SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                  FOR THE FISCAL YEAR ENDED September 28, 2003
                                            ------------------

                          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
                                                           --------------

           Securities registered pursuant to Section 12(b) of the Act:

      Title of each class           Name of each exchange on which registered
  Common Stock, $.01 par value            New York Stock Exchange, Inc.

        Securities registered pursuant to Section 12(g) of the Act: None

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

                                  Yes X     No
                                     ---      ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                                   Yes X     No
                                      ---      ---

The  aggregate  market value of the common stock held by  non-affiliates  of the
registrant,  computed by reference to the closing price reported in the New York
Stock Exchange - Composite  Transactions as of April 13, 2003, was approximately
$470.7 million.

     Number of shares of common  stock,  $.01 par value,  outstanding  as of the
close of business December 12, 2003 - 36,306,285.


                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of the  Proxy  Statement  to be  filed  with the  Securities  and
Exchange  Commission in connection  with the 2004 Annual Meeting of Stockholders
are incorporated by reference into Part III hereof.

                                     

                              JACK IN THE BOX INC.

                                TABLE OF CONTENTS



                                     PART I
                                                                            Page
                                                                            ----
Item 1.   Business..........................................................   3

Item 2.   Properties........................................................  15

Item 3.   Legal Proceedings.................................................  16

Item 4.   Submission of Matters to a Vote of Security Holders...............  16


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
            Matters.........................................................  17

Item 6.   Selected Financial Data...........................................  18

Item 7.   Management's Discussion and Analysis of Financial Condition and
            Results of Operations...........................................  19

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk........  25

Item 8.   Financial Statements and Supplementary Data.......................  25

Item 9.   Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure............................................  25

Item 9A.  Controls and Procedures...........................................  25


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant................  26

Item 11.  Executive Compensation............................................  26

Item 12.  Security Ownership of Certain Beneficial Owners and Management....  26

Item 13.  Certain Relationships and Related Transactions....................  26

Item 14.  Principal Accounting Fees and Services............................  26


                                     PART IV

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K..  27


                                       2









                                     PART I

ITEM 1.  BUSINESS
         --------

The Company

     Overview.  Jack  in  the  Box  Inc.  (the  "Company")  owns,  operates  and
franchises  JACK IN THE BOX(R)  quick-service  hamburger  restaurants  and Qdoba
Mexican Grill(R) ("Qdoba") fast-casual restaurants. In fiscal 2003, we generated
total  revenues of $2.1 billion.  As of September 28, 2003,  the JACK IN THE BOX
system included 1,947 restaurants,  of which 1,553 were company-operated and 394
were  franchise-operated.  JACK IN THE BOX restaurants are located  primarily in
the western and southern  United States.  Based on the number of units,  JACK IN
THE BOX is the second or third largest quick-service  hamburger chain in most of
its major  markets.  As of September  28, 2003,  the Qdoba  Mexican Grill system
included  111   fast-casual   restaurants  in  22  states,   of  which  34  were
company-operated and 77 were franchise-operated.

     Background.  The  first  JACK IN THE BOX  restaurant,  which  offered  only
drive-thru  service,  opened  in 1951.  By 1968,  the JACK IN THE BOX  chain had
expanded its operations to approximately 300 restaurants.  After the Company was
purchased  in 1968 by Ralston  Purina  Company,  a major  expansion  program was
initiated in an effort to penetrate the eastern and midwestern  markets,  and by
1979  business had grown to over 1,000 units.  In 1979,  the Company  decided to
divest 232  restaurants in the east and midwest to  concentrate  its efforts and
resources in the western and southwestern markets,  which were believed to offer
the  greatest  growth and profit  potential  at that time.  In 1985,  a group of
private investors acquired the Company and, in 1987, a public offering of common
stock was completed. In 1988, the outstanding publicly-held shares were acquired
by private  investors  through a tender offer. In 1992, a  recapitalization  was
completed  that  included a public  offering of common  stock and  indebtedness.
Since that time, we have  continued to grow,  primarily  through the addition of
new  company-operated  restaurants,  and we entered new markets in the Southeast
beginning in 1999. In addition,  to  supplement  our core growth and balance the
risk  associated  with growing  solely in the highly  competitive  quick-service
hamburger  ("QSR") segment of the restaurant  industry,  on January 21, 2003, we
acquired Qdoba Restaurant Corporation,  operator and franchiser of Qdoba Mexican
Grill,  expanding  our  growth  opportunities  into the  fast-casual  restaurant
segment.

     Strategic Plan. Our business plan to transition the Company from a regional
quick-service  restaurant chain to a national  restaurant company has evolved in
the current  year to address  trends  related to the  economy,  competition  and
consumer expectations,  and include as its primary focus the re-invention of the
JACK IN THE BOX brand  during the next three to five years.  Also  comprising  a
significant  component of our business plan is our multifaceted growth strategy,
which  includes  growing  our  restaurant   base,   increasing  our  franchising
activities,  expanding our proprietary QUICK STUFF(R)  convenience store concept
and continuing to grow Qdoba.  We intend to remain flexible in our strategies to
grow the business in our pursuit of long-term increases in shareholder value.

     Operating Strategy - Brand Re-invention. We believe that brand re-invention
will clearly  differentiate  us from our  competition and make JACK IN THE BOX a
preferred  brand by  offering  customers  a better  restaurant  experience  than
typically  found in the QSR  segment  today.  Brand  re-invention  will  include
changes to the following aspects of the restaurant experience:

o    Better  Food.  We  believe  that  product   innovation  and  our  focus  on
     higher-quality  products  will  further  differentiate  our  menu  from our
     competitors,  strengthen  our brand and  increase  our  appeal to a broader
     consumer  audience.  In support of these  initiatives,  in fiscal 2003,  we
     successfully  introduced  Jack's Ultimate  SaladsTM,  a new line of premium
     entree salads and recently  launched Classics on a Roll, which includes two
     new premium  products,  our  Roasted  Turkey  Sandwich  and  Ultimate  Club
     Sandwich,  served on a  hearth-baked  roll.  We have also been  working  in
     collaboration  with  renowned  culinary  experts  to  develop  new  premium
     products  for  fiscal  year 2004 and  beyond,  including  a line of gourmet
     burgers and chicken  sandwiches.  In addition to adding new products to our
     product  line,  we have  also  undertaken  a  product  deletion  initiative
     intended  to  refocus  the menu on higher  profit  products  that  simplify
     kitchen  procedures and produce higher margins.  We are also on course with
     our new  Innovation  Center  expected to open next summer.  The  Innovation
     Center will unite research and development with product marketing and other
     key support  functions,  with the goal of bringing  its  products to market
     more rapidly.

                                       3

o    Improved  Service.  The next major  aspect of brand  re-invention  involves
     enhancements  to the quality of our service.  Our plan to enhance  customer
     service  includes  the  implementation  of  computer-based  training in our
     restaurants,  new recruiting  tools and an improved  mystery guest program,
     which  will  improve  our  ability  to assess  the  consumers'  view of the
     restaurant.  In line with these  efforts to improve guest  service,  we are
     nearing  completion of the rollout of our new point-of-sale  ("POS") system
     which  permits  credit  and debit  purchases,  resulting  in  higher  check
     averages.  Our new POS system cuts down on  transaction  processing  times,
     while providing our customers with more convenient payment alternatives.

o    Re-Imaged Restaurants. The third important element of brand re-invention is
     the  renovation  of the  restaurant  facility.  Working  with  a  prominent
     branding  and  design  firm,  we have  developed  unique  and  proprietary,
     interior and exterior,  design schemes that will more fully incorporate our
     fictional founder "Jack", into the restaurant experience.  As the center of
     our  award-winning  advertising  campaign,  Jack has been  instrumental  in
     delivering  our  message of product  quality,  innovation  and value to our
     consumers.  We are also in the process of  designing  and  developing a new
     prototype restaurant, which will reflect these new design schemes.

     With approximately 80% of our restaurants company-owned, we believe that we
are in an excellent position to execute our brand re-invention  strategy quickly
while maintaining quality and consistency in our restaurant operations.  We plan
to test  brand  re-invention  with the  opening of two  "concept"  stores in San
Diego,  California  and the  conversion  of two  existing  markets by the end of
fiscal year 2004.

     Growth  Strategy.  Our growth  strategy is  multifaceted  and  includes the
following  components:  (i) developing new  company-operated  restaurants;  (ii)
expanding our unique  convenience  store  concept,  QUICK STUFF,  a full-service
convenience  store on a site shared with a full-sized JACK IN THE BOX restaurant
and a branded fuel station; (iii) expanding our franchising activities; and (iv)
growing Qdoba, our new fast-casual subsidiary.  During the next two years, in an
effort to focus  heavily  on  re-inventing  our core  business  and to  conserve
capital,  we will slow our growth of new  company-operated  restaurants and plan
not to actively pursue additional restaurant concepts for acquisition.

o    Company Restaurant Growth. We opened 90 new company-operated restaurants in
     fiscal 2003,  including six restaurants shared with a QUICK STUFF store and
     fuel station.  We believe our convenience  store concept  provides a strong
     unit  economic  model and  allows for  increased  penetration  of  existing
     markets by providing  additional  site  development  flexibility  in unique
     locations  where there is less  competition.  Fiscal  year 2003  restaurant
     growth  was  primarily  in  existing   markets,   as  we  continue  to  see
     opportunities  to increase our market  penetration,  and intend to leverage
     media, supervision, and food delivery costs.

o    Franchise Restaurant Growth. To improve margins and returns on capital over
     time, our business  model includes  increasing the use of franchising as we
     continue to grow the Company.  Selective franchising will also enable us to
     assume less financial risk and re-deploy proceeds into brand  re-invention.
     We  have  made  strides  in  expanding  our  franchising  activities  as we
     continued  our  selective  conversion of  company-operated  restaurants  to
     franchises.  We converted 36 JACK IN THE BOX restaurants in fiscal 2003 and
     signed  development  agreements  for the  development  of 18 new franchised
     restaurants.  Through continued conversions and new development agreements,
     we intend to increase  the  percentage  of  franchised  restaurants  in the
     system over the next several years to approximately 35% from  approximately
     20% at September 28, 2003.

o    Expansion of Qdoba.  We will continue to actively grow our new  fast-casual
     subsidiary.  With a  substantial  number of new  stores in its  development
     pipeline and  double-digit  increases in systemwide  sales,  at restaurants
     open  more than one  year,  in 2003 and  2002,  Qdoba is well on its way to
     becoming a national  brand and a leader in the  fastest-growing  segment of
     the restaurant industry.

Restaurant Concepts

     JACK IN THE BOX.  JACK IN THE BOX  restaurants  offer a broad  selection of
distinctive,  innovative  products  targeted  primarily  at the adult  fast-food
consumer.  The JACK IN THE BOX menu  features a variety of  hamburgers,  salads,
specialty sandwiches,  tacos, drinks and side items.  Hamburgers,  including the
signature Jumbo Jack(R), Sourdough Jack(R) and Ultimate Cheeseburger,  accounted
for  approximately  30% of our restaurant  sales in fiscal 2003. JACK IN THE BOX
restaurants  also offer a line of premium entree salads and sandwiches to appeal
to a broader  customer base,  including more women and consumers  older than our
traditional  target of men 18-34 years old and value-priced  products,  known as
"Jack's Value Menu," to compete against  price-oriented  competitors and because
value  is  important  to  certain  fast-food  customers.  We  believe  that  our
distinctive  menu has been  instrumental  in  developing  brand  loyalty  and is
appealing to customers with a broad range of food preferences.  Furthermore,  we
believe  that,  as a  result  of our  diverse  menu,  our  restaurants  are less
dependent than other quick-service  chains on the commercial success of one or a
few products.

                                       4

     The JACK IN THE BOX  restaurant  chain was the first to develop  and expand
the concept of drive-thru only restaurants.  In addition to drive-thru  windows,
most of our restaurants have seating  capacities  ranging from 20 to 100 persons
and  are  open  18-24  hours  a day.  Drive-thru  sales  currently  account  for
approximately 65% of sales at company-operated restaurants.

