greater than the undiscounted cash flows we expect to generate from such assets, 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 using ~~market place~~marketplace participant assumptions. Impairment charges were not material in any period and primarily relate to ~~the write-down of the carrying value of~~ certain excess Jack in the Box ~~restaurants we continue to operate~~property and restaurants we have closed .or plan to close. Additionally, these charges include the write-down of one underperforming Jack in the Box restaurant in the first quarter of 2010.

~~Disposal~~Disposition of property and equipment— We also recognize accelerated depreciation and other costs on the disposition of property and equipment. When we decide to dispose of a long-lived asset, depreciable lives are adjusted based on the estimated disposal date, and accelerated depreciation is recorded. Other disposal costs primarily relate to ~~gains or losses recognized upon the sale of closed restaurant properties~~charges from our ongoing re-image program and normal ~~ongoing~~ capital maintenance activities.

The following impairment and disposal costs are included in ~~selling, general~~impairment and ~~administrative expenses~~other charges, net in the accompanying condensed consolidated statements of earnings (in thousands):


					Quarter				Year-to-Date
	Year-to-Date				April 17,		April 11,		April 17,		April 11,
	April 11,		April 12,		2011		2010		2011		2010
	2010		2009
Impairment charges	$	1,503	$	4,857	$	878	$	895	$	1,167	$	1,503
Losses on the disposition of property and equipment, net	$	2,360	$	5,784	$	2,628	$	1,178	$	5,424	$	2,360

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

7.6.

INCOME TAXES

The income tax provisions reflect year-to-date effective tax rates of 34.8% in 2011 and 36.1% in ~~2010 and 39.5% in 2009.~~2010. The final annual tax rate cannot be determined until the end of the fiscal year; therefore, the actual ~~2010~~2011 rate could differ from our current estimates.

At ~~September 27, 2009,~~April 17, 2011, our gross unrecognized tax benefits associated with uncertain income tax positions were $0.6 million, which if recognized would favorably ~~affect~~impact the effective income tax rate. ~~As of April 11, 2010, the~~The gross unrecognized tax benefits ~~remained unchanged.~~

remain unchanged from the beginning of the fiscal year. It is reasonably possible that changes ~~of approximately $0.6 million~~ to the gross unrecognized tax benefits will be required within the next twelve months. These changes relate to the possible settlement of state tax ~~audits and possible favorable settlement of an appeal with the Internal Revenue Service.~~audits.

The major jurisdictions in which the Company files income tax returns include the United States and states in which we operate that impose an income tax. The federal statutes of limitations have not expired for tax years 2006 and forward. The statutes of limitations for California and Texas, which constitute the Company’s major state tax jurisdictions, have not expired for tax years 2000 and ~~2004,~~2006, respectively, and forward. Generally, the statutes of limitations for the other state jurisdictions have not expired for tax years ~~2005~~2006 and forward.

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

8.7.

RETIREMENT PLANS

Defined benefit pension plans— We sponsor a defined benefit pension plan covering substantially all full-time employees. In September 2010, the Board of Directors approved changes to this plan whereby participants will no longer accrue benefits effective December 31, 2015, and the plan was closed to new participants effective January 1, 2011. This change was accounted for as a plan “curtailment” in accordance with the authoritative guidance issued by the FASB. We also sponsor an unfunded supplemental executive retirement plan which provides certain employees additional pension benefits and which was closed to ~~any~~ new participants effective January 1, 2007. Benefits under ~~all~~both 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;~~contributory, with retiree contributions adjusted annually, and contain other cost-sharing features such as deductibles and coinsurance.

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


													Quarter						Year-to-Date
	Quarter						Year-to-Date						April 17,			April 11,			April 17,			April 11,
	April 11,			April 12,			April 11,			April 12,			2011			2010			2011			2010
	2010			2009			2010			2009
Defined benefit pension plans:
Service cost	$	2,897		$	2,233		$	6,760		$	5,209		$	2,490		$	2,897		$	5,809		$	6,760
Interest cost		4,778			4,212			11,150			9,829			4,980			4,778			11,620			11,150
Expected return on plan assets		(4,087	)		(4,035	)		(9,538	)		(9,415	)		(4,784	)		(4,087	)		(11,163	)		(9,538	)
Actuarial loss		2,575			104			6,008			243			2,266			2,575			5,289			6,008
Amortization of unrecognized prior service cost		136			192			317			448			113			136			263			317

Net periodic benefit cost	$	6,299		$	2,706		$	14,697		$	6,314		$	5,065		$	6,299		$	11,818		$	14,697


Postretirement health plans:
Postretirement healthcare plans:
Service cost	$	24		$	23		$	57		$	54		$	18		$	24		$	42		$	57
Interest cost		331			277			773			646			366			331			854			773
Actuarial loss (gains)		43			(222	)		100			(519	)
Actuarial loss														47			43			109			100
Amortization of unrecognized prior service cost		15			42			34			99			7			15			17			34

Net periodic benefit cost	$	413		$	120		$	964		$	280		$	438		$	413		$	1,022		$	964

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

9.8.

SHARE-BASED EMPLOYEE COMPENSATION

~~Compensation expense~~—We offer share-based compensation plans to attract, retain and motivate key officers, employees and non-employee directors ~~and employees~~ to work toward the financial success of the Company. In fiscal 2011, we granted share-based compensation awards in each period as follows:


	Quarter				Year-to-Date
			Weighted-				Weighted-
			Average				Average
			Grant Date				Grant Date
	Shares		Fair Value		Shares		Fair Value

Stock options		—	$	—		444,890	$	8.25
Performance-vested stock awards		—	$	—		220,343	$	21.74
Nonvested stock units		7,622	$	24.02		68,784	$	20.49

The components of share-based compensation expense recognized in each period are as follows (in thousands):


										Quarter				Year-to-Date
	Quarter				Year-to-Date					April 17,		April 11,		April 17,		April 11,
	April 11,		April 12,		April 11,		April 12,			2011		2010		2011		2010
	2010		2009		2010		2009
Stock options	$	1,667	$	1,978	$	3,743	$	5,647		$	1,174	$	1,667	$	2,686	$	3,743
Performance-based stock awards		341		223		712		(1,259	)
Performance-vested stock awards											471		341		1,209		712
Nonvested stock awards		440		160		643		395			140		440		326		643
Nonvested stock units		59		32		123		32			348		59		578		123
Deferred compensation for non-management directors		188		79		279		147			173		188		173		279

Total share-based compensation expense	$	2,695	$	2,472	$	5,500	$	4,962		$	2,306	$	2,695	$	4,972	$	5,500

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

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

April 11, September 27,
2010 2009
Unrecognized periodic benefit costs, net of tax benefits of $47,285 and $49,750, respectively $ (76,594 ) $ (80,588 )
Net unrealized losses related to cash flow hedges, net of tax benefits of $0 and $1,761, respectively — (2,854 )

Accumulated other comprehensive loss $ (76,594 ) $ (83,442 )


	April 17,			October 3,
	2011			2010

Unrecognized periodic benefit costs, net of tax benefits of $46,211 and $48,379, respectively	$	(74,824	)	$	(78,334	)
Net unrealized gains (losses) related to cash flow hedges, net of tax benefit (expense) of ($174) and $280, respectively		283			(453	)

Accumulated other comprehensive loss, net	$	(74,541	)	$	(78,787	)

~~11.~~10.

AVERAGE SHARES OUTSTANDING

Our basic earnings per share ~~calculation is~~calculations are computed based on the weighted-average number of common shares outstanding. Our diluted earnings per share ~~calculation is~~calculations are 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 and units, non-management director stock equivalents and shares issuable under our employee stock purchase plan. Performance-vested stock awards are included in the weighted-average diluted shares outstanding each period if the performance criteria have been met at the end of the respective periods.