     The   following   table   summarizes   the   changes   in  the   number  of
company-operated  and franchised JACK IN THE BOX restaurants since the beginning
of fiscal 1999:
                                                   Fiscal Year
                                  ----------------------------------------------
                                   1999      2000      2001      2002      2003
- --------------------------------------------------------------------------------

Company-operated restaurants:
  Opened.......................     115       120       126       100        90
  Sold to franchisees..........       -       (13)      (13)      (22)      (36)
  Closed.......................      (6)       (4)       (2)       (3)       (8)
  Acquired from franchisees....      13        17         9         1         -
  End of period total..........   1,191     1,311     1,431     1,507     1,553
Franchised restaurants:
  Opened.......................       2         1         4         3         3
  Acquired from Company........       -        13        13        22        36
  Closed.......................      (8)        -         -         -         -
  Sold to Company..............     (13)      (17)       (9)       (1)        -
  End of period total..........     326       323       331       355       394
System end of period total.....   1,517     1,634     1,762     1,862     1,947

     Qdoba.  Qdoba  restaurants  offer a broad selection of fresh,  high quality
"Nouveau-Mexican" food with unique bold tastes. The Qdoba menu fuses traditional
Mexican  flavors with popular flavors from other cuisines and features a variety
of signature  burritos,  the "Naked Burrito" (a burrito served in a bowl without
the tortilla),  non-traditional taco salads,  3-cheese nachos and five signature
salsas.  Qdoba's broad menu allows it to satisfy  multiple meal occasions,  both
dine-in and take-out,  for a wide variety of customers.  The seating capacity at
Qdoba  restaurants  ranges from 60 to 80 persons including outdoor patio seating
availability.

Restaurant Expansion and Site Selection and Design

     Restaurant  Expansion.  The Company's  long-term  growth strategy  includes
continued   restaurant   expansion.   We   opened   90  new   JACK  IN  THE  BOX
company-operated  restaurants  in fiscal  2003 and  intend  to open and  operate
approximately 65 new company-operated  restaurants in fiscal year 2004. A slower
rate of restaurant  growth is forecasted over the next two years in an effort to
conserve  capital and focus on brand  re-invention.  Fiscal year 2004 restaurant
growth will be in existing  markets,  as we  continue  to see  opportunities  to
increase our market penetration,  and we intend to leverage media,  supervision,
and food  delivery  costs.  During the next two years,  we will cease  expansion
activities in the southeast and allow  existing  restaurants in these markets to
more fully mature.

     Of the 65 new JACK IN THE BOX  company-operated  restaurants  forecasted in
fiscal  year  2004,  we plan to combine 15 with our  branded  convenience  store
concept, QUICK STUFF. In addition to providing site development flexibility, our
branded  convenience  store  concept also provides us with a solid unit economic
model, while retaining operating  characteristics  similar to our core business.
As of  September  28,  2003,  we owned and  operated 18 QUICK  STUFF  stores and
estimate that co-branded sites will comprise  approximately 20 to 25% of our new
Company restaurant growth over the next five years.

     In fiscal year 2003, we opened six new Qdoba  company-operated  restaurants
and plan to open  approximately  35 new  company-operated  restaurants in fiscal
year 2004. We remain committed to growing our fast-casual subsidiary and believe
that Qdoba has significant expansion potential.

                                       5

     Site Selection and Design. Site selections for all new restaurants are made
after an economic  justification  analysis and a review of demographic  data and
other  information  relating  to  population  density,   traffic,   competition,
restaurant visibility and access, available parking,  surrounding businesses and
opportunities for market penetration.  Restaurants  developed by franchisees are
built to our specifications on sites which have been approved by us.

     We have developed multiple  restaurant  prototypes to help reduce costs and
improve our flexibility in locating  restaurants.  Management  believes that the
flexibility provided by the alternative  configurations  enables us to match the
restaurant  configuration  with specific  economic,  demographic  and geographic
characteristics of a particular site. Typical  development costs for new JACK IN
THE BOX and Qdoba  restaurants  ranged from  approximately  $1.3 million to $1.8
million and $0.4 million to $0.5 million, respectively, during fiscal year 2003.
We use lease financing and other means to lower our cash investment in a typical
JACK IN THE BOX restaurant to approximately $0.3 million to $0.4 million.

Franchising Program

     JACK IN THE BOX. Our long-term  growth strategy also includes the selective
expansion of our franchising  operations.  As of September 28, 2003, franchisees
operated 394  restaurants  in 7 states.  We intend to convert about 20 to 25% of
our existing JACK IN THE BOX company-operated restaurants to franchises over the
next few  years  and also  plan to add a number  of new  franchised  restaurants
through the sale of development agreements.  We offer development agreements for
construction of one or more new restaurants over a defined period of time and in
a defined  geographic area.  Developers are required to pay a development fee, a
portion of which may be credited  against  franchise fees due for restaurants to
be opened in the future.  Developers may forfeit such fees and lose their rights
to future development if they do not maintain the required schedule of openings.

     The current  franchise  agreement  provides for an initial franchise fee of
$50,000 per restaurant,  royalties of 5% of gross sales, marketing fees of 5% of
gross sales and, in most  instances,  a 20-year term.  Some existing  agreements
provide for royalties  and  marketing  fees at rates as low as 4%. In connection
with the conversion of a company-operated  restaurant,  the restaurant equipment
and the right to do business at that  location are sold to the  franchisee.  The
aggregate  price is equal to the negotiated  fair market value of the restaurant
as a going concern,  which depends on various factors,  including the history of
the restaurant,  its location and its cash flow potential. In addition, the land
and building are leased or subleased  to the  franchisee  at a negotiated  rent,
generally  equal to the greater of a minimum base rent or a percentage  of gross
sales.  The  franchisee  is  required  to  pay  property  taxes,  insurance  and
maintenance costs.

     We view our  non-franchised  JACK IN THE BOX units as a potential  resource
which, on a selected basis, can be sold to a franchisee,  generating  additional
current cash flow and  revenues  while still  maintaining  future cash flows and
earnings through franchise rents and royalties. While the ratio of franchised to
company-operated restaurants is expected to increase over the next several years
as we increase  our  franchising  activities,  we still expect to maintain a low
ratio relative to our major competitors.

     Qdoba  Mexican  Grill.  As of September 28, 2003,  franchisees  operated 77
restaurants  in 20 states,  and we anticipate  approximately  70 new  franchised
restaurants will open in fiscal year 2004. We offer area development  agreements
for the construction of five to 20 new restaurants over a defined period of time
and in a defined  geographic area for a development  fee, a portion of which may
be  credited  against  franchise  fees due for  restaurants  to be opened in the
future.  If the developer  does not maintain the required  schedule of openings,
they may  forfeit  such fee and lose  their  rights to future  development.  The
current franchise agreement provides for an initial franchise fee of $25,000 per
restaurant,  royalties of 5% of gross sales, marketing fees of up to 2% of gross
sales and, in most instances, a 10-year term.

Restaurant Operations

     Restaurant  Management.  Each restaurant is operated by a  Company-employed
manager or a franchisee  who are directly  responsible  for the operation of the
restaurants,   including  product  quality,   service,   food  handling  safety,
cleanliness,   inventory,  cash  control  and  the  conduct  and  appearance  of
employees.  Our restaurant managers attend extensive management training classes
involving a combination  of classroom  instruction  and  on-the-job  training in
specially designated training  restaurants.  Restaurant managers and supervisory
personnel  train  other   restaurant   employees  in  accordance  with  detailed
procedures and guidelines  using training aids and video equipment  available at
each  location.  We are in the process of  enhancing  the  effectiveness  of our
training by introducing a new,  interactive  system of  computer-based  training
("CBT"),  which  will  replace  each  restaurant's  use  of  videotapes  with  a
touch-screen computer terminal. The CBT technology incorporates audio, video and
text, all of which are updated on the computer via satellite technology.

                                       6

     Area managers supervise restaurant managers and regional vice presidents or
regional  directors  supervise  area  managers.  Under our  performance  system,
regional vice  presidents,  regional  directors,  area  managers and  restaurant
managers  are eligible for periodic  bonuses  based on  achievement  of location
profit,   profit  improvement  and/or  certain  other  operational   performance
standards.

     Customer Satisfaction. We devote significant resources toward ensuring that
all  restaurants  offer  quality  food and good  service.  Emphasis is placed on
ensuring that ingredients are delivered  timely to the  restaurants.  Restaurant
food production  systems are continuously  developed and improved,  and we train
our employees to be dedicated to delivering  consistently good service.  Through
our  network  of  distribution,   quality  assurance,  facilities  services  and
restaurant  management  personnel,  including  regional  vice  presidents,  area
managers  and  restaurant  managers,  we  standardize  specifications  for  food
preparation and service,  employee  conduct and appearance,  and the maintenance
and  repair  of  our  premises.  Operating  specifications  and  procedures  are
documented in a series of manuals and video presentations.  Most JACK IN THE BOX
restaurants  receive  approximately  four quality,  food safety and  cleanliness
inspections and 26 "Mystery Guest" audits each year. Qdoba  restaurants  receive
at least three quality, food safety and cleanliness inspections each year.

Quality Assurance

     Our "farm-to-fork" food safety and quality assurance program is designed to
maintain high  standards for the food products and food  preparation  procedures
used  by  company-operated  and  franchised  restaurants.  We  maintain  product
specifications   and  approve  product   sources.   We  have  a   comprehensive,
restaurant-based  Hazard Analysis & Critical Control Points ("HACCP") system for
managing food safety and quality.  HACCP combines employee training,  testing by
suppliers,  and detailed attention to product quality at every stage of the food
preparation  cycle.  Our HACCP  program has been  recognized  as a leader in the
industry by the USDA, FDA and the Center for Science in the Public Interest

     In  addition  to our  HACCP  system,  Jack in the Box uses  ServSafe(R),  a
nationally   recognized   food-safety   training   and   certification   program
administered  in  partnership  with the  National  Restaurant  Association.  All
restaurant  managers and grill  employees  receive  special grill  certification
training and are certified annually.

Purchasing and Distribution

     We provide purchasing,  warehouse and distribution services for all JACK IN
THE BOX company-operated and approximately  one-third of our  franchise-operated
restaurants.  The  remaining  JACK  IN  THE  BOX  franchisees  participate  in a
purchasing  cooperative  they formed in 1996 and contract with another  supplier
for  distribution  services.  As of September 28, 2003,  we also provided  these
services to approximately 50 Qdoba restaurants.  The remaining Qdoba restaurants
purchase  product from  approved  suppliers  and  distributors.  Some  products,
primarily dairy and bakery items, are delivered  directly by approved  suppliers
to both company-operated and franchised restaurants.

     Regardless of whether we provide  distribution  services to a restaurant or
not,  we ensure  that all  suppliers  meet our strict  HACCP  program  standards
previously  discussed.  The primary commodities purchased by the restaurants are
beef,  poultry,  pork, cheese and produce. We monitor the primary commodities we
purchase  in  order  to  minimize  the  impact  of  fluctuations  in  price  and
availability,  and make advance  purchases of commodities  when considered to be
advantageous.  However,  certain  commodities  still  remain  subject  to  price
fluctuations.  All essential food and beverage products are available, or can be
made available, upon short notice from alternative qualified suppliers.

Information Systems

     We have centralized  financial and accounting systems for  company-operated
restaurants,  which we believe are important in analyzing  and improving  profit
margins and  accumulating  marketing  information for analysis.  JACK IN THE BOX
restaurants use a specially  designed  computerized  reporting and cash register
system which is being  converted  to a new touch  screen POS system  intended to
improve  speed of  service,  allow us to accept  debit and  credit  cards and to
decrease  employee  training time. All  company-operated  restaurants  have been
equipped with this new POS system as of December 2003. We are also introducing a
new  interactive   computer-based  training  system  in  our  JACK  IN  THE  BOX
restaurants,  scheduled to be installed in all  company-operated  restaurants by
mid-April. This system incorporates audio, video and text components and will be
the standard for new hire training and periodic  workstation  re-certifications.
Qdoba  restaurants use POS software with touch screens,  accept debit and credit
cards at all company-owned locations and use back-of-the-restaurant  software to
control  purchasing,  inventory,  food and labor costs.  These software products
have been customized to meet Qdoba's operating standards.

                                       7

Advertising and Promotion

     The Company builds brand  awareness  through its marketing and  advertising
programs and activities. These activities are supported primarily by contractual
contributions from all company and franchised  restaurants based on a percentage
of sales.  We use regional and local  campaigns on  television,  radio and print
media to advertise  restaurant  products,  promote  brand  awareness and attract
customers.

Employees

     At September  28, 2003,  we had  approximately  45,730  employees,  of whom
approximately  43,470 were restaurant  employees,  690 were corporate personnel,
430  were   distribution   employees  and  1,140  were  field   management   and
administrative  personnel.  Employees  are  paid  on  an  hourly  basis,  except
restaurant   managers,   operations  and  corporate   management,   and  certain
administrative personnel. A majority of our restaurant employees are employed on
a part-time,  hourly basis to provide services  necessary during peak periods of
restaurant operations.