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


	Quarter				Year-to-Date				Quarter				Year-to-Date
	April 11,		April 12,		April 11,		April 12,		April 17,		April 11,		April 17,		April 11,
	2010		2009		2010		2009		2011		2010		2011		2010
Weighted-average shares outstanding – basic		54,972		56,714		55,711		56,644

Weighted-average shares outstanding — basic										50,183		54,972		51,265		55,711
Effect of potentially dilutive securities:
Stock options		569		658		532		590		456		569		460		532
Nonvested stock awards		176		155		177		165
Nonvested stock units		2		—		—		—
Nonvested stock awards and units										214		178		210		177
Performance-vested stock awards		78		177		79		155		131		78		134		79

Weighted-average shares outstanding – diluted		55,797		57,704		56,499		57,554
Weighted-average shares outstanding — diluted										50,984		55,797		52,069		56,499


Excluded from diluted weighted-average shares outstanding:
Antidilutive		3,225		2,767		3,102		2,747		3,054		3,225		2,968		3,102
Performance conditions not satisfied at end of the period		244		115		244		138
Performance conditions not satisfied at the end of the period										366		244		366		244

In January 2011, we formed an entity, Jack in the Box Franchise Finance, LLC (“FFE”), for the purpose of operating a franchisee lending program which will provide up to $100.0 million to assist franchisees in reimaging their restaurants. We are the sole equity investor in FFE. The ~~primary entities~~$100.0 million lending program is comprised of a $20.0 million commitment from the Company in ~~which we possess~~the form of a capital note and an $80.0 million Senior Secured Revolving Securitization Facility (“FFE Facility”) entered into with a third party. The FFE Facility is a 12-month revolving loan and security agreement bearing a variable interest ~~are franchise entities,~~rate. As of April 17, 2011, we have contributed $8.0 million to FFE, $6.7 million of which ~~operate our franchised restaurants.~~has been used to assist franchisees in reimaging their restaurants, and FFE has not borrowed against its third party revolving credit facility. We ~~do not possess any ownership interests in franchise entities. We have reviewed these franchise entities and determined that we are not~~expect to make additional contributions of $5.0 — $10.0 million to FFE during the ~~primary beneficiary~~remainder of ~~the entities and therefore, these entities have not been consolidated.~~fiscal 2011.

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~~have determined that FFE is a variable interest ~~entities~~entity (“~~VIEs”~~VIE”) ~~for which we are~~and that the Company is its primary beneficiary. The primary beneficiary of a VIE is an enterprise that has a controlling financial interest in the VIE. Controlling financial interest exists when an enterprise has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. We considered a variety of factors in identifying the primary ~~beneficiary. Consolidation~~beneficiary of FFE including, but not limited to, who holds the power to direct matters that most significantly impact FFE’s economic performance (such as determining the underwriting standards and credit management policies), as well as what party has the obligation to absorb the losses of FFE. Based on these ~~funds had no impact on our~~considerations, we have determined that the Company is the primary beneficiary and have reflected the entity in the accompanying condensed consolidated ~~statements~~financial statements.

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

the Company’s general assets; rather they represent claims against the specific assets of FFE. The ~~following table reflects~~impact of FFE’s liabilities and net loss were not material to the ~~assets and liabilities of our advertising funds that were included in our~~Company’s condensed consolidated ~~balance sheet~~financial statements. The assets of FFE consisted of the following at April ~~11, 2010~~17, 2011 (in thousands):

Jack in the Box Qdoba
Cash $ — $ 156
Accounts receivable — 98
Prepaid assets 4,488 43
Other — 606

Total assets $ 4,488 $ 903

Accounts payable $ — $ 869
Accrued liabilities 10,699 34

Total liabilities $ 10,699 $ 903


Cash	$	192
Other current assets (1)		804
Other assets, net (1)		6,808

Total assets	$	7,804


(1)		Consists primarily of amounts due from franchisees and $1.0 million of deferred finance fees included in other assets, net.

The Company’s maximum exposure to loss is equal to its outstanding contributions that are expected to range from $10.0 — $20.0 million and represents estimated losses that would be incurred should all franchisees default on their loans without any consideration of recovery. To offset the credit risk associated with the Company’s variable interest in FFE, the Company holds a security interest in the assets of FFE subordinate and junior to all other obligations of FFE.

~~13.~~12.

~~CONTINGENCIES AND~~ LEGAL MATTERS

~~Legal matters~~~~– We are~~The Company is subject to normal and routine legal proceedings, including litigation. InWe have reserves for certain of these legal proceedings; however, the ~~opinion~~outcomes of such proceedings are subject to inherent uncertainties. Based on current information, including our reserves and insurance coverage, management ~~based in part on the advice of legal counsel,~~believes that the ultimate liability from all pending legal proceedings, ~~asserted legal claims~~individually and ~~known potential legal claims should~~in the aggregate, will not ~~materially affect our~~have a material adverse effect on the Company’s operating results, financial position or liquidity.

~~14.~~13.

SEGMENT REPORTING

~~We manage~~Reflecting the information currently being used in managing the Company as a two-branded restaurant operations business, ~~and as such,~~ our segments comprise results related to system restaurant operations for our Jack in the Box and Qdoba brands. This segment reporting structure reflects the Company’s current 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.

We measure and evaluate our segments based on segment earnings from operations. Summarized financial information concerning our reportable segments is shown in the following table (in thousands):


											Quarter						Year-to-Date
	Quarter					Year-to-Date					April 17,			April 11,			April 17,			April 11,
	April 11,			April 12,		April 11,			April 12,		2011			2010			2011			2010
	2010			2009		2010			2009
Revenues by segment:
Jack in the Box restaurant operations	$	403,361		$	479,166	$	934,610		$	1,124,203
Qdoba restaurant operations		35,583			31,785		81,034			71,898
Jack in the Box restaurant operations segment											$	335,318		$	403,361		$	797,649		$	934,610
Qdoba restaurant operations segment												48,455			35,583			104,155			81,034
Distribution operations		90,762			67,460		195,380			158,983		121,362			90,762			268,049			195,380

Consolidated revenues	$	529,706		$	578,411	$	1,211,024		$	1,355,084	$	505,135		$	529,706		$	1,169,853		$	1,211,024

Earnings from operations by segment:
Jack in the Box restaurant operations	$	29,311		$	51,062	$	71,245		$	101,132
Qdoba restaurant operations		1,992			1,463		4,507			4,583
Distribution operations		(153	)		585		(871	)		1,771
Jack in the Box restaurant operations segment											$	12,973		$	29,311		$	67,175		$	71,245
Qdoba restaurant operations segment												1,795			1,992			2,884			4,507
Distribution operations and other												(699	)		(153	)		(1,354	)		(871	)

Consolidated earnings from operations	$	31,150		$	53,110	$	74,881		$	107,486	$	14,069		$	31,150		$	68,705		$	74,881

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

determining which enterprise has a controlling financial interest in a variable interest entity and requires more frequent reassessments of whether an enterprise is a primary beneficiary. This guidance is effective for annual periods beginning after November 15, 2009. We are currently in the process of assessing the impact this guidance may have on our consolidated financial statements.

In December 2008, the FASB issued authoritative guidance, which expands the disclosure requirements about plan assets for pension plans, postretirement medical plans, and other funded postretirement plans. This guidance is effective for fiscal years ending after December 15, 2009. We are currently in the process of assessing the impact this guidance may have on the disclosures in our consolidated financial statements.

~~Other~~Any 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.

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

GENERAL

All comparisons between ~~2010~~2011 and ~~2009~~2010 refer to the 12-week (“quarter”) and 28-week (“year-to-date”) periods ended April ~~11, 2010~~17, 2011 and April ~~12, 2009,~~11, 2010, respectively, unless otherwise indicated.

For an understanding of the significant factors that influenced our performance during the quarterly periods ended April ~~11, 2010~~17, 2011 and April ~~12, 2009, we believe~~11, 2010, 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 and our Annual Report on Form 10-K for the fiscal year ended ~~September 27, 2009.~~October 3, 2010.

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 ~~2010~~2011 highlights.

	•		*Financial reporting*— a discussion of changes in presentation.

	•		*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 our 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 risks and uncertainties that may cause our actual results to differ materially from any forward-looking statements ~~used~~made by management.

OVERVIEW

As of April ~~11, 2010,~~17, 2011, we operated and franchised ~~2,233~~2,220 Jack in the Box quick-service restaurants (“QSR”), primarily in the western and southern United States, and ~~505~~549 Qdoba Mexican Grill (“Qdoba”) fast-casual restaurants throughout the United States.

Our primary source of revenue is from retail sales at Jack in the Box and Qdoba 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~~franchise restaurants, including royalties ~~based~~(based upon a percent of sales), rents, franchise fees and distribution sales ~~rents~~of food and ~~franchise fees.~~packaging commodities. 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, net in the accompanying condensed consolidated statements of earnings.

The QSR 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, high rates of unemployment, 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, including a complete redesign of the dining room and common areas, as well as other exterior enhancements. The second initiative is to expand franchising through new restaurant development and the sale of company-operated restaurants to franchisees, to create a business model that is less capital intensive and which we expect will generate greater free cash flows for the Company. The third strategic initiative is to improve our business model by focusing our entire organization on improving restaurant profitability and administrative efficiencies as we transition to becoming a predominantly franchised company. The fourth initiative is a growth strategy that includes opening new restaurants and increasing sales at existing restaurants.

	•		*Commodity Costs*—Pressures from higher commodity costs continue to impact our business. Overall commodity costs at our Jack in the Box restaurants increased approximately 5.0% in the quarter and ~~10.1% year-to-date. System same-store sales at Qdoba restaurants increased 3.1%~~3.4% year-to-date compared to a year ago. We expect our overall commodity costs to increase approximately 4.5-5.5% in ~~the quarter and 0.4% year-to-date.~~fiscal 2011.

	•		*~~Commodity Costs.~~New Unit Development*Pressures from higher commodity costs impacted our business in fiscal 2009. However, as expected, overall commodity costs at our Jack in the Box restaurants have moderated and decreased approximately 4.5% year-to-date. We expect our overall commodity costs to decrease approximately 1.0% in fiscal 2010. Beef costs, which represent our largest single commodity expense, are rising and are expected to increase in the low double-digits in the third and fourth quarters of fiscal 2010.

	•		*~~Restaurant Growth.~~—*We continued to grow our brands with the opening of 38 new company-operated and ~~franchised restaurants, including several~~franchise restaurants. Year-to-date, we opened 16 Jack in the Box ~~restaurants~~locations system-wide, including several in our newer ~~markets.~~markets, and 30 Qdoba locations.

	•		*Franchising ~~Program.~~Program*—We refranchised 53114 Jack in the Box restaurants, ~~year-to-date,~~ while Qdoba and Jack in the Box franchisees opened 19a total of 28 restaurants year-to-date. We ~~remain on track to achieve~~are ahead of our ~~goal~~timeline to increase ~~the percentage of~~ franchise ownership into 70-80% of the Jack in the Box system, ~~to 70-80% by~~and we were approximately 62% franchised at the end of ~~fiscal year 2013,~~the second quarter.

	•		*Share Repurchases*—Pursuant to a share repurchase program authorized by our Board of Directors, we repurchased approximately 3.5 million shares of our common stock at an average price of $21.58 per share year-to-date, including the cost of brokerage fees.

	•		*Franchise Financing Entity*—We formed an entity, Jack in the Box Franchise Finance, LLC, for the purpose of operating a franchisee lending program used primarily to assist franchisees in reimaging their restaurants. During the quarter, FFE provided $6.7 million to franchisees. The impact of this entity on the Company’s condensed consolidated financial statements as of and ~~expect to cross~~for the ~~50% mark later this year.~~period ended April 17, 2011 was not material.

FINANCIAL REPORTING

At the end of fiscal 2010, we separated impairment and other charges, net from selling, general and administrative expenses in our consolidated statements of earnings. Prior year amounts have been reclassified to conform to this new presentation.

RESULTS OF OPERATIONS

The following table ~~sets forth, unless otherwise indicated, the percentage relationship to total revenues of~~presents certain income and expense items included in our condensed consolidated statements of ~~earnings:~~earnings as a percentage of total revenues, unless otherwise indicated. Percentages may not add due to rounding.


	Quarter						Year-to-Date						Quarter						Year-to-Date
	April 11,			April 12,			April 11,			April 12,			April 17,			April 11,			April 17,			April 11,
	2010			2009			2010			2009			2011			2010			2011			2010

Statement of Earnings Data:
Revenues:
Restaurant sales		73.3	%		81.0	%		74.4	%		81.0	%
Company restaurant sales														63.6	%		73.3	%		64.8	%		74.4	%
Distribution sales		17.1	%		11.7	%		16.1	%		11.7	%		24.0	%		17.1	%		22.9	%		16.1	%
Franchised restaurant revenues		9.6	%		7.3	%		9.5	%		7.3	%

Total revenues		100.0	%		100.0	%		100.0	%		100.0	%
Franchise revenues														12.4	%		9.6	%		12.3	%		9.5	%

														100.0	%		100.0	%		100.0	%		100.0	%
Operating costs and expenses:


Operating costs and expenses, net:
Company restaurant costs:
Food and packaging (1)		31.5	%		32.2	%		31.6	%		33.2	%		33.4	%		31.5	%		32.9	%		31.6	%
Payroll and employee benefits (1)		30.2	%		30.0	%		30.4	%		30.1	%		30.5	%		30.2	%		30.7	%		30.4	%
Occupancy and other (1)		23.1	%		21.3	%		23.3	%		21.3	%		23.8	%		23.1	%		24.0	%		23.3	%

Company restaurant costs (1)		84.8	%		83.5	%		85.3	%		84.6	%
Total company restaurant costs (1)														87.7	%		84.8	%		87.5	%		85.3	%


Distribution costs of sales (1)		100.2	%		99.4	%		100.5	%		99.1	%
Franchised restaurant costs (1)		45.6	%		41.2	%		45.6	%		40.0	%
Distribution costs (1)														100.4	%		100.2	%		100.4	%		100.5	%
Franchise costs (1)														50.1	%		45.6	%		48.5	%		45.6	%
Selling, general and administrative expenses		11.0	%		11.6	%		10.9	%		11.6	%		10.4	%		10.3	%		10.2	%		10.4	%
Gains on the sale of company-operated restaurants, net		(0.6	%)		(3.0	%)		(1.0	%)		(2.6	%)
Impairment and other charges, net														0.9	%		0.7	%		0.7	%		0.5	%
Gains on the sale of company-operated restaurants														(0.2	%)		(0.6	%)		(2.5	%)		(1.0	%)
Earnings from operations		5.9	%		9.2	%		6.2	%		7.9	%		2.8	%		5.9	%		5.9	%		6.2	%

Income tax rate (2)		35.2	%		39.0	%		36.1	%		39.5	%		32.8	%		35.2	%		34.8	%		36.1	%