     We have not  experienced  any  significant  work  stoppages and believe our
labor relations are good. In fact,  during the last three years we have realized
steady  improvements in our hourly restaurant  employee retention rate, and crew
turnover is  currently  at its lowest  level in recent  history.  We support our
employees,   including  part-time  workers,   by  offering   competitive  wages,
competitive benefits,  including a pension plan and medical insurance for all of
our employees meeting certain requirements,  and discounts on dining. We attempt
to motivate and retain our employees by providing  them with  opportunities  for
increased  responsibilities and advancement,  as well as performance-based  cash
incentives tied to sales, profitability and certain qualitative measures.

Executive Officers

     The following  table sets forth the name, age (as of December 31, 2003) and
position of each person who is an executive officer of Jack in the Box Inc.:

Name                   Age  Positions
- ----                   ---  ---------
Robert J. Nugent ...... 62  Chairman of the Board and Chief Executive Officer
Linda A. Lang.......... 45  President, Chief Operating Officer and Director
John F. Hoffner........ 56  Executive Vice President and Chief Financial Officer
Lawrence E. Schauf..... 58  Executive Vice President and Secretary
Carlo E. Cetti......... 59  Senior Vice President, Human Resources and
                              Strategic Planning
William F. Motts....... 60  Senior Vice President, Restaurant Development
Paul L. Schultz........ 49  Senior Vice President, Operations and Franchising
David M. Theno, Ph.D... 53  Senior Vice President, Quality and Logistics
Pamela S. Boyd......... 48  Vice President, Financial Planning and Analysis
Stephanie E. Cline..... 58  Vice President, Chief Information Officer
Terri F. Graham........ 38  Vice President, Marketing
Jerry P. Rebel......... 46  Vice President, Controller
Harold L. Sachs........ 58  Vice President, Treasurer
Karen B. Bachmann...... 52  Vice President, Corporate Communications
Gary J. Beisler........ 47  Chief Executive Officer and President,
                              Qdoba Restaurant Corporation

                                       8

     Mr.  Nugent has been  Chairman of the Board since  February  2001 and Chief
Executive  Officer since April 1996.  Mr. Nugent  assumed the title of President
effective  January 1, 2003 until  November 7, 2003 upon Ms. Lang's  promotion to
President.  He was President from April 1996 to February 2001 and Executive Vice
President  from  February  1985 to  April  1996.  He has been a  director  since
February 1988. Mr. Nugent has 24 years of experience with the Company in various
executive and operations positions.

     Ms. Lang was promoted to President and Chief  Operating  Officer  effective
November 7, 2003.  She was Executive  Vice  President from July 2002 to November
2003,  Senior  Vice  President,  Marketing  from  May  2001 to July  2002,  Vice
President and Regional Vice  President,  Southern  California  Region from April
2000 to May 2001,  Vice  President,  Marketing from March 1999 to April 2000 and
Vice President,  Products,  Promotions and Consumer  Research from February 1996
until  March  1999.  Ms.  Lang has 16 years of  experience  with the  Company in
various marketing, finance and operations positions.

     Mr. Hoffner has been Executive Vice President and Chief  Financial  Officer
since August 2001.  Prior to joining the Company he was Executive Vice President
of Administration  and Chief Financial Officer of Cost Plus, Inc. from June 1998
to August 2001 and Senior Vice  President and Chief  Financial  Officer of Sweet
Factory, Inc. from April 1993 to June 1998.

     Mr. Schauf has been  Executive  Vice  President and Secretary  since August
1996. Prior to joining the Company he was Senior Vice President, General Counsel
and Secretary of Wendy's International, Inc. from February 1991 to August 1996.

     Mr. Cetti has been Senior Vice  President,  Human  Resources  and Strategic
Planning since July 2002. From October 1995 to July 2002, he was Vice President,
Human  Resources  and Strategic  Planning.  Mr. Cetti has 23 years of experience
with the Company in various human resources and training positions.

     Mr.  Motts has been Senior Vice  President,  Restaurant  Development  since
September  2003.  From September 1988 to September  2003, he was Vice President,
Restaurant Development. Mr. Motts has 21 years of experience with the Company in
various restaurant development positions.

     Mr.  Schultz has been Senior Vice  President,  Operations  and  Franchising
since  August 1999,  and was Vice  President  from May 1988 to August 1999.  Mr.
Schultz  has 30 years of  experience  with the  Company  in  various  operations
positions.

     Dr. Theno has been Senior Vice  President,  Quality and Logistics since May
2001. He was Vice President,  Technical  Services  (formerly Quality  Assurance,
Research and  Development  and Product  Safety) from April 1994 to May 2001. Dr.
Theno has 11 years of experience with the Company in various  quality  assurance
and product safety positions.

     Ms. Boyd has been a Vice  President of the Company since November 2001. She
was Division Vice President, Planning and Analysis from October 1997 to November
2001 and Director, Planning and Analysis from November 1992 to October 1997. Ms.
Boyd has 16 years of experience with the Company in various finance positions.

     Ms. Cline has been a Vice  President  of the Company  since August 2000 and
Chief  Information  Officer since May 2000.  She was Division Vice  President of
Systems  Development  from  August 1993 to May 2000.  Ms.  Cline has 26 years of
experience with the Company in various management information systems positions.

     Ms. Graham has been a Vice  President of the Company  since July 2002.  She
was Division Vice  President,  Marketing  Services and Regional  Marketing  from
April 2000 to July 2002, and Director of Marketing Services from October 1998 to
July 2002.  Ms.  Graham has 13 years of  experience  with the Company in various
marketing positions.

     Mr. Rebel has been Vice President,  Controller  since September 2003. Prior
to joining the Company he was Vice  President,  Controller of Fleming  Companies
Inc. from February 2002 to September  2003.  From January 1991 to February 2002,
he held various accounting and finance positions with CVS Corporation, including
Executive Vice  President and Chief  Financial  Officer of the ProCare  division
from September 2000 to February 2002, and Vice President  Finance from July 1995
to September 2000.

                                       9


     Mr. Sachs has been Vice  President,  Treasurer  since November 1999. He was
Treasurer  from  January  1986 to  November  1999.  Mr.  Sachs  has 25  years of
experience with the Company in various finance positions.

     Ms.  Bachmann  has been  Vice  President,  Corporate  Communications  since
November 1999. She was Division Vice President,  Corporate  Communications  from
December 1994 until November 1999.

     Mr.  Beisler  has  been  Chief  Executive   Officer  of  Qdoba   Restaurant
Corporation  since November 2000 and President  since January 1999. He was Chief
Operating Officer from April 1998 to December 1998.

Trademarks and Service Marks

     The  JACK  IN THE  BOX  and  Qdoba  Mexican  Grill  names  are of  material
importance  to us and each is a  registered  trademark  and service  mark in the
United States. In addition,  we have registered numerous service marks and trade
names for use in our  businesses,  including the JACK IN THE BOX logo, the Qdoba
logo and various product names and designs.

Seasonality

     Our restaurant sales and profitability are subject to seasonal fluctuations
and are  traditionally  higher  during the spring and summer  months  because of
factors such as increased travel and improved weather  conditions,  which affect
the public's dining habits.

Competition and Markets

     The  restaurant  business  is highly  competitive  and is  affected  by the
competitive  changes in a geographic area, changes in the public's eating habits
and  preferences,  local and national  economic  conditions  affecting  consumer
spending  habits,  population  trends and  traffic  patterns.  Key  elements  of
competition  in the  industry  are the  quality  and value of the food  products
offered,  quality  and  speed  of  service,  advertising,  name  identification,
restaurant location and attractiveness of facilities.

     Each JACK IN THE BOX and Qdoba restaurant  competes directly and indirectly
with a large number of national and regional  restaurant chains, as well as with
locally-owned  quick-service restaurants and the fast casual segment. In selling
franchises, we compete with many other restaurant franchisers, some of whom have
substantially greater financial resources and higher total sales volume.

Regulation

     Each  restaurant is subject to regulation by federal  agencies,  as well as
licensing and regulation by state and local health, sanitation, safety, fire and
other departments.  Difficulties or failures in obtaining any required licensing
or  approval  could  result in delays or  cancellations  in the  opening  of new
restaurants.

     We are also subject to federal and state laws regulating the offer and sale
of franchises.  Such laws impose  registration  and disclosure  requirements  on
franchisers in the offer and sale of franchises  and may also apply  substantive
standards to the  relationship  between  franchiser  and  franchisee,  including
limitations  on the ability of franchisers  to terminate  franchisees  and alter
franchise  arrangements.   We  believe  we  are  operating  in  compliance  with
applicable laws and regulations governing our operations.

     We are  subject  to the Fair Labor  Standards  Act and  various  state laws
governing such matters as minimum wages, exempt status classification,  overtime
and other working conditions. A significant number of our food service personnel
are  paid  at  rates  related  to the  federal  and  state  minimum  wage,  and,
accordingly, increases in the minimum wage increase our labor costs. Federal and
state  laws  may  also  require  us to  provide  paid  and  unpaid  leave to our
employees, which could result in significant additional expense to us.

     In addition,  various  proposals  which would require  employers to provide
health insurance for all of their employees are considered from  time-to-time in
Congress  and  various  states.  Similar  legislation  was  recently  passed  in
California  and may go into  effect  as  early as 2006.  The  imposition  of any
requirement  that we  provide  health  insurance  to all  employees  may  have a
material adverse impact on the consolidated  results of operations and financial
condition of the Company and the restaurant industry in general.

                                       10

     We are subject to certain  guidelines under the Americans with Disabilities
Act of 1990  ("ADA") and  various  state codes and  regulations,  which  require
restaurants   to  provide  full  and  equal  access  to  persons  with  physical
disabilities.  To comply with such laws and regulations,  the cost of remodeling
and developing restaurants has increased, principally due to the need to provide
certain older  restaurants with ramps,  wider doors,  larger restrooms and other
conveniences.

     We are also subject to various federal, state and local laws regulating the
discharge of materials into the environment.  The cost of developing restaurants
has increased to comply with these laws.  Additional  costs relate  primarily to
the  necessity of  obtaining  more land,  landscaping  and below  surface  storm
drainage  and the cost of more  expensive  equipment  necessary  to decrease the
amount of effluent emitted into the air and ground.

Company Website

     The Company's  primary  website can be found at  www.jackinthebox.com.  The
Company makes  available  free of charge at this website (under the "Investors -
SEC Filings - SEC Filings by Jack in the Box Inc."  caption)  all of its reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934,  including its Annual Report on Form 10-K, its Quarterly Reports on
Form 10-Q and its Current  Reports on Form 8-K and  amendments to those reports.
These  reports  are  made  available  on  the  website  as  soon  as  reasonably
practicable  after their filing  with,  or  furnishing  to, the  Securities  and
Exchange Commission.  Furthermore, we also make available on our website, and in
print to any  shareholder  who requests it, the Company's  Corporate  Governance
Guidelines, the Committee Charters for Audit,  Compensation,  and Nominating and
Governance  Committees,  as  well as the  Code of  Ethics  that  applies  to all
directors,  officers and employees of the Company. Amendments to these documents
or waivers related to the Code of Ethics will be made available on the Company's
website as soon as reasonably practicable after their execution.

Forward-Looking Statements and Risk Factors

     From  time-to-time  the  Company  makes oral and  written  statements  that
reflect  the  Company's  current   expectations   regarding  future  results  of
operations,  economic  performance,  financial condition and achievements of the
Company. The Company tries, whenever possible, to identify these forward-looking
statements by using words such as "anticipate," "assume," "believe," "estimate,"
"expect,"  "intend,"  "plan,"  "project",  "may,"  "will,"  "would," and similar
expressions.  Certain forward-looking statements are included in this Form 10-K,
principally  in the sections  captioned  "Business,"  "Legal  Proceedings,"  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."  Statements regarding our strategic plans and operating strategies,
including  the  effects  of  brand   re-invention  and  its  component   product
innovation,  service improvement and facility redesign initiatives,  the results
of the  Innovation  Center;  our  plans for  growth  in  number of  restaurants,
convenience   stores  and  in   franchising;   the  effect  of  menu  diversity;
expectations regarding the availability of alternative commodity suppliers,  our
effective  tax  rate,  labor  relations,  compliance  with  applicable  law  and
regulations and liabilities  related to legal proceedings;  growth in restaurant
sales and  profitability;  future charges related to Chi-Chi's  bankruptcy;  our
future  capital  expenditures  and  sources  of  liquidity  are  forward-looking
statements.   Although  we  believe  that  the  expectations  reflected  in  our
forward-looking   statements   are  based  on   reasonable   assumptions,   such
expectations may prove to be materially incorrect due to known and unknown risks
and uncertainties.