The following table summarizes the year-to-date changes in the number of Jack in the Box and Qdoba company-operated and ~~franchised~~franchise restaurants:


	April 11, 2010									April 12, 2009									April 17, 2011									April 11, 2010
	Company			Franchised			Total			Company			Franchised			Total			Company			Franchise			Total			Company			Franchise			Total

Jack in the Box:
Beginning of period		1,190			1,022			2,212			1,346			812			2,158			956			1,250			2,206			1,190			1,022			2,212
New		16			12			28			26			8			34			7			9			16			16			12			28
Refranchised		(53	)		53			—			(75	)		75			—			(114	)		114			—			(53	)		53			—
Acquired by the Company		1			(1	)		—			—			—			—
Acquired from franchisees																				—			—			—			1			(1	)		—
Closed		(1	)		(6	)		(7	)		(5	)		(1	)		(6	)		(1	)		(1	)		(2	)		(1	)		(6	)		(7	)

End of period		1,153			1,080			2,233			1,292			894			2,186			848			1,372			2,220			1,153			1,080			2,233

% of system		52	%		48	%		100	%		59	%		41	%		100	%		38	%		62	%		100	%		52	%		48	%		100	%
Qdoba:
Beginning of period		157			353			510			111			343			454			188			337			525			157			353			510
New		3			7			10			9			23			32			11			19			30			3			7			10
Acquired by the Company		—			—			—			22			(22	)		—
Acquired from franchisees																				22			(22	)		—			—			—			—
Closed		—			(15	)		(15	)		—			(2	)		(2	)		—			(6	)		(6	)		—			(15	)		(15	)

End of period		160			345			505			142			342			484			221			328			549			160			345			505

% of system		32	%		68	%		100	%		29	%		71	%		100	%		40	%		60	%		100	%		32	%		68	%		100	%
Consolidated:

Total system		1,313			1,425			2,738			1,434			1,236			2,670			1,069			1,700			2,769			1,313			1,425			2,738

% of system		48	%		52	%		100	%		54	%		46	%		100	%		39	%		61	%		100	%		48	%		52	%		100	%

year-to-date increases in the number of ~~franchised~~ restaurants sold to and developed by franchisees resulted in higher revenues from initial franchise fees. These increases were partially offset by an increase in ~~part by~~re-image contributions to franchisees, which are recorded as a ~~decrease in PSA sales at Jack in the Box franchised restaurants.~~reduction of franchise revenues. The following table reflects the detail of our ~~franchised restaurant~~franchise revenues in each period and other information we believe is useful in analyzing the change in franchise revenues (~~dollars~~ in thousands):


	Quarter						Year-to-Date						Quarter						Year-to-Date
	April 11,			April 12,			April 11,			April 12,			April 17,			April 11,			April 17,			April 11,
	2010			2009			2010			2009			2011			2010			2011			2010

Royalties	$	20,352		$	17,980		$	46,386		$	41,447		$	25,120		$	20,352		$	56,345		$	46,386
Rents		28,190			22,537			65,046			53,928			36,643			28,190			82,726			65,046
Re-image contributions to franchisees		(95	)		(445	)		(650	)		(1,495	)		(1,435	)		(95	)		(2,715	)		(650	)
Fees and other		2,196			2,553			4,467			5,246
Franchise fees and other														2,203			2,196			7,296			4,467

Total franchised restaurant revenues	$	50,643		$	42,625		$	115,249		$	99,126
Franchise revenues													$	62,531		$	50,643		$	143,652		$	115,249

Average number of franchised restaurants		1,401			1,190			1,389			1,170
Increase (decrease) in Jack in the Box franchise-operated same-store sales														(0.3	%)		(7.3	%)		0.4	%		(9.4	%)

Royalties as a percentage of estimated franchised restaurant sales
Royalties as a percentage of estimated franchise restaurant sales:
Jack in the Box		5.3	%		5.3	%		5.3	%		5.2	%		5.3	%		5.3	%		5.3	%		5.3	%
Qdoba		5.0	%		5.0	%		5.0	%		5.0	%		5.0	%		5.0	%		5.0	%		5.0	%

Operating Costs and Expenses

Food and packaging costs ~~decreased~~increased to ~~31.5%~~33.4% of company restaurant sales in the quarter and ~~31.6%~~32.9% year-to-date from ~~32.2%~~31.5% and ~~33.2%~~31.6%, respectively, a year ~~ago due primarily to lower~~ago. Overall commodity costs at our ~~margin-improvement initiatives~~Jack in the Box restaurants increased approximately 5.0% in the quarter and 3.4% year-to-date, driven by higher costs for beef, cheese, pork, dairy, shortening and produce, partially offset by lower costs for poultry and bakery. Additionally, the unfavorable impact of product mix and promotions was partially offset by the benefit of selling price increases. Year-to-date, these benefits were partially offset by unfavorable product mix and promotions. The decrease in commodity costs primarily consisted of potatoes, poultry and shortening offset by higher ~~produce and pork costs in the quarter. Year-to-date declines in beef, cheese and shortening costs contributed to the lower rate.~~prices.

Payroll and employee benefit costs were 30.5% of company restaurant sales in the quarter and 30.7% year-to-date, compared to 30.2% and 30.4%, respectively, in 2010, reflecting higher levels of ~~restaurant sales, respectively, compared~~staffing designed to ~~30.0% and 30.1%~~improve the guest experience. In addition, increases in ~~2009, reflecting the impact of same-store sales decreases~~unemployment taxes in several states in which ~~more than offset the benefits derived from our labor productivity initiatives.~~we operate negatively impacted these costs.

Occupancy and other costs were ~~23.1%~~23.8% of company restaurant sales in the quarter and ~~23.3%~~24.0% year-to-date compared with ~~21.3%~~23.1% and 23.3%, respectively, last year. The higher percentage in ~~both periods a year ago~~2011 primarily ~~relating~~relates to ~~sales deleverage~~guest service initiatives and higher ~~depreciation~~rent expense as a percentage of sales resulting from ~~the ongoing re-image program at Jack in the Box, which~~a greater proportion of company-operated Qdoba restaurants compared with last year. These increases were partially offset by lower utilities ~~expense and managed costs~~.expense.

Distribution costs ~~of sales~~ increased ~~$23.9~~$30.9 million in the quarter and ~~$38.7~~$72.9 million ~~respectively, from last year~~year-to-date, primarily reflecting an increase in the related sales. AsIn the quarter, these costs were 100.4% of distribution sales in 2011 compared with 100.2% a year ago primarily reflecting lower PSA volumes. Year-to-date, these costs remained fairly consistent as a percentage of ~~distribution~~the related sales ~~these costs increased~~decreasing slightly to ~~100.2% in the quarter and~~100.4% from 100.5% ~~year-to-date compared with 99.4% and 99.1%, respectively, a year ago due primarily to deleverage from lower PSA sales at Jack in the Box franchised restaurants.~~last year.

~~Franchised restaurant~~Franchise costs, principally rents and depreciation on properties leased to Jack in the Box franchisees, increased ~~$5.5~~$8.2 million to 50.1% of the related revenues in the quarter and ~~$12.8~~$17.2 million to 48.5% year-to-date, from 45.6% of the related revenues in each period a year ~~ago,~~ago. The percentage increase is primarily due ~~primarily~~ to ~~an increase in the number of franchised restaurants that sublease property from us~~higher depreciation and rent expense as a ~~result~~greater proportion of ~~our refranchising activities. As a percentage~~properties are leased to franchisees and the impact of ~~franchised restaurant revenues, franchised restaurant costs increased to 45.6% in the quarter and~~higher re-image contributions, which were partially offset year-to-date by leverage from ~~41.2% and 40.0%, respectively, a year ago due primarily to the sales and revenue deleverage against fixed rental expense at franchised restaurants.~~higher franchise fee revenue.

~~Advertising~~Our refranchising strategy has resulted in a decrease in the number of company-operated restaurants and the related overhead expenses to manage and support those restaurants. As such, advertising costs, which are primarily contributions to our marketing fund ~~which are~~ determined as a percentage of restaurant sales, decreased ~~reflecting our refranchising strategy and lower same-store sales~~ at Jack in the Box ~~company-operated restaurants. Facility charges, which include impairment charges, accelerated depreciation~~ and other costs related to the disposition of property and equipment, decreased primarily due to the impairment of fewer underperforming restaurants and the substantial completion of our Jack in the Box exterior re-image enhancements at the end of last fiscal year. In the quarter, the decrease waswere partially offset by ~~impairment~~higher advertising expense at Qdoba due to sales growth and ~~other costs related to~~timing. The increase in our incentive compensation accruals in 2011 reflects the ~~closure of two franchised restaurants.~~expected improvement in the Company’s results compared with performance goals. Changes in the cash surrender value of our ~~COLI~~company-owned life insurance (“COLI”) policies, net of changes in our non-qualified deferred compensation obligation supported by these policies are subject to market ~~fluctuations. The~~fluctuations and positively impacted SG&A by $1.3 million in the quarter and $4.4 million year-to-date ~~market adjustments of the investments were a~~compared to $0.7 million and $2.8 million, ~~benefit in 2010 and~~respectively, a ~~$3.9 million reduction in 2009.~~year ago. The ~~increase~~decrease in pension and postretirement benefits expense principally relates to changes to the Company’s pension plan whereby participants will no longer accrue benefits after December 31, 2015. The increase in Qdoba costs is primarily due to higher pre-opening expenses and overhead to support our growing company-operated restaurant base.

Interest Expense, Net

Interest expense, ~~decreased $0.9 million and $3.3 million, respectively, compared with last year due primarily to lower average borrowings and interest rates compared to a year ago.~~net is comprised of the following (in thousands):

~~Interest Income~~


	Quarter						Year-to-Date
	April 17,			April 11,			April 17,			April 11,
	2011			2010			2011			2010

Interest expense	$	4,204		$	4,125		$	9,151		$	9,897
Interest income		(259	)		(252	)		(595	)		(589	)

Interest expense, net	$	3,945		$	3,873		$	8,556		$	9,308

Interest ~~income~~expense, net increased slightly in the quarter and decreased ~~$0.2~~$0.7 million ~~and $0.3 million, respectively,~~year-to-date compared with last year primarily reflecting lower average ~~notes receivable outstanding from franchisees.~~interest rates and borrowings compared to a year ago, offset in the quarter by interest expense incurred in connection with FFE.

Income Taxes

The ~~income tax provisions reflect effective tax rates of 36.1% in 2010 and 39.5% in 2009. The lower~~ tax rate ~~is largely attributable~~decreased to 32.8% in the quarter and 34.8% year-to-date, compared with 35.2% and 36.1%, respectively, in 2010. The decreases are due primarily to the impact of the 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 included in taxable income. We expect the fiscal year tax rate to be approximately ~~36-37%~~35%. 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.

Net Earnings

Net earnings were $6.8 million, or $0.13 per diluted share, in the quarter compared with $17.7 million, or $0.32 per diluted share, a year ago. Year-to-date, net earnings were $39.2 million, or $0.75 per diluted share, compared with $41.9 million, or $0.74 per diluted share, a year ago.

LIQUIDITY AND CAPITAL RESOURCES

~~General.~~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 and restaurant renovations;

	•		income tax payments;

	•		debt service requirements; and

	•		obligations related to our ~~employee~~ 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~~which results in a working capital deficit.

Cash and cash equivalents ~~decreased $40.5~~increased $4.1 million to ~~$12.5~~$14.7 million at the end of the quarter from ~~$53.0~~$10.6 million at the beginning of the fiscal year. This ~~decrease~~increase is primarily due to ~~repurchases of common stock, property and equipment expenditures and net repayments under our credit facility. These uses of cash were offset in part by~~ cash flows provided by operating activities, ~~and~~ proceeds and collections of notes receivable from the sale of restaurants to ~~franchisees.~~franchisees, and borrowings under our revolving credit facility, offset in part by cash used to repurchase common stock, purchase property and equipment and acquire Qdoba franchise-operated restaurants. We generally reinvest available cash flows from operations to improve our restaurant facilities and develop new ~~restaurants or enhance existing~~ restaurants, to reduce debt and to repurchase shares of our common stock.

1920

Sale of Company-Operated Restaurants —. We ~~continue~~have continued to expand franchise ownership in the Jack in the Box system primarily through the sale of company-operated restaurants to franchisees. The following table details proceeds received in connection with our refranchising activities(dollars in thousands):


	Year-to-Date
	April 17,		April 11,
	2011		2010

Number of restaurants sold to franchisees		114		53

Cash	$	49,588	$	19,093
Notes receivable		—		2,730

Total proceeds	$	49,588	$	21,823


Average proceeds	$	435	$	412

In ~~2010,~~certain instances, we ~~generated cash proceeds and~~may provide financing to facilitate the closing of certain transactions. As of April 17, 2011, the notes receivable ~~of $21.8 million from the sale of 53 restaurants compared with $49.0 million from the sale of 75 restaurants in 2009. Sales proceeds include financing~~balance related to ~~certain transactions~~prior year refranchisings was $10.9 million, $4.3 million of ~~$2.7 million in 2010 and $8.6 million 2009. In~~which is expected to be fully repaid by the end of the fiscal ~~year 2010, we~~year. We expect total proceeds of $85-$95 million from the sale of ~~approximately 200 company-operated~~175-225 Jack in the Box restaurants ~~to franchisees.~~in 2011.

Acquisition of Franchise-Operated ~~Restaurants.~~Restaurants —In ~~the first quarter of 2009,~~2011, we acquired 2220 Qdoba franchise-operated restaurants in the Indianapolis market and two in Northern Florida for approximately ~~$6.8 million, net of cash received.~~$21.5 million. The ~~total~~ purchase price was allocated primarily to goodwill, property and equipment ~~goodwill~~ and ~~other income. The restaurants acquired are located in Michigan~~reacquired franchise rights. For additional information, refer to Note 2,Summary of Refranchisings, Franchisee Development and ~~Los Angeles, which we believe provide good long-term growth potential consistent with our strategic goals.~~Acquisitions, of the notes to the condensed consolidated financial statements.

Financing Activities.Cash used in financing activities ~~increased $16.7~~decreased $8.2 million compared with a year ago primarily attributable to ~~cash used~~lower principal repayments on debt and an increase in ~~2010 to purchase of common stock and repay~~ borrowings under our ~~term loan.~~revolving credit facility, offset in part by the change in our book overdraft related to the timing of working capital receipts and disbursements and an increase in cash used to repurchase shares of the Company’s common stock.

~~Financing.~~Credit Facility —Our credit facility is comprised of (i) a ~~$150.0~~$400.0 million revolving credit facility ~~maturing on December 15, 2011~~ and (ii) a $200.0 million term loan maturing on ~~December 15, 2012,~~June 29, 2015, initially both ~~bearing interest at the~~with London Interbank Offered Rate (“LIBOR”) plus ~~1.125%~~2.50%.As part of the credit agreement, we may also 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~~We may make voluntary prepayments of 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. At April 11, 2010, we had $20.0 million in borrowingsloans under the revolving credit facility ~~$369.8 million outstanding under the~~and term loan at any time without premium or penalty. Specific events, such as asset sales, certain issuances of debt and ~~letters of credit outstanding of $37.9 million.~~insurance and condemnation recoveries, may trigger a mandatory prepayment.