     In some cases,  information  regarding certain important factors that could
cause actual results to differ  materially  from any  forward-looking  statement
appears together with such statement.  In addition,  the following  factors,  as
well as other possible factors not listed,  could cause actual results to differ
materially  from  those  expressed  in   forward-looking   statements;   weather
conditions  that  adversely  affect the level of  customer  traffic;  changes in
accounting  policies  and  practices;  assumptions  relating  to pension  costs,
including the possibility of increased  pension expense and  contributions;  the
Company's ability to successfully  implement and realize value from new computer
systems and technology; the practical or psychological effects of terrorist acts
or government responses;  war or the risk of war; the costs and other effects of
legal claims by franchisees, customers, vendors and others, including settlement
of those claims; and the effectiveness of management strategies and decisions.

     Risks Related to the Food Service Industry.  Food service businesses may be
affected by changes in consumer  tastes,  national,  regional and local economic
and political conditions,  demographic trends, and the impact on consumer eating
habits of new information  regarding diet, nutrition and health. The performance
of individual  restaurants may be adversely  affected by factors such as traffic
patterns,   demographics  and  the  type,   number  and  location  of  competing
restaurants.

                                       11


     Multi-unit food service  businesses such as ours can also be materially and
adversely   affected  by  wide-spread   negative  publicity  of  any  type,  but
particularly  regarding food quality,  illness,  injury or other health concerns
with respect to certain foods.  To minimize the risk of food-borne  illness,  we
have   implemented  a  HACCP  system  for  managing  food  safety  and  quality.
Nevertheless,  the risk of food-borne  illness cannot be completely  eliminated.
Any outbreak of such illness  attributed to our  restaurants  or within the food
service industry could have a material adverse effect on our financial condition
and results of operations.

     Dependence on frequent  deliveries of fresh produce and groceries  subjects
food  service  businesses,   such  as  ours,  to  the  risk  that  shortages  or
interruptions in supply,  caused by adverse weather or other  conditions,  could
adversely affect the availability, quality and cost of ingredients. In addition,
unfavorable  trends  or  developments  concerning  factors  such  as  inflation,
increased food, labor,  energy,  insurance and employee benefit costs (including
increases  in  hourly  wage,  and  worker's  compensation  insurance  premiums),
increases in the number and locations of competing restaurants, regional weather
conditions and the availability of experienced  management and hourly employees,
may also  adversely  affect the food  service  industry in general.  Because our
chain  is  predominantly  company-operated,  it may  have  greater  exposure  to
operating cost issues than chains,  which are primarily  franchised.  Changes in
economic conditions  affecting our customers could reduce traffic in some or all
of our restaurants or impose practical limits on pricing,  either of which could
have a  material  adverse  effect on our  financial  condition  and  results  of
operations.  Our  continued  success  will  depend  in  part on our  ability  to
anticipate, identify and respond to changing conditions.

     Risks  Associated  with  Development.   We  intend  to  grow  primarily  by
developing additional company-owned restaurants and by franchising both existing
Company  restaurants  and  new  restaurants  to  be  developed  by  franchisees.
Development  involves   substantial  risks,   including  the  risk  of  (i)  the
availability of financing to franchisees and the Company at acceptable rates and
terms, (ii) development costs exceeding  budgeted or contracted  amounts,  (iii)
delays in completion  of  construction,  (iv) the inability to identify,  or the
unavailability  of suitable  sites,  both  traditional  and  nontraditional,  on
acceptable  leasing or purchase  terms,  (v) developed  properties not achieving
desired revenue or cash flow levels once opened,  (vi)  competition for suitable
development sites from competitors;  (vii) incurring  substantial  unrecoverable
costs in the event a  development  project  is  abandoned  prior to  completion,
(viii)  changes  in  governmental   rules,   regulations,   and  interpretations
(including  interpretations  of the  requirements  of the ADA) and (ix)  general
economic and business conditions.

     Although  we intend to manage our  development  to reduce  such  risks,  we
cannot assure you that present or future  development will perform in accordance
with  our  expectations.  We  cannot  assure  you  that  we  will  complete  the
development and  construction of the  facilities,  or that any such  development
will be completed in a timely manner or within budget,  or that such restaurants
will  generate our expected  returns on  investment.  Our inability to expand in
accordance with our plans or to manage our growth could have a material  adverse
effect on our results of operations and financial condition.

     Risks  Associated with Growth.  Our  franchising and convenience  store/gas
station/restaurant co-brand development plans will require the implementation of
enhanced   operational  and  financial  systems  and  will  require   additional
management,  operational,  and  financial  resources.  For  example,  we will be
required to recruit franchise sales and administrative personnel; and to recruit
and train managers and other personnel for each new company-owned restaurant, as
well as additional  development and accounting  personnel.  We cannot assure you
that we will be able to manage our expanding operations  effectively to continue
to recognize value from  franchising and  co-branding.  The failure to implement
such  systems  and add such  resources  on a  cost-effective  basis could have a
material adverse effect on our results of operations and financial condition.

     Reliance on Certain Markets.  Because our business is regional, with nearly
70% of our  restaurants  located in the  states of  California  and  Texas,  the
economic  conditions,   state  and  local  government  regulations  and  weather
conditions affecting those states may have a material impact upon our results.

     Risks Related to Entering New Markets. We cannot assure you that we will be
able  to  successfully  expand  or  acquire  critical  market  presence  in  new
geographical  markets,  as we may encounter  well-established  competitors  with
substantially  greater financial resources.  We may be unable to find attractive
locations,  acquire  name  recognition,  successfully  market our  products  and
attract new customers. Competitive circumstances and consumer characteristics in
new markets may differ  substantially from those in the markets in which we have
substantial  experience.   We  cannot  assure  you  that  we  will  be  able  to
successfully  integrate or profitably operate new company-operated or franchised
restaurants located in our new markets.

                                       12

     Competition.  The restaurant industry is highly competitive with respect to
price, service, location,  personnel and the type and quality of food, and there
are many  well-established  competitors.  Each restaurant  competes directly and
indirectly with a large number of national and regional  restaurant  chains,  as
well as with locally-owned  quick-service restaurants,  fast-casual restaurants,
sandwich shops and similar types of businesses.  The trend toward convergence in
grocery,   deli  and  restaurant   services  may  increase  the  number  of  our
competitors.  Such increased competition could have a material adverse effect on
our financial condition and results of operations.  Some of our competitors have
substantially greater financial,  marketing,  operating and other resources than
we have, which may give them a competitive advantage. Certain of our competitors
have  introduced  a variety of new  products  and engaged in  substantial  price
discounting in recent years and may continue to do so in the future.  We plan to
take  various  steps in  connection  with  our  "brand  re-invention"  strategy,
including  introducing new, higher quality  products,  discontinuing  older menu
items,  testing new  service,  recruiting  and training  initiatives  and making
improvements to brand image at our restaurant facilities.  However, there can be
no  assurance  of the success of our new  products,  initiatives  or our overall
strategies or that competitive  product  offerings,  pricing and promotions will
not have an  adverse  effect  upon  our  results  of  operations  and  financial
condition.

     Risks Related to Increased  Labor Costs.  We have a  substantial  number of
employees  who are paid wage rates at or  slightly  above the minimum  wage.  As
federal and state minimum wage rates increase,  we may need to increase not only
the wages of our minimum wage employees but also the wages paid to the employees
at wage rates which are above minimum wage.  If  competitive  pressures or other
factors  prevent us from  offsetting the increased costs by increases in prices,
our  profitability  may decline.  In  addition,  various  proposals  which would
require  employers to provide  health  insurance for all of their  employees are
being  considered  from time-to  time-in  Congress and various  states.  Similar
legislation was recently passed in California and may go into effect as early as
2006. The imposition of any requirement  that we provide health insurance to all
employees would have a material  adverse impact on the results of operations and
financial condition of the Company and the restaurant industry.

     Risks  Related  to  Advertising.  Some  of  our  competitors  have  greater
financial resources which enable them to purchase  significantly more television
and radio  advertising  than we are able to  purchase.  Should  our  competitors
increase spending on advertising and promotion, should the cost of television or
radio  advertising  increase,  or our advertising funds decrease for any reason,
including   implementation  of  reduced  spending  strategies,   or  should  our
advertising and promotion be less effective than our  competitors',  there could
be a  material  adverse  effect  on our  results  of  operations  and  financial
condition.

     Taxes.  Our income tax provision is sensitive to expected  earnings and, as
expectations change, our income tax provisions may vary from  quarter-to-quarter
and  year-to-year.  In addition,  from  time-to-time,  we may take positions for
filing our tax returns,  which differ from the treatment for financial reporting
purposes. The ultimate outcome of such positions could have an adverse impact on
our effective tax rate. Our effective tax rate for fiscal 2004 is expected to be
higher than our fiscal 2003 rate.

     Risks  Related to Franchise  Operations.  At September 28, 2003, we had 394
franchised  JACK  IN  THE  BOX   restaurants.   Currently  our  restaurants  are
approximately 80% company-operated  and 20% franchised.  Our plan is to increase
the percentage of franchised  restaurants  over the next five years. Our ability
to sell  franchises  and to  realize  gains from such  sales is  uncertain.  The
opening  and  success of  franchised  restaurants  depends  on various  factors,
including  the  demand  for our  franchises  and the  selection  of  appropriate
franchisee  candidates,  the  availability of suitable sites, the negotiation of
acceptable lease or purchase terms for new locations,  permitting and regulatory
compliance,  the ability to meet  construction  schedules,  the  availability of
financing,  and the  financial and other  capabilities  of our  franchisees  and
developers.  We cannot  assure  you that  developers  planning  the  opening  of
franchised  restaurants will have the business abilities or sufficient access to
financial  resources  necessary  to  open  the  restaurants  required  by  their
agreements.  We cannot assure you that franchisees will successfully participate
in our strategic initiatives or operate their restaurants in a manner consistent
with our concept and  standards.  In  addition,  certain  federal and state laws
govern our relationships with our franchisees.  See "Risks Related to Government
Regulations" below.

     Dependence  on Key  Personnel.  We believe  that our success will depend in
part on the  continuing  services  of our key  executives,  including  Robert J.
Nugent,  Chairman  of the Board  and Chief  Executive  Officer,  Linda A.  Lang,
President  and Chief  Operating  Officer,  and John F. Hoffner,  Executive  Vice
President and Chief Financial Officer,  none of whom are employed pursuant to an
employment  agreement.  The loss of the services of any of such executives could
have a material  adverse  effect on our business,  and we cannot assure you that
qualified replacements would be available. Our continued growth will also depend
in part on our  ability to  attract  and retain  additional  skilled  management
personnel.

                                       13


     Risks Related to Government Regulations. The restaurant industry is subject
to extensive federal, state and local governmental regulations,  including those
relating to the  preparation and sale of food and those relating to building and
zoning  requirements.  We and our franchisees are also subject to laws governing
our relationships with employees, including minimum wage requirements, overtime,
working and safety conditions and citizenship  requirements.  See "Risks Related
to Increased Labor Costs" above.  We are also subject to federal  regulation and
certain state laws,  which govern the offer and sale of  franchises.  Many state
franchise  laws  impose  substantive   requirements  on  franchise   agreements,
including limitations on noncompetition  provisions and on provisions concerning
the  termination or nonrenewal of a franchise.  Some states require that certain
materials be registered  before franchises can be offered or sold in that state.
The failure to obtain or retain licenses or approvals to sell  franchises  could
adversely affect us and our franchisees.  Changes in, and the cost of compliance
with,  government  regulations  could  have a  material  adverse  effect  on our
operations.

     Environmental  Risks  and  Regulations.  As is the case  with any  owner or
operator of real  property,  we are  subject to a variety of federal,  state and
local governmental regulations relating to the use, storage, discharge, emission
and disposal of hazardous  materials.  Failure to comply with environmental laws
could result in the imposition of severe penalties or restrictions on operations
by  governmental  agencies  or  courts  of law,  which  could  adversely  affect
operations. We do not have environmental liability insurance; nor do we maintain
a reserve to cover such  events.  We have  engaged and may engage in real estate
development  projects and own or lease  several  parcels of real estate on which
our  restaurants are located.  We are unaware of any  significant  environmental
hazards on properties we own or have owned, or operate or have operated.  In the
event of the determination of contamination on such properties,  the Company, as
owner or  operator,  could be held  liable  for  severe  penalties  and costs of
remediation.  We also operate motor  vehicles and  warehouses and handle various
petroleum substances and hazardous substances,  and are not aware of any current
material liability related thereto.