~~Covenants~~. We are subject to a number of customary covenants under our credit facility, including limitations on additional borrowings, acquisitions, loans to franchisees, capital expenditures, lease commitments, stock repurchases, ~~and~~ dividend payments and requirements to maintain certain financial ratios. ~~Following the end~~We were in compliance with all covenants as of ~~each fiscal year,~~April 17, 2011.

At April 17, 2011, we ~~may be required to prepay~~had $192.5 million outstanding under the term ~~debt~~loan, borrowings under the revolving credit facility of $207.0 million and letters of credit outstanding of $35.8 million.

Franchise Financing Entity Facility —FFE has a $100.0 million lending program comprised of a $20.0 million commitment from the Company in the form of a capital note and an $80.0 million Senior Secured Revolving Securitization Facility (“FFE Facility”) entered into with a ~~portion~~third party. The FFE Facility is a 12-month revolving loan and security agreement bearing a variable interest rate. As of ~~our excess cash flows for such fiscal year, as defined~~April 17, 2011, we have contributed $8.0 million to FFE, $6.7 million of which has been used to assist franchisees in ~~the~~reimaging their restaurants, and FFE has not borrowed against its third party revolving credit agreement. Other events and transactions, such as certain asset sales, may also trigger an additional mandatory prepayment. In connection with the sale of Quick Stuff in 2009, we made a term loan prepayment of $21.0 million in February 2010 in accordance with the terms of the credit agreement, which was applied to the remaining scheduled principal installments on a pro-rata basis.facility.

Interest Rate ~~Swaps.~~Swaps —To reduce our exposure to rising interest rates under our credit facility, we consider interest rate swaps. In August 2010, we entered into two forward looking swaps that will effectively convert $100.0 million of our variable rate term loan to a fixed-rate basis beginning September 2011 through September 2014. Based on the term loan applicable margin of 2.50% as of April 17, 2011, these agreements would have an average pay rate of 1.54%, yielding an “all-in” fixed rate of 4.04%. From March 2007 to April 2010, we held two interest rate swaps that

effectively converted $200.0 million of our variable rate term loan borrowings to a ~~fixed-rate. These agreements, which expired April 1, 2010, were designated as cash flow hedges with effectiveness assessed on changes in the present value~~fixed-rate basis. For additional information related to our interest rate swaps, refer to Note 4,Derivative Instruments, of the ~~term loan interest payments. There was no hedge ineffectiveness in 2010 or 2009.~~notes to the condensed consolidated financial statements.

Repurchases of Common ~~Stock.~~Stock —In November ~~2007,~~2010, the Board of Directors approved a program to repurchase up to ~~$200.0~~$100.0 million in shares of our common stock ~~over three years~~ expiring November ~~9, 2010.~~2011. During ~~2010,~~2011, we repurchased ~~2.6~~approximately 3.5 million shares at an aggregate cost of ~~$50.0~~$75.0 million. As of April ~~11, 2010,~~17, 2011, the aggregate remaining amount authorized ~~and available under our credit agreement~~ for repurchase was ~~$47.4~~$25.0 million.

~~Issuance~~ In May 2011, the Board of ~~Common Stock.~~~~Proceeds from the issuance~~Directors authorized a new program to repurchase up to $100.0 million in shares of our common stock increased $0.3 million in 2010 reflecting an increase in the exercise of employee stock options compared with 2009, which also resulted in a corresponding increase 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.expiring November 2012.

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 that require management’s most subjective and complex judgments. Information regarding our other significant accounting estimates and policies ~~are~~is disclosed in Note 1 of our most recent Annual Report on Form 10-K filed with the SEC.

~~Share-based Compensation~~—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. Share-based compensation cost for our stock option grants 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 period.

~~Retirement Benefits~~— Our defined benefit and other postretirement plans’ costs and liabilities are determined using several statistical and other factors, which attempt to anticipate future events, including assumptions about the discount rate and expected return on plan assets. Our discount rate is set annually by us, with assistance from our actuaries, and is determined by considering the average of pension yield curves constructed of a population of high-quality bonds with a Moody’s or Standard and Poor’s rating of “AA” or better meeting certain other criteria. As of September 27, 2009, our discount rate was 6.16% for our defined benefit and postretirement benefit plans. Our expected long-term rate of return on assets is determined taking into consideration our projected asset allocation and economic forecasts prepared with the assistance of our actuarial consultants. As of September 27, 2009, our assumed expected long-term rate of return was 7.75% for our qualified defined benefit plan. 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. A hypothetical 25 basis point reduction in the assumed discount rate and expected long-term rate of return on plan assets would have resulted in an estimated increase of $2.4 million and $4.7 million, respectively, in our fiscal 2010 pension expense.

~~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 generally includes a restaurant-level analysis, except when we are actively selling a group of restaurants, in which case we perform our impairment evaluations at the group level. Impairment evaluations for individual restaurants take into consideration a restaurant’s operating cash flows, the period of time since a restaurant has been opened or remodeled, refranchising expectations and the maturity of the related market. Impairment evaluations for a group of restaurants take into consideration the group’s expected future cash flows and sales proceeds from bids received, if any, or fair market value based on, among other considerations, the specific sales and cash flows of those restaurants. If the assets of a restaurant or group of restaurants subject to our impairment evaluation are not recoverable based upon the forecasted, undiscounted cash flows, we recognize an impairment loss byas the amount by which the carrying value of the assets exceeds fair value. Our estimates of cash flows used to assess impairment are subject to a high degree of judgment and may differ from actual cash flows due to, among other things, economic conditions or changes in operating performance.

Retirement Benefits— Our defined benefit and other postretirement plans’ costs and liabilities are determined using several statistical and other factors, which attempt to anticipate future events, including assumptions about the discount rate and expected return on plan assets. We determine and set our discount rate annually, with assistance from our actuaries, by considering the average of pension yield curves constructed of a population of high-quality bonds with a Moody’s or Standard and Poor’s rating of “AA” or better meeting certain other criteria. As of October 3, 2010, our discount rate was 5.82% for our defined benefit and postretirement benefit plans. Our expected long-term rate of return on assets is determined taking into consideration our projected asset allocation and economic forecasts prepared with the assistance of our actuarial consultants. As of October 3, 2010, our assumed expected long-term rate of return was 7.75% for our qualified defined benefit plan. 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. A hypothetical 25 basis point reduction in the assumed discount rate and expected long-term rate of return on plan assets would have resulted in an estimated increase of $2.7 million and $0.7 million, respectively, in our fiscal 2011 pension and postretirement plan expense. We expect our pension and postretirement expense to decrease in fiscal 2011 principally due to the curtailment of our qualified plan, which will be partially offset by a decrease in our discount rate from 6.16% to 5.82%.

Self Insurance— We are self-insured for a portion of our losses related to workers’ compensation, general liability, automotive and health benefits. 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.

Restaurant Closing Costs— Restaurant closing costs consist of net future lease commitments and expected ancillary costs. We record a liability for the net present value of any remaining lease obligations, less estimated sublease income, at the date we cease using a property. Subsequent adjustments to the liability as a result of changes in estimates of sublease income or lease cancellations are recorded in the period incurred. The estimates we make related to sublease income are subject to a high degree of judgment and may differ from actual sublease income due to changes in economic conditions, desirability of the sites and other factors.

Share-based Compensation—We offer share-based compensation plans to attract, retain and motivate key officers, employees and non-employee directors to work toward the financial success of the Company. Share-based compensation cost for our stock option grants 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 period.

Goodwill and Other Intangibles— We also evaluate goodwill and non-amortizable 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 ~~2009,~~2010, we reviewed the carrying value of our goodwill and indefinite life intangible assets and determined that no impairment existed as of ~~September 27, 2009.~~

~~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.October 3, 2010.

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 June 2009, the FASB issued authoritative guidance for consolidation, which changes the approach for determining which enterprise has a controlling financial interest in variable interest entity and requires more frequent reassessments of whether an enterprise is a primary beneficiary. This guidance is effective for annual periods beginning after November 15, 2009. We are currently in the process of assessing the impact this guidance may have on our consolidated financial statements.

In December 2008, the FASB issued authoritative guidance which expands the disclosure requirements about plan assets for pension plans, postretirement medical plans, and other funded postretirement plans. This guidance is effective for fiscal years ending after December 15, 2009. We are currently in the process of assessing the impact this guidance may have on the disclosures in our consolidated financial statements.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the federal securities ~~law.~~laws. Forward-looking statements use such words as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “goals,” “guidance,” “intend,” “plan,” “project,” “may,” “will,” ~~“would,”~~“would” and similar expressions. 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. All forward-looking statements are made only as of the date issued. The estimates and assumptions underlying those forward-looking statements can and do change. We do not undertake any obligation to update any forward-looking statements. We caution the reader that the following important factors and the important factors described in the “Discussion of Critical Accounting Estimates,” and in other sections in this Form 10-Q and in our Annual Report on Form 10-K and other Securities and Exchange Commission filings, could cause our results to vary materially from those expressed in any 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.

While there are reports pointing toward U.S. economic recovery, many of our largest markets continue to experience adverse economic conditions, including higher levels of unemployment, lower levels of consumer confidence and decreased consumer spending. Regional economic conditions that fail to improve could reduce traffic in our restaurants and impose practical limits on pricing, resulting in a negative impact on sales and profitability. If unstable economic conditions persist for an extended period of time, consumers may make long-lasting changes to their spending behavior.

Costs may exceed projections, including costs for food ingredients, labor (including increases in minimum wage, workers compensation, healthcare and other insurance), fuel, utilities, real estate, insurance, equipment, technology, and construction of new and remodeled restaurants. Inflationary pressures affecting the cost of commodities may adversely affect our food costs and our operating margins. We are currently assessing the potential costs of new federal healthcare legislation. Because a significant number of our restaurants are company-operated, we may have greater exposure to operating cost issues than chains that are more heavily franchised.

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.

statement:

2324

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

•		Food service businesses such as ours may be materially and adversely affected by changes in national and regional political and economic conditions. Unstable economic conditions, including inflation, lower levels of consumer confidence, low levels of employment, decreased consumer spending and changes in discretionary spending priorities may adversely impact our sales, operating results and profits.

•		Costs may exceed projections, including costs for food ingredients, labor (including increases in minimum wage, workers’ compensation, healthcare and other insurance), fuel, utilities, real estate, insurance, equipment, technology and construction of new and remodeled restaurants. Inflationary pressures affecting the cost of commodities may adversely affect our food costs and our operating margins. Because a significant number of our restaurants are company-operated, we may have greater exposure to operating cost issues than if we were more heavily franchised.

•		Regulatory changes, such as the federal healthcare legislation or possible changes to labor or other laws and regulations, could result in increased operating costs.

•		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 new facilities will be profitable. Development delays, 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, customer service initiatives, 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. Such increased competition could decrease the demand for our products and negatively affect our sales and profitability. Moreover, there can be no assurance of the success of any new products, initiatives or overall strategies that we choose to pursue.

•		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 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 rents and royalties at franchise restaurants will increase, as well as the risk that revenues could be negatively impacted by defaults in payment of rents and royalties.

•		Franchisee business obligations may not be limited to the operation of Jack in the Box or Qdoba restaurants, making them subject to business and financial risks unrelated to the operation of their restaurants. These unrelated risks could adversely affect a franchisee’s ability to make full or timely payments to us.

•		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.

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; 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.

•		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 environment, 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, political conditions such as terrorist activity or the effects of war, other significant events (particularly in California and Texas where nearly 70% of our Jack in the Box system restaurants are located), new legislation, governmental regulation, 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.

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 ~~11, 2010,~~17, 2011, we had no such contracts in place.

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~~Chief Executive Officer and ~~principal financial officer,~~Chief 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~~Chief Executive Officer and ~~principal financial officer~~Chief 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 significant 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~~the Company’s 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 legal proceedings, including litigation. InWe have reserves for certain of these legal proceedings; however, the ~~opinion~~outcomes of such proceedings are subject to inherent uncertainties. Based on current information, including our reserves and insurance coverage, management ~~based in part on the advice of legal counsel,~~believes that the ultimate liability from all pending legal proceedings, ~~asserted legal claims~~individually and ~~known potential legal claims should~~in the aggregate, will not ~~materially affect our~~have a material adverse effect on the Company’s operating results, financial position ~~and~~or liquidity.

ITEM 1A.RISK FACTORS

You should consider the risks and uncertainties described under Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended ~~September 27, 2009,~~October 3, 2010, which we filed with the SEC on November ~~20, 2009,~~24, 2010, together with the risks and uncertainties discussed under the heading “Cautionary Statements Regarding Forward-Looking Statements” in Item 2 of this Quarterly Report on Form 10-Q when evaluating our business and our prospects. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks or uncertainties actually ~~occur,~~occurs, our business and financial results could be harmed. In that case, the market price of our common stock could decline. You should also refer to the other information set forth in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended ~~September 27, 2009,~~October 3, 2010, including our financial statements and the related notes.

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

Our credit agreement provides for $500.0 million for the potential payment of cash dividends and stock repurchases, subject to certain limitations based on our leverage ratio as defined in our credit agreement. As of April 17, 2011, the aggregate remaining amount authorized and available under our credit agreement was $378.0 million.

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~~and do not anticipate paying ~~any~~ dividends in the foreseeable future. ~~Our credit agreement provides for $50.0 million for the potential payment of cash dividends.~~

Stock Repurchases.In November ~~2007,~~2010, the Board of Directors approved a program to repurchase up to ~~$200.0~~$100.0 million in shares of our common stock ~~over three years~~ expiring November ~~9, 2010.~~2011. As of April ~~11, 2010,~~17, 2011, the aggregate remaining amount authorized ~~and available under our credit agreement~~ for repurchase was ~~$47.4~~$25.0 million. The following table summarizes shares repurchased pursuant to this program during the quarter ended April ~~11, 2010:~~17, 2011:

(c)
Total number
of shares (d)
(a) (b) purchased as Maximum dollar
Total number Average part of publicly value that may yet
of shares price paid announced be purchased under
purchased per share programs these programs

January 18, 2010 - February 14, 2010 — — — $ 57,429,056
February 15, 2010 - March 14, 2010 463,622 $ 21.54 463,622 $ 47,429,065
March 15, 2010 - April 11, 2010 — — — $ 47,429,065

Total 463,622 $ 21.54 463,622


					(c)
					Total number
					of shares		(d)
	(a)		(b)		purchased as		Maximum dollar
	Total number		Average		part of publicly		value that may yet
	of shares		price paid		announced		be purchased under
	purchased		per share		programs		these programs
							$	50,000,012
January 24, 2011 - February 20, 2011		—		—		—	$	50,000,012
February 21, 2011 - March 20, 2011		696,800	$	22.19		696,800	$	34,523,720
March 21, 2011 - April 17, 2011		427,712	$	22.24		427,712	$	25,000,022