                                       14

ITEM 2.  PROPERTIES
         ----------

     The following  table  summarizes the locations of JACK IN THE BOX and Qdoba
restaurants by state as of September 28, 2003:

                         JACK IN THE BOX               Qdoba
                     ----------------------    ----------------------
                     Company-                  Company-
                     operated    Franchised    operated    Franchised      Total
- --------------------------------------------------------------------------------
Alabama.............     -            -            -            2             2
Arizona.............    87           58            -            1           146
California..........   554          292            -            -           846
Colorado............     -            -           22            6            28
Florida.............     -            -            -            3             3
Georgia.............     -            -            -            4             4
Hawaii..............    28            1            -            -            29
Idaho...............    22            -            -            1            23
Illinois............    13            -            -            1            14
Indiana.............     -            -            -            8             8
Kentucky............     -            -            -            7             7
Louisiana...........    20            -            -            -            20
Maryland............     -            -            -            1             1
Michigan............     -            -            -            8             8
Minnesota...........     -            -            -            2             2
Missouri............    49            -            1            -            50
Nevada..............    51           13            -            -            64
New Jersey..........     -            -            -            3             3
New Mexico..........     -            2            -            -             2
North Carolina......    28            -            -           10            38
Oklahoma............     2            -            -            -             2
Oregon..............    41            2            -            -            43
Pennsylvania........     -            -            -            1             1
South Carolina......    22            -            -            -            22
South Dakota........     -            -            -            2             2
Tennessee...........    27            -            -            2            29
Texas...............   485           26            4            -           515
Utah................     2            -            -            -             2
Virginia............     -            -            -            2             2
Washington..........   122            -            7            2           131
Wisconsin...........     -            -            -           11            11
                     -----        -----        -----        -----         -----
  Total............. 1,553          394           34           77         2,058
                     =====        =====        =====        =====         =====

     Of our 1,553 JACK IN THE BOX restaurants and 34 Qdoba restaurants, we owned
760 restaurant buildings,  including 538 located on leased land. In addition, we
leased 1,134 restaurants where both the land and building are leased,  including
186  restaurants  operated by  franchisees.  At September 28, 2003,  franchisees
directly owned or leased 164 restaurants.


                                                        Number of restaurants
                                                     ---------------------------
                                                    Company-
                                                    operated   Franchised  Total
- --------------------------------------------------------------------------------
Company-owned restaurant buildings:
  On Company-owned land.............................    166        56       222
  On leased land....................................    473        65       538
                                                      -----     -----     -----
  Subtotal..........................................    639       121       760
Company-leased restaurant buildings on leased land..    948       186     1,134
Franchise directly-owned or directly-leased
  Restaurant buildings..............................      -       164       164
                                                      -----     -----     -----
  Total restaurant buildings........................  1,587       471     2,058
                                                      =====     =====     =====

                                       15


     Our leases generally provide for fixed rental payments (with cost-of-living
index  adjustments)  plus real estate taxes,  insurance and other  expenses.  In
addition,  many of the leases provide for contingent  rental payments of between
2% and 10% of the restaurant's  gross sales once certain  thresholds are met. We
have  generally  been able to renew  our  restaurant  leases  as they  expire at
then-current  market  rates.  The  remaining  terms of ground  leases range from
approximately  one year to 51 years,  including  optional renewal  periods.  The
remaining lease terms of our other leases range from  approximately  one year to
41 years,  including optional renewal periods. At September 28, 2003, the leases
had initial terms expiring as follows:


                                                 Number of restaurants
                                            -------------------------------
                                               Ground         Land and
                                               leases      building leases
- ---------------------------------------------------------------------------
2004 - 2008................................       127            200
2009 - 2013................................       139            312
2014 - 2018................................        50            225
2019 and later.............................       222            397

     Our  principal  executive  offices in San Diego,  California  consist of an
owned facility of  approximately  150,000  square feet and a leased  facility of
approximately 44,000 square feet. Qdoba's corporate support center consists of a
leased  facility  in  Wheat  Ridge,  Colorado.  Additionally,  we have  acquired
approximately  8.5 acres of land,  about one half of which is being utilized for
the development of our Innovation Center, currently under construction.  We also
own one  distribution  center and lease an additional  six, with remaining terms
ranging from one to 19 years, including optional renewal periods.

     Certain of our real and  personal  property are pledged as  collateral  for
various components of our long-term debt.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

     As previously reported,  we reached a settlement in an action filed in 1995
regarding  alleged  failure to comply with the Americans with  Disabilities  Act
("ADA").  The  settlement,  as  amended,  requires  compliance  with ADA  Access
Guidelines  at  company-operated  restaurants  by October 2003. We have complied
with our settlement obligations and met the October 2003 settlement deadline.

     On April 18,  2001,  an action  was filed by Robert  Bellmore  and  Jeffrey
Fairbairn,  individually and on behalf of all others similarly situated,  in the
Superior  Court of the State of  California,  San Diego  County,  seeking  class
action  status in alleging  violations  of  California  wage and hour laws.  The
Company  settled the action in fiscal year 2002 for  approximately  $9.3 million
without  admission  of  liability,  and the Court  approved  the  settlement  on
February  10,  2003.  Through  September  28,  2003  the  Company  has  paid out
approximately $8.1 million in connection with this settlement.

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

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

     No matters were  submitted to a vote of security  holders during the fourth
fiscal quarter ended September 28, 2003.



                                       16

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

     The following table  summarizes the equity  compensation  plans under which
Company  Common  Stock may be issued as of September  28,  2003.  All plans were
approved by stockholders of the Company.




                                                                                                   (c)
                                                                                           Number of securities
                                                                                           remaining for future
                                            (a)                           (b)              issuance under equity
                                    Number of securities to        Weighted-average          compensation plans
                                    be issued upon exercise       exercise price of       (excluding securities
                                    of outstanding options        outstanding options      reflected in column (a))
- -------------------------------------------------------------------------------------------------------------------
                                                                                          

   Equity compensation plans
   approved by security holders.....       4,891,893                    $21.10                    1,107,500



     The  following  table sets forth the high and low closing  sales prices for
our common stock during the fiscal  quarters  indicated,  as reported on the New
York Stock Exchange - Composite Transactions:


                                                12 weeks ended
              16 weeks ended    ------------------------------------------------
               Jan. 20, 2002    Apr. 14, 2002    July 7, 2002    Sept. 29, 2002
 -------------------------------------------------------------------------------
  High.........  $28.00            $31.78           $34.00          $29.55
  Low..........   23.00             25.85            29.19           22.24



                                                12 weeks ended
              16 weeks ended    ------------------------------------------------
               Jan. 19, 2003    Apr. 13, 2003    July 6, 2003    Sept. 28, 2003
 -------------------------------------------------------------------------------
  High.........  $22.98            $18.23           $22.84          $23.60
  Low..........   16.14             15.02            17.05           17.07



     We did not pay any cash or other dividends during the last two fiscal years
and do not anticipate  paying  dividends in the foreseeable  future.  Our credit
agreements  prohibit,  and our public debt  instruments  restrict,  our right to
declare or pay dividends or make other  distributions  with respect to shares of
our capital stock.

     As of September 28, 2003, there were 486 stockholders of record.




                                       17

ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------

     Our fiscal year is 52 or 53 weeks,  ending the Sunday  closest to September
30.  Fiscal year 1999  included 53 weeks,  and all other years include 52 weeks.
The following  selected  financial  data of Jack in the Box Inc. for each fiscal
year was extracted or derived from financial  statements which have been audited
by KPMG LLP, our independent auditors.



                                                                          Fiscal Year
                                              ----------------------------------------------------------------------
                                                 2003 (1)        2002           2001           2000           1999
- --------------------------------------------------------------------------------------------------------------------
                                                         (Dollars in thousands, except per share data)
                                                                                                
Statement of Operations Data:
Revenues:
   Restaurant sales......................     $1,864,180    $1,822,902     $1,714,126     $1,529,328     $1,372,899
   Distribution and other sales..........        108,738        77,445         66,565         59,091         41,828
   Franchise rents and royalties.........         54,371        45,936         43,825         41,432         39,863
   Other.................................         31,001        20,077          9,060          3,461          2,309
                                              ----------    ----------     ----------     ----------     ----------
    Total revenues.......................      2,058,290     1,966,360      1,833,576      1,633,312      1,456,899
Costs of revenues (2)....................      1,689,924     1,584,384      1,477,184      1,301,757      1,142,995
                                              ----------    ----------     ----------     ----------     ----------
Gross profit.............................        368,366       381,976        356,392        331,555        313,904
Selling, general and
   administrative expenses (3)...........        228,142       233,426        201,579        182,961        164,297
                                              ----------    ----------     ----------     ----------     ----------
Earnings from operations.................        140,224       148,550        154,813        148,594        149,607
Interest expense.........................         24,838        22,914         24,453         25,830         28,249
                                              ----------    ----------     ----------     ----------     ----------
Earnings before income taxes and
   cumulative effect of accounting
   change................................        115,386       125,636        130,360        122,764        121,358
Income taxes (4).........................         41,768        42,590         46,300         22,500         44,900
                                              ----------    ----------     ----------     ----------     ----------
Earnings before cumulative effect of
   accounting change.....................     $   73,618    $   83,046     $   84,060     $  100,264     $   76,458
                                              ==========    ==========     ==========     ==========     ==========
Earnings per share before cumulative
   effect of accounting change:
    Basic................................     $     2.02    $     2.11     $     2.17     $     2.62     $     2.00
    Diluted..............................           1.99          2.07           2.11           2.55           1.95

Balance Sheet Data (at end of period):
Total assets.............................     $1,175,950    $1,063,444     $1,029,822     $  906,828     $  833,644
Long-term debt...........................        290,746       143,364        279,719        282,568        303,456
Stockholders' equity.....................        470,322       464,115        413,530        316,352        217,837



(1)  Fiscal year 2003 includes  Qdoba  results of  operations  since January 21,
     2003, representing approximately 36 weeks.

(2)  Fiscal  year  1999  reflects  an  $18.0  million  reduction  of  restaurant
     operating costs due to a change in estimates resulting from improvements to
     our  asset  protection  and  risk  management  programs.  This  change  was
     supported  by an  independent  actuarial  study  conducted  to evaluate the
     self-insured  portion of our workers'  compensation,  general liability and
     other insurance programs.

(3)  Fiscal  year  2003  includes  $2.6  million  related  to   lease-assumption
     obligations  on five sites  arising from the recent  bankruptcy  of the Chi
     Chi's restaurant chain,  previously owned by the Company.  Fiscal year 2002
     includes $9.3 million for costs  associated  with the settlement of a class
     action  lawsuit and $6.4 million for costs  related to the closure of eight
     under-performing  restaurants.  These items are described in Item 7 - Costs
     and Expenses.

(4)  Fiscal year 2000 includes the  recognition of $22.9 million in tax benefits
     primarily resulting from the settlement of a tax case.



                                       18


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         -----------------------------------------------------------------------

Results of Operations

     All  comparisons  under this heading among 2003, 2002 and 2001 refer to the
52-week periods ended September 28, 2003,  September 29, 2002, and September 30,
2001, respectively, unless otherwise indicated.

     The Company acquired Qdoba Restaurant Corporation  ("Qdoba"),  operator and
franchiser of Qdoba Mexican Grill, on January 21, 2003.  Qdoba's  operations are
included since the date of acquisition, representing 36 weeks of operations.

Revenues

     Company-operated  restaurant sales were $1,864.2 million,  $1,822.9 million
and $1,714.1  million in 2003,  2002 and 2001,  respectively.  Restaurant  sales
improved $41.3 million,  or 2.3%, in 2003 and $108.8  million,  or 6.3%, in 2002
compared with the respective  prior year. This sales growth reflects an increase
in the number of JACK IN THE BOX  company-operated  restaurants  and  additional
sales  from  Qdoba  company-operated  restaurants  in 2003,  offset in part by a
decline in per store average ("PSA") sales in both years.  The number of JACK IN
THE BOX company-operated restaurants at the end of the fiscal year grew to 1,553
in 2003 from 1,507 in 2002 and 1,431 in 2001,  with new  restaurant  openings of
90,  100 and  126,  respectively.  Sales  at  JACK  IN THE BOX  company-operated
restaurants open more than one fiscal year ("same store sales") declined 1.7% in
2003 and 0.8% in 2002 compared with the  respective  prior year.  These declines
are primarily  due to increased  competitive  activity and economic  softness in
certain  markets,  which  were  offset  in  part by new  product  introductions,
including our new line of premium salads, and modest selling price increases. We
continue to address pressures facing the quick-service  restaurant  industry and
make changes that we anticipate will improve sales and provide  long-term growth
potential.  In 2003, these changes included the addition of upgraded products to
our menu and improvements in restaurant operations,  including speed of service,
order  accuracy  and  menu   appearance.   On  the  strength  of  these  product
introductions  and operations  improvements,  same store sales increased 0.9% in
the fourth quarter of 2003 compared with the fourth quarter of 2002.