Total		1,124,512	$	22.21		1,124,512

~~ITEM 5.OTHER INFORMATION~~

~~Our Annual Meeting~~ In May 2011, the Board of ~~Stockholders was held February 10, 2010, at which the following matters were voted as indicated:~~

Broker
For Withheld Abstain Non-Votes

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 46,471,558 666,124 — 6,509,154
David L. Goebel 46,564,090 573,592 — 6,509,154
Murray H. Hutchison 46,178,973 958,709 — 6,509,154
Linda A. Lang 46,127,670 1,010,012 — 6,509,154
Michael W. Murphy 46,567,573 570,109 — 6,509,154
David M. Tehle 46,911,167 226,515 — 6,509,154
Winifred M. Webb 46,910,532 227,150 — 6,509,154

Broker
For Against Abstain Non-Votes

2. Amendment and restatement of the 2004 stock incentive plan 42,631,900 4,463,494 42,288 6,509,154

3. Ratification of appointment of KPMG LLP as independent registered public accountants 52,830,652 697,139 119,045 —

4. Stockholder proposal relating to animal welfare 1,833,972 30,337,451 14,966,259 6,509,154
Directors authorized a new program to repurchase up to $100.0 million in shares of our common stock expiring November 2012.

2627

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.~~10-K for the fiscal year ended October 3, 1999.

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~~8-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 May 11, 2010.

~~10.16~~10.15(a)		~~Amended and Restated 2004 Stock Incentive Plan~~Memorandum of Understanding clarifying date of employment with Qdoba Restaurant Corporation, which is incorporated herein by reference from the registrant’s Quarterly Report on Form 10-Q for the quarter ended January 23, 2011.

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.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document


*		In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”


		~~Page~~
~~PART I — FINANCIAL INFORMATION~~
			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.~~Operations		15

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	24

~~Item 4. Controls and Procedures~~		25

~~PART II — OTHER INFORMATION~~	26

Item ~~1. Legal Proceedings~~4.		Controls and Procedures	25	26

~~Item 1A. Risk Factors~~		25
PART II — OTHER INFORMATION

Item 1.		Legal Proceedings		27

Item 1A.		Risk Factors		27

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	25	27

Item ~~5. Other Information~~6.		Exhibits	26	28

~~Item 6. Exhibits~~		27

		Signature	27
~~EX-10.16~~29
~~EX-31.1~~
~~EX-31.2~~
~~EX-32.1~~
~~EX-32.2~~


													Quarter						Year-to-Date
	Quarter						Year-to-Date						April 17,			April 11,			April 17,			April 11,
	April 11,			April 12,			April 11,			April 12,			2011			2010			2011			2010
	2010			2009			2010			2009
Balance at beginning of period	$	4,358		$	4,800		$	4,234		$	4,712		$	23,938		$	4,358		$	25,020		$	4,234
Additions and adjustments		1,204			2			1,624			479			(21	)		1,204			784			1,624
Cash payments		(332	)		(298	)		(628	)		(687	)		(1,754	)		(332	)		(3,641	)		(628	)

Balance at end of period	$	5,230		$	4,504		$	5,230		$	4,504		$	22,163		$	5,230		$	22,163		$	5,230


	Defined Benefit		Postretirement
	Pension Plans		Health Plans(1)
Net contributions during the twenty-eight weeks ended April 11, 2010	$	10,200	$	1,624
Remaining estimated net contributions during fiscal 2010	$	14,800	$	300


	Defined Benefit		Postretirement
	Pension Plans		Healthcare Plans

Net year-to-date contributions	$	1,560	$	912
Remaining estimated net contributions during fiscal 2011	$	1,400	$	300


					Year-to-Date
	Year-to-Date				April 17,		April 11,
	April 11,		April 12,		2011		2010
	2010		2009
Cash paid during the year for:
Interest, net of amounts capitalized	$	12,299	$	17,614	$	7,068	$	12,299
Income tax payments	$	46,305	$	35,084	$	22,601	$	46,305


	Amount of Gain/(Loss) Recognized in OCI
	Quarter				Year-to-Date
	April 11,		April 12,		April 11,		April 12,
	2010		2009		2010		2009
Derivatives in cash flow hedging relationship:
Interest rate swaps (Note 10)	$	1,869	$	1,919	$	4,615	$	(2,434	)


	Location of	Amount of Gain/(Loss) Recognized in Income
	Gain/(Loss)	Quarter					Year-to-Date
	Recognized in	April 11,			April 12,		April 11,			April 12,
	in Income	2010			2009		2010			2009
Derivatives not designated hedging instruments:
Natural gas contracts	Occupancy and other	$	(40	)	$	—	$	(99	)	$	(544	)


~~(1)~~		~~Net~~We will continue to evaluate contributions to our defined benefit pension plans based on changes in pension assets as a result of ~~Medicare Part D subsidy.~~asset performance in the current market and economic environment.


(1)		As a percentage of the related sales and/or revenues.

(2)		As a percentage of earnings ~~from continuing operations and~~ before income taxes.


	Quarter			Year-to-Date
Reduction in the average number of Jack in the Box company-operated restaurants	$	(101,100	)	$	(209,000	)
Jack in the Box per-store average (“PSA”) sales increase		21,200			44,400
Qdoba		12,800			22,400

Total decrease in restaurant sales	$	(67,100	)	$	(142,200	)


	Quarter			Year-to-Date
Increase in transactions		0.1	%		0.7	%
Average check growth (1)		0.7	%		0.5	%


(1)		Includes price increases of approximately 1.3% in the quarter and year-to-date compared with a year ago.


	Increase/(Decrease)						Increase/(Decrease)
	Quarter			Year-to-Date			Quarter			Year-to-Date

Advertising	$	(3,672	)	$	(9,179	)	$	(4,221	)	$	(6,734	)
Refranchising strategy and planned overhead reductions		(5,202	)		(8,801	)
Facility charges		(1,701	)		(6,127	)
Refranchising strategy								(713	)		(5,058	)
Incentive compensation		(3,306	)		(4,186	)		1,651			3,717
Cash surrender value of COLI, net		1,191			(6,669	)
Cash surrender value of COLI policies, net								(599	)		(1,613	)
Pension and postretirement benefits		3,886			9,067			(1,209	)		(2,821	)
Hurricane Ike insurance proceeds		—			(1,004	)
Qdoba general and administrative								1,642			3,056
Hurricane Ike insurance proceeds in 2010								—			1,004
Other		88			760			1,326			2,534

	$	(8,716	)	$	(26,139	)	$	(2,123	)	$	(5,915	)


							Broker
	For		Withheld		Abstain		Non-Votes

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		46,471,558		666,124		—		6,509,154
David L. Goebel		46,564,090		573,592		—		6,509,154
Murray H. Hutchison		46,178,973		958,709		—		6,509,154
Linda A. Lang		46,127,670		1,010,012		—		6,509,154
Michael W. Murphy		46,567,573		570,109		—		6,509,154
David M. Tehle		46,911,167		226,515		—		6,509,154
Winifred M. Webb		46,910,532		227,150		—		6,509,154


							Broker
	For		Against		Abstain		Non-Votes

2. Amendment and restatement of the 2004 stock incentive plan		42,631,900		4,463,494		42,288		6,509,154

3. Ratification of appointment of KPMG LLP as independent registered public accountants		52,830,652		697,139		119,045		—

4. Stockholder proposal relating to animal welfare		1,833,972		30,337,451		14,966,259		6,509,154


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