     Distribution and other sales include  distribution sales to JACK IN THE BOX
and Qdoba franchise-operated restaurants and sales from our fuel and convenience
stores ("QUICK  STUFF").  Distribution and other sales grew to $108.7 million in
2003 from $77.4  million in 2002 and $66.6 million in 2001,  principally  due to
increases  in the number of QUICK  STUFF  locations  and  distribution  sales to
franchised  restaurants.  The number of QUICK STUFF  locations at the end of the
fiscal  year grew to 18 in 2003  from 12 in 2002 and nine in 2001.  Distribution
sales to franchised restaurants grew due to an increase in the number of JACK IN
THE BOX franchises serviced by our distribution centers, as well as the addition
of certain  Qdoba  franchised  restaurants  in 2003.  Higher PSA fuel sales also
contributed to the overall increase in 2003.

     Franchise rents and royalties increased to $54.4 million in 2003 from $45.9
million in 2002 and $43.8 million in 2001,  primarily  reflecting an increase in
the number of JACK IN THE BOX franchised restaurants.  The number of JACK IN THE
BOX franchised  restaurants  increased to 394 at the end of the fiscal year from
355 in 2002 and 331 in 2001.  As a  percentage  of franchise  restaurant  sales,
franchise  rents and  royalties  were 10.9%,  11.0% and 10.8% in 2003,  2002 and
2001,  respectively.  The slight percentage  decline in 2003 is primarily due to
the  consolidation  of Qdoba's  results of operations  in 2003.  In 2003,  Qdoba
received royalties of 5% of franchise  restaurant sales, and JACK IN THE BOX had
combined  average rents and royalties of 11.4%.  In 2002, the percentage  growth
compared with 2001 primarily relates to increases in rents at certain franchised
restaurants.

     Other  revenues  include gains and fees from the  conversion of JACK IN THE
BOX company-operated  restaurants to franchises, as well as interest income from
notes and investments  receivable.  Other revenues increased to $31.0 million in
2003 from $20.1  million in 2002 and $9.1 million in 2001,  primarily due to our
continued  strategy of selectively  converting JACK IN THE BOX  company-operated
restaurants to franchises. We converted 36 company-operated  restaurants in 2003
compared with 22 in 2002 and 13 in 2001,  resulting in franchise  gains of $26.6
million, $17.1 million and $6.5 million, respectively.



                                       19

Costs and Expenses

     Restaurant  costs  of  sales,  which  include  food  and  packaging  costs,
increased  to $573.9  million  in 2003 from  $555.2  million  in 2002 and $528.1
million in 2001. As a percentage of restaurant sales,  costs of sales were 30.8%
in 2003,  30.5% in 2002 and  30.8% in  2001.  The  percentage  increase  in 2003
compared with 2002  principally  resulted  from higher food and packaging  costs
associated  with the initial  rollout of Jack's  Ultimate  SaladsTM in the third
quarter.  These cost increases were offset in part by certain margin improvement
initiatives and modest selling price  increases.  Restaurant costs of sales as a
percentage of restaurant  sales improved in 2002 compared to 2001, as the impact
of slightly higher  ingredient costs was offset by increased  selling prices and
certain margin improvement initiatives.

     Restaurant  operating  costs  grew with the  addition  of  company-operated
restaurants to $984.3  million,  $931.7 million and $864.3 million in 2003, 2002
and 2001,  respectively.  As a percentage of restaurant  sales,  operating costs
increased to 52.8% in 2003 from 51.1% in 2002 and 50.4% in 2001.  The percentage
increase  in 2003  compared  with  2002 was  primarily  due to  higher  workers'
compensation insurance expenses, utilities and costs related to our new point of
sale  system.  These  cost  increases  were  partially  offset by  decreases  in
incentive compensation and intangibles  amortization expense attributable to the
reclassification  of our  trading  area rights to  goodwill,  which is no longer
amortized per the provisions of SFAS 142, Goodwill and Other Intangible  Assets.
Restaurant operating costs as a percentage of restaurant sales increased in 2002
compared with 2001,  primarily due to higher insurance costs and occupancy costs
on newer stores whose sales had not yet matured,  which were partially offset by
lower  utility  and  supply  costs.  Additionally,  in 2003  and  2002,  savings
generated  from our Profit  Improvement  Program helped to offset the percent of
sales impact on occupancy  and other fixed costs from same store sales  declines
at JACK IN THE BOX  company-operated  restaurants.  Insurance expenses and costs
associated  with the new point of sale system are expected to continue at higher
levels in fiscal year 2004.

     Costs of  distribution  and other sales were $106.0 million in 2003,  $75.3
million in 2002 and $64.5 million in 2001. As a percentage of  distribution  and
other  sales,  these costs were 97.5% in 2003,  97.3% in 2002 and 96.9% in 2001.
The higher percentage in 2003 compared with 2002 is primarily due to a change in
our fuel pricing  strategy  designed to achieve  higher sales volumes at certain
QUICK  STUFF  locations.  Continuing  reductions  in QUICK STUFF labor costs and
other profit improvement  initiatives  partially offset the impact of lower fuel
margins. In 2003, distribution margins remained constant compared with 2002. The
cost percentage  increased in 2002 compared with 2001,  primarily due to reduced
margins in our distribution  business related to softer sales at JACK IN THE BOX
restaurants.

     Franchised  restaurant costs,  principally rent expense and depreciation on
properties leased to JACK IN THE BOX franchisees and other miscellaneous  costs,
increased to $25.7  million in 2003 from $22.1 million in 2002 and $20.4 million
in  2001,   primarily  reflecting  an  increase  in  the  number  of  franchised
restaurants.

     Selling,  general and administrative  expenses were $228.1 million,  $233.4
million and $201.6 million in 2003, 2002 and 2001, respectively.  These expenses
were  approximately  11.1% of revenues in 2003, 11.9% in 2002 and 11.0% in 2001.
In 2003, cost reduction  initiatives from our Profit Improvement Program,  lower
incentive bonus expense and the benefit provided from higher other revenues more
than offset higher pension costs and the reduction in JACK IN THE BOX same store
sales. In 2002, higher pension,  bonus and legal costs were mitigated in part by
the increased  leverage from higher  revenues as well as savings  generated from
our Profit Improvement Program.  Pension costs have increased due to declines in
discount rates and in the return on plan assets, and these costs are expected to
increase  further in fiscal  year 2004.  Fiscal  year 2003  includes  an unusual
charge of $2.6 million  related to the  assumption of certain lease  obligations
arising from the recent bankruptcy of the Chi-Chi's  restaurant chain, which was
previously owned by the Company.  The Company  anticipates it will not incur any
additional  charges related to the Chi Chi's bankruptcy in future years.  Fiscal
year 2002 also includes unusual charges of $9.3 million to settle a class action
lawsuit in  California,  and $6.4  million for  impairment  and lease exit costs
related to the closure of eight  under-performing  restaurants.  Excluding these
unusual  charges,  which  were  0.1% and  0.8% of  revenues  in 2003  and  2002,
respectively,  selling,  general and administrative  expenses were approximately
11.0% of revenues in 2003, 11.1% in 2002 and 11.0% in 2001. The Company believes
it is useful to provide the impact  that the unusual  items in 2003 and 2002 had
on selling,  general and  administrative  expenses  because it facilitates  more
relevant comparisons to prior-period financial results and to the results of the
Company's competitors.



                                       20

     Interest  expense was $24.8  million,  $22.9  million and $24.5  million in
2003, 2002 and 2001,  respectively.  Interest expense in 2003 compared with 2002
includes costs  associated with the early retirement of our higher interest rate
financing  lease  obligations,  the  amortization  of fees  associated  with the
Company's  refinancing in January 2003, and an increase in total debt, primarily
due to the  acquisition  of Qdoba.  The  reduction  in interest  expense in 2002
compared  with 2001  reflects  lower  average  levels of debt and lower  average
interest rates.

     The  income tax  provisions  reflect  effective  annual tax rates of 36.2%,
33.9% and 35.5% of pre-tax  earnings in 2003, 2002 and 2001,  respectively.  The
lower  rates  in 2003 and  2002  resulted  from  the  favorable  resolutions  of
long-standing  tax matters.  In 2001,  the  favorable tax rate resulted from our
ability to realize previously unrecognized tax benefits,  including business tax
credit, tax loss and minimum tax credit carryforwards. Our effective tax rate is
expected to be higher in fiscal 2004.

     In 2001, we adopted Staff  Accounting  Bulletin  ("SAB") 101 which requires
that we recognize certain franchise  percentage rents, which are contingent upon
certain  annual  sales  levels,  in the period in which the  contingency  is met
instead of being  accrued  for  ratably.  As a result of  adopting  SAB 101,  we
recorded a one-time  after-tax  cumulative effect from this accounting change of
$1.9  million  related to the  deferral of  franchise  percentage  rents not yet
earned as of the beginning of fiscal year 2001.

     Net earnings were $73.6 million, or $1.99 per diluted share, in 2003, $83.0
million,  or $2.07 per diluted share,  in 2002 and $82.2  million,  or $2.06 per
diluted share, in 2001. Each year includes  unusual items as described above. In
2003, net earnings  included $1.7 million,  or $.05 per diluted share, for lease
obligations  assumed in connection with the Chi-Chi's  bankruptcy.  In 2002, net
earnings included after-tax charges of $10.4 million, or $.26 per diluted share,
for costs associated with the settlement of a class action lawsuit in California
and the closure of eight  under-performing  restaurants.  In 2001,  net earnings
included $1.9 million,  or $.05 per diluted share, for the cumulative  effect of
the SAB 101  accounting  change.  Excluding  all of  these  unusual  items,  net
earnings were $75.3 million, or $2.04 per diluted share, in 2003, $93.4 million,
or $2.33 per diluted share,  in 2002,  and $84.1  million,  or $2.11 per diluted
share, in 2001. The Company believes it is useful to provide the impact that the
unusual  items in each year had on net earnings  and earnings per share  amounts
because it  facilitates  more relevant  comparisons  to  prior-period  financial
results and to the results of the Company's competitors.

Liquidity and Capital Resources

     General. Cash and cash equivalents increased $16.8 million to $22.4 million
at September  28, 2003 from $5.6 million at the beginning of the fiscal year due
to a temporary increase in cash balances,  principally resulting from reductions
in  capital  expenditures  from  savings in new store  build-out  costs and from
leasing  a  greater  portion  of our new  restaurants.  We  generally  expect to
maintain low levels of cash and cash  equivalents,  reinvesting  available  cash
flows from  operations to develop new or enhance  existing  restaurants,  and to
reduce borrowings under the revolving credit  agreement.  At September 28, 2003,
we had no borrowings under our revolving credit facility.

     Financial  Condition.  Our working capital deficit decreased $131.8 million
to $89.1  million at September  28, 2003 from $220.9  million at  September  29,
2002.  This  decrease is  primarily  due to the  temporary  increase in our cash
balance at the end of the fiscal year,  the  reclassification  of our  revolving
credit  facility  to  long-term  debt  and  the  repayment  of  financing  lease
obligations in January 2003. The Company and the restaurant industry in general,
maintain  relatively  low levels of accounts  receivable  and  inventories,  and
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. At the end of the year, our current ratio was 0.6 to
1 compared with 0.3 to 1 at September  29, 2002,  improving due to our high cash
balance,  the credit  facility  reclassification  and debt  repayment  discussed
above.

     On January 22, 2003,  we replaced our existing  revolving  credit  facility
with a new  senior  credit  facility.  Our  new  credit  facility  provides  for
borrowings  in the  aggregate  amount of $350 million and is comprised of: (i) a
$200 million  revolving credit facility maturing on January 22, 2006 with a rate
of London  Interbank  Offered Rate  ("LIBOR") plus 2.25% and (ii) a $150 million
term loan  maturing on July 23,  2007 with a rate of LIBOR plus 3.25%.  This new
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.  To secure our  respective  obligations  under the new
credit facility,  the Company and certain of its  subsidiaries  granted liens on
substantially all personal  property assets.  Under certain  circumstances,  the
Company and each of its certain  subsidiaries will be required to grant liens on
certain real property assets to secure their  respective  obligations  under the
new credit  facility.  Additionally,  certain of our real and personal  property
secure other  indebtedness  of the Company.  At  September  28, 2003,  we had no
borrowings  under  our  revolving  credit  facility  and had  letters  of credit
outstanding of $31.8 million.

                                       21

     We are subject to a number of  customary  covenants  under our various debt
instruments, including limitations on additional borrowings, acquisitions, loans
to franchisees,  capital expenditures,  lease commitments and dividend payments,
as well as requirements to maintain certain financial ratios, cash flows and net
worth. As of September 28, 2003, we were in compliance with all such covenants.

     Total debt  outstanding  increased to $303.1  million at September 28, 2003
from $249.6  million at the beginning of the fiscal year,  primarily  reflecting
our  acquisition  of Qdoba which was funded by  borrowings  under our new credit
facility.

     New  Financing.  In December  2003,  we began  efforts to secure a new $275
million  senior  secured  term loan and to amend our existing  revolving  credit
facility.  We intend to use the proceeds from the new term loan to refinance our
existing  $150  million  term loan and  redeem  $125  million  of 8 3/8%  senior
subordinated  notes due April 15, 2008. The amended  revolving  credit  facility
will continue to support general corporate  purposes.  We believe the new credit
facility will provide a more flexible capital structure,  including extension of
the  maturities of both our revolver and term loan,  facilitate the execution of
our strategic plan, and decrease  borrowing costs. While management is confident
about the prospects for the new credit facility,  no assurance can be given that
the facility can be arranged on terms and conditions  acceptable to the Company.
In the event that we are unable to obtain this new facility on acceptable terms,
the  current  facility  will  remain in place,  and we believe it is adequate to
support the Company's current operations and anticipated growth.

     Other  Transactions.  In January  1994,  we entered  into  financing  lease
arrangements  with two limited  partnerships (the  "Partnerships"),  in which we
sold interests in 76 restaurants for a specified period of time. The acquisition
of the properties, including costs and expenses, was funded through the issuance
of $70 million in 10.3% senior  secured notes by a special  purpose  corporation
acting as agent for the  Partnerships.  On August 29,  2002,  we entered into an
agreement to repurchase the interests in the restaurant properties that had been
encumbered by the financing lease obligations for a consent fee of $1.3 million.
On January 2, 2003,  we used  borrowings  under our credit  facility and sinking
fund payments to reacquire the interests in the restaurant properties and retire
the high interest rate bearing financing lease obligations.

     During the last three years we have  continued our strategy of  selectively
converting  company-operated  restaurants to franchises. In 2003, 2002 and 2001,
these conversions generated cash proceeds of approximately $23.8 million,  $10.0
million and $11.3 million, respectively.

     In fiscal  years  2000 and  2002,  our Board of  Directors  authorized  the
repurchase of our  outstanding  common stock in the open market for an aggregate
amount  not to exceed $90  million.  Under  these  authorizations,  the  Company
repurchased  2,566,053 shares of Jack in the Box common stock during fiscal year
2003. Since the initiation of the share  repurchase  program in fiscal year 2000
through September 28, 2003, we acquired 4,115,853 shares at an aggregate cost of
$90  million,  and at  September  28,  2003  we had no  repurchase  availability
remaining.  The stock  repurchase  program was intended to increase  shareholder
value and offset the dilutive effect of stock option exercises.

     On January 21, 2003, we acquired  Qdoba,  operator and  franchiser of Qdoba
Mexican  Grill,  for  approximately  $45  million in cash.  The  primary  assets
acquired  include $8.2 million in net property and equipment and other long-term
assets, $18.0 million in intangible assets and $23.6 million in goodwill.  Qdoba
operates  in the  fast-casual  segment of the  restaurant  industry  and,  as of
September 28, 2003,  operated or franchised 111  restaurants in 22 states.  This
acquisition is consistent  with the Company's  long-term  strategy to transition
from a regional quick-service restaurant chain to a national restaurant company.




                                       22

     Contractual Obligations and Commitments.  The following is a summary of the
Company's contractual obligations and commercial commitments as of September 28,
2003:



                                                        Payments Due by Period (in thousands)
                                         ----------------------------------------------------------------
                                                       Less than                                After
                                            Total        1 year     1-3 years    3-5 years     5 years
- ---------------------------------------------------------------------------------------------------------
                                                                                   
  Contractual Obligations:
    Credit facility term loan.........   $  149,250    $   7,000    $  25,000    $ 117,250    $       -
    Revolving credit facility.........            -            -            -            -            -
    Capital lease obligations.........       23,529        2,113        5,606        6,523        9,287
    Other long-term debt obligations..      130,301        3,221        1,706      125,374            -
    Operating lease obligations.......    1,518,872      159,452      284,890      238,798      835,732
    Guarantees (1)....................        2,701          358          754          803          786
                                         ----------    ---------    ---------    ---------    ---------
     Total contractual obligations....   $1,824,653    $ 172,144    $ 317,956    $ 488,748    $ 845,805
                                         ==========    =========    =========    =========    =========
  Other Commercial Commitments:
    Stand-by letters of credit (2).....  $   31,833    $  31,833    $       -    $       -    $       -
                                         ==========    =========    =========    =========    =========


(1)  Consists of guarantees associated with two Chi-Chi's properties. Due to the
     bankruptcy  of the  Chi-Chi's  restaurant  chain,  previously  owned by the
     Company,  we are obligated to perform in  accordance  with the terms of the
     guarantee  agreements  and have begun making lease  payments in  connection
     with these two properties effective October 1, 2003.

(2)  Consists  primarily  of  letters of credit for  workers'  compensation  and
     general liability insurance.

     Capital  Expenditures.  Capital  expenditures  decreased  $30.7  million to
$111.9  million in 2003 from $142.6  million in 2002.  This decrease  relates to
lower  expenditures on new restaurants,  reflecting a reduction in the number of
new JACK IN THE BOX  restaurant  openings  to 90 in 2003 from 100 a year ago, as
well as cost savings  generated on our restaurant  prototypes.  Furthermore,  we
purchased  fewer new sites in 2003  compared  with 2002,  as the  Company is now
leasing a greater portion of its new restaurants due to favorable lease terms.

     We plan on spending  approximately  $150 million during fiscal year 2004 on
capital  expenditures.  The  projected  increase  from fiscal  2003  reflects an
increase  in Qdoba  restaurant  growth,  spending  related  to our  strategy  to
re-invent the JACK IN THE BOX brand and costs associated with our new Innovation
Center which will support our product  marketing,  research and  development and
quality  assurance  departments.  These  increases  are  partially  offset  by a
decrease in new restaurant  expenditures reflecting a reduction in the number of
new JACK IN THE BOX restaurant openings in fiscal year 2004.

     Pension  Funding.  Due to the downturn in the equity  markets over the past
two  years,  the  market  value  of  our  pension  plan  assets  have  declined.
Additionally, lower interest rates and a reduction in our assumed long-term rate
of return on plan assets  have  contributed  to an  increase in our  accumulated
benefit plan obligation during 2003. A minimum pension  liability  adjustment is
required when the accumulated  benefit obligation exceeds the fair value of plan
assets at the  measurement  date.  As such,  we were  required to  recognize  an
additional  minimum  pension  liability at September  28, 2003 and September 29,
2002.  The  additional  liability  recognized  in  both  years,  resulted  in  a
cumulative charge to other comprehensive  income in the consolidated  statements
of stockholders'  equity of $27.2 million, an increase of $18.3 million compared
with a year ago when the Company  recorded a charge of $8.9  million for similar
reasons.

     Future  Liquidity.  We require  capital  principally  to grow the  business
through  new  restaurant  construction,  as well  as to  maintain,  improve  and
refurbish existing restaurants,  and for general operating purposes. Our primary
short-term and long-term sources of liquidity are expected to be cash flows from
operations,  the revolving bank credit  facility,  and the sale and leaseback of
certain restaurant properties. Additional potential sources of liquidity include
financing  opportunities and the conversion of  company-operated  restaurants to
franchised restaurants.  Based upon current levels of operations and anticipated
growth, we expect that cash flows from operations, combined with other financing
alternatives  available,  will be sufficient  to meet our debt service,  capital
expenditure and working capital requirements.




                                       23

Discussion of Critical Accounting Policies

     We have identified the following as the Company's most critical  accounting
policies,  which are  those  that are most  important  to the  portrayal  of the
Company's  financial  condition  and  results  and  require   management's  most
subjective  and complex  judgments.  Information  regarding the Company's  other
significant  accounting  policies are  disclosed  in Note 1 of our  consolidated
financial statements.

     Pension  Benefits - The Company sponsors pension and other retirement plans
in  various  forms  covering  those  employees  who  meet  certain   eligibility
requirements.  Several statistical and other factors which attempt to anticipate
future events are used in calculating  the expense and liability  related to the
plans,  including  assumptions about the discount rate,  expected return on plan
assets and the rate of increase in  compensation  levels,  as  determined by the
Company  using  specified  guidelines.   In  addition,   our  outside  actuarial
consultants also use certain  statistical  factors such as turnover,  retirement
and mortality rates to estimate the Company's  future benefit  obligations.  The
actuarial  assumptions  used may differ  materially  from actual  results due to
changing market and economic conditions, higher or lower turnover and retirement
rates or longer or shorter life spans of  participants.  These  differences  may
impact the amount of pension expense recorded by the Company. Due principally to
decreases  in interest  rates and declines in the return on assets in the plans,
the pension  expense in fiscal year 2004 is  expected to be  approximately  $7.2
million higher than fiscal year 2003.

     Self Insurance - The Company is  self-insured  for a portion of its current
and prior years' losses related to its workers' compensation, general liability,
automotive,  medical and dental  programs.  In  estimating  the  Company's  self
insurance  reserves,  we utilize  independent  actuarial  estimates  of expected
losses,  which are based on  statistical  analyses  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,  reserves might
not be sufficient, and additional expense may be recorded.

     Long-lived  Assets -  Property,  equipment  and  certain  other  assets are
reviewed for impairment when indicators of impairment are present. If the sum of
undiscounted  future cash flows is less than the carrying value of the asset, we
recognize an impairment  loss by the amount which the carrying value exceeds the
fair value of the asset.  Our  estimates  of future  cash flows may differ  from
actual cash flows due to, among other things,  economic conditions or changes in
operating  performance.  In the fourth  quarter of fiscal year 2002, we recorded
$2.5 million in impairment charges related to eight under-performing restaurants
scheduled for closure in fiscal year 2003. During the fourth quarter of 2003, we
determined  that our fixed  assets and finite  life  intangible  assets were not
impaired at September 28, 2003.

     Goodwill and Other  Intangibles - We also evaluate  goodwill and intangible
assets not subject to amortization annually, or more frequently if indicators of
impairment are present.  If the determined  fair values of these assets are less
than the related carrying amounts an impairment loss is recognized.  The methods
we use to estimate fair value include  future cash flow  assumptions,  which may
differ from actual cash flows due to, among other things, economic conditions or
changes in operating performance. During the fourth quarter of 2003, we reviewed
the carrying value of our goodwill and  indefinite  life  intangible  assets and
determined that no impairment existed as of September 28, 2003.

     Allowances for Doubtful Accounts - Our trade receivables  consist primarily
of amounts due from  franchisees  for rents on subleased  sites,  royalties  and
distribution  sales. We also have  receivables  related to short-term  financing
provided  on the  sale of  company-operated  restaurants  to  certain  qualified
franchisees. We continually monitor amounts due from franchisees and maintain an
allowance  for  doubtful  accounts  for  estimated  losses  resulting  from  the
inability of our franchisees to make required  payments.  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.  The Company has good  relationships  with its 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, additions to the allowance for doubtful accounts may be required.

     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.

                                       24

Future Accounting Changes

     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
Interpretation   46,   Consolidation   of  Variable   Interest   Entities  -  an
interpretation of Accounting  Research Bulletin No. 51 which requires  companies
that control  another entity through  interests  other than voting  interests to
consolidate the controlled entity.  This  Interpretation  applies immediately to
variable interest entities created after January 31, 2003. For variable interest
entities  that  existed  prior to  February  1, 2003,  the FASB has  delayed the
requirements  of this  Interpretation  until the first  fiscal  year or  interim
period ending after  December 15, 2003. The Company has assessed the impact that
Interpretation  46  may  have  on its  consolidated  financial  statements,  and
concluded that the continued  consolidation of the Company's  marketing funds is
appropriate. Based on a review of the franchise agreements and after considering
the  policies and  procedures  the Company has in place  related to  franchising
activities,  the Company has determined that the franchise  arrangements entered
into after  January 31,  2003 do not result in these  franchises  qualifying  as
variable interest  entities,  and as such,  consolidation of these franchises is
not required.  We will  continue to monitor this  literature to determine if any
changes will have an impact on the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

     Our primary  exposure  relating to financial  instruments  is to changes in
interest rates.  Our credit  facility,  which is comprised of a revolving credit
facility  and a term loan,  bears  interest at an annual rate equal to the prime
rate or the LIBOR plus an applicable margin based on a financial leverage ratio.
The majority of the credit facility  borrowings are LIBOR based. As of September
28, 2003, our applicable  margins for the LIBOR based  revolving  loans and term
loan were set at 2.25% and  3.25%,  respectively.  A  hypothetical  one  percent
increase in short-term  interest rates, based on the outstanding  balance of our
revolving credit facility and term loan at September 28, 2003, would result in a
reduction of $1.5 million in annual pre-tax earnings.

     Changes in interest rates also impact our pension expense, as do changes in
the expected  long-term  rate of return on our pension  plan assets.  An assumed
discount rate is used in  determining  the present value of future cash outflows
currently expected to be required to satisfy the pension benefit obligation when
due. Additionally, an assumed long-term rate of return on plan assets is used in
determining the average rate of earnings expected on the funds invested or to be
invested to provide the benefits to meet our  projected  benefit  obligation.  A
hypothetical 25 basis point reduction in the assumed  discount rate and expected
long-term rate of return on plan assets would result in an estimated increase of
$1.4  million  and $0.2  million,  respectively,  in our future  annual  pension
expense.

     We  are  also  exposed  to  the  impact  of  commodity  and  utility  price
fluctuations related to unpredictable  factors such as weather and various other
market  conditions  outside our control.  Our ability to recover increased costs
through  higher  prices is limited by the  competitive  environment  in which we
operate.  From time-to-time we enter into futures and option contracts to manage
these fluctuations. Open futures and option contracts at September 28, 2003 were
not significant.

     At  September  28, 2003,  we had no other  material  financial  instruments
subject to significant market exposure.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

     The Consolidated  Financial  Statements and related  financial  information
required to be filed are indexed on page F-1 and are incorporated herein.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
         ---------------------------------------------------------------

     Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
         -----------------------

     Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
evaluated the effectiveness of our disclosure  controls and procedures,  as such
term is defined  under  Rules  13a-15(e)  and 15d -15(e)  promulgated  under the
Securities  Exchange  Act of 1934,  as amended.  Based on this  evaluation,  our
principal  executive officer and principal  financial officer concluded that our
disclosure  controls and  procedures  were effective as of the end of the period
covered by this annual report.



                                       25



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
         --------------------------------------------------

     That portion of our definitive Proxy Statement appearing under the captions
"Election  of  Directors"  and "Section  16(a)  Beneficial  Ownership  Reporting
Compliance"  to be filed with the  Commission  pursuant to Regulation 14A within
120 days after  September  28, 2003 and to be used in  connection  with our 2004
Annual Meeting of Stockholders is hereby incorporated by reference.

     Information  regarding  executive officers is set forth in Item 1 of Part I
of this Report under the caption "Executive Officers".

     That portion of our definitive Proxy Statement  appearing under the caption
"Audit Committee,"  relating to the members of the Company's Audit Committee and
the Audit Committee financial expert is also incorporated herein by reference.

     The Company has adopted a Code of Ethics  which  applies to all Jack in the
Box Inc.  directors,  officers  and  employees,  including  the Chief  Executive
Officer, Chief Financial Officer,  Controller and all of the financial team. The
Code of Ethics is posted on the Company's website,  www.jackinthebox.com  (under
the "Investors - Code of Conduct"  caption.) The Company  intends to satisfy the
disclosure  requirement regarding any amendment to, or waiver of, a provision of
the Code of Ethics for the Chief Executive Officer,  Chief Financial Officer and
Controller or persons performing similar functions,  by posting such information
on its website.

ITEM 11. EXECUTIVE COMPENSATION
         ----------------------

     That portion of our definitive Proxy Statement  appearing under the caption
"Executive  Compensation" to be filed with the Commission pursuant to Regulation
14A within 120 days after  September 28, 2003 and to be used in connection  with
our 2004 Annual Meeting of Stockholders is hereby incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

     That portion of our definitive Proxy Statement  appearing under the caption
"Security  Ownership of Certain  Beneficial  Owners and  Management" to be filed
with the Commission  pursuant to Regulation 14A within 120 days after  September
28,  2003  and to be  used  in  connection  with  our  2004  Annual  Meeting  of
Stockholders is hereby incorporated by reference.  Information  regarding equity
compensation  plans  under  which  Company  common  stock  may be  issued  as of
September 28, 2003 is set forth in Item 5 of this Report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         ----------------------------------------------

     That portion of our definitive Proxy Statement  appearing under the caption
"Certain  Transactions,"  if any,  to be filed with the  Commission  pursuant to
Regulation  14A  within  120 days  after  September  28,  2003 and to be used in
connection with our 2004 Annual Meeting of  Stockholders is hereby  incorporated
by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
         --------------------------------------

     That portion of our definitive Proxy Statement  appearing under the caption
"Independent Auditor Fees and Services" to be filed with the Commission pursuant
to  Regulation  14A within 120 days after  September  28, 2003 and to be used in
connection with our 2004 Annual Meeting of  Stockholders is hereby  incorporated
by reference.



                                       26

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
         ---------------------------------------------------------------

ITEM  15(a)(1)  Financial  Statements.   See  Index  to  Consolidated  Financial
                ---------------------
                Statements on page F-1 of this report.

ITEM 15(a)(2)   Financial Statement Schedules. Not applicable.
                -----------------------------

ITEM 15(a)(3)   Exhibits.
                ---------

Number   Description
- ------   -----------
3.1      Restated Certificate of Incorporation, as amended(7)
3.2      Amended and Restated Bylaws(13)
4.1      Indenture  for  the 8  3/8%  Senior  Subordinated  Notes  due  2008( 6)
          (Instruments  with respect to the registrant's  long-term  debt not in
          excess of  10%  of  the  total  assets  of  the  registrant  and   its
          subsidiaries on a consolidated basis have been omitted. The registrant
          agrees to furnish  supplementally a copy of any such instrument to the
          Commission upon request.)
4.2      Shareholder Rights Agreement(3)
10.1     Credit Agreement dated as of January 22, 2003 by and  among Jack in the
          Box Inc. and the lenders named therein(12)
10.2     Purchase  Agreements  dated as of January 22, 1987  between  Foodmaker,
          Inc. and FFCA/IIP  1985  Property  Company and FFCA/IIP  1986 Property
          Company(1)
10.3     Land Purchase  Agreements dated as of February 18, 1987 by and  between
          Foodmaker,  Inc. and FFCA/IPI 1984 Property  Company and FFCA/IPI 1985
          Property Company and Letter Agreement relating thereto(1)
10.4.1*  Amended and Restated 1992 Employee Stock Incentive Plan(4)
10.4.2*  Jack in the Box Inc. 2002 Stock Incentive Plan(10)
10.5*    Capital Accumulation Plan for Executives(9)
10.5.1*  First Amendment dated as of August 2, 2002  to the Capital Accumulation
          Plan for Executives(11)
10.6*    Supplemental Executive Retirement Plan(9)
10.6.1*  First  Amendment  dated as of August  2,  2002 to the  Supplemental
          Executive Retirement Plan(11)
10.7*    Performance Bonus Plan(8)
10.8*    Deferred Compensation Plan for Non-Management Directors(2)
10.9*    Amended and Restated Non-Employee Director Stock Option Plan(7)
10.10*   Form of Compensation and Benefits Assurance Agreement for Executives(5)
10.11*   Form of  Indemnification  Agreement between Jack in the Box Inc. and
          certain officers and directors(11)
10.12    Consent Agreement(11)
10.13*   Executive Deferred Compensation Plan(13)
10.14*   Form of Restricted Stock Award for certain executives(13)
10.14(a) Schedule of Restricted Stock Awards
10.15*   Executive  Agreement  between  Jack in the  Box  Inc.  and  Gary J.
          Beisler,  President and Chief  Executive  Officer of Qdoba  Restaurant
          Corporation (14)
23.1     Consent of KPMG LLP
31.1     Certification  of Chief Executive  Officer  pursuant to  Section 302 of
          the Sarbanes-Oxley Act of 2002
31.2     Certification  of Chief Financial  Officer  pursuant to  Section 302 of
          the Sarbanes-Oxley Act of 2002
32.1     Certification of Chief Executive Officer pursuant to  18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002
32.2     Certification of Chief Financial Officer pursuant to  18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of
          2002
- ----------------
* Management contract or compensatory plan.

                                       27


(1)  Previously  filed and  incorporated  herein by reference from  registrant's
      Registration Statement on Form S-1 (No. 33-10763) filed February 24, 1987.
(2)  Previously  filed and  incorporated  herein by reference from  registrant's
      Definitive Proxy Statement dated January 17, 1995 for the Annual Meeting
      of Stockholders on February 17, 1995.
(3)  Previously  filed and incorporated by reference from  registrant's  current
      report on Form 8-K dated July 26, 1996.
(4)  Previously  filed and  incorporated  herein by reference from  registrant's
      Registration Statement on Form S-8 (No. 333-26781) filed May 9, 1997.
(5)  Previously  filed and  incorporated  herein by reference from  registrant's
      Annual Report on Form 10-K for the fiscal year ended September 28, 1997.
(6)  Previously  filed and  incorporated  herein by reference from  registrant's
      Quarterly Report on Form 10-Q for the quarter ended April 12, 1998.
(7)  Previously  filed and  incorporated  herein by reference from  registrant's
      Annual Report on Form 10-K for the fiscal year ended October 3, 1999.
(8)  Previously  filed and  incorporated  herein by reference from  registrant's
      Definitive Proxy Statement dated January 19, 2001 for the Annual Meeting
      of Stockholders on February 23, 2001.
(9)  Previously  filed and  incorporated  herein by reference from  registrant's
      Annual Report on Form 10-K for the fiscal year ended September 30, 2001.
(10) Previously filed and incorporated herein by reference from the registrant's
      Definitive Proxy Statement dated January 18, 2002 for the Annual Meeting
      of Stockholders' on February 22, 2002.
(11) Previously  filed and  incorporated  herein by reference from  registrant's
      Annual Report on Form 10-K for the fiscal year ended September 29, 2002.
(12) Previously  filed and incorporated by reference from  registrant's  current
      report on Form 8-K dated January 22, 2003.
(13) Previously  filed and  incorporated  herein by reference from  registrant's
      Quarterly Report on Form 10-Q for the quarter ended January 19, 2003.
(14) Previously  filed and  incorporated  herein by reference from  registrant's
      Quarterly Report on Form 10-Q for the quarter ended April 13, 2003.

ITEM 15(b)     We filed the  following  reports on Form 8-K with the  Securities
               and Exchange Commission during the fourth quarter ended September
               28,  2003:  On  August  6,  2003,  we filed a report  on Form 8-K
               furnishing  an  earnings   release  that   reported   results  of
               operations  for the quarter  ended July 6, 2003. On September 17,
               2003, we filed a report on Form 8-K announcing our strategic plan
               and containing first-quarter 2004 guidance.

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

ITEM 15(d)     All supplemental schedules are omitted as inapplicable or because
               the  required  information  is  included  in  the   Consolidated
               Financial Statements or notes thereto.



                                       28


                                   SIGNATURES
                                   ----------

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         JACK IN THE BOX INC.

                                         By:  JOHN F. HOFFNER
                                              ---------------
                                              John F. Hoffner
                                              Executive Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer)
                                              (Duly Authorized Signatory)

                                              Date:  December 17, 2003

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

Signature              Title                                   Date
- ---------              -----                                   ----

ROBERT J. NUGENT       Chairman of the Board and Chief         December 17, 2003
- ---------------------  Executive Officer (Principal
Robert J. Nugent       Executive Officer)


JOHN F. HOFFNER        Executive Vice President and Chief      December 17, 2003
- ---------------------  Financial Officer (Principal
John F. Hoffner        Financial Officer)


LINDA A. LANG          President, Chief Operating Officer      December 17, 2003
- ---------------------  and Director
Linda A. Lang


MICHAEL E. ALPERT      Director                                December 17, 2003
- ---------------------
Michael E. Alpert


EDWARD W. GIBBONS      Director                                December 17, 2003
- ---------------------
Edward W. Gibbons


ANNE B. GUST           Director                                December 17, 2003
- ---------------------
Anne B. Gust


ALICE B. HAYES         Director                                December 17, 2003
- ---------------------
Alice B. Hayes


MURRAY H. HUTCHISON    Director                                December 17, 2003
- ---------------------
Murray H. Hutchison


MICHAEL W. MURPHY      Director                                December 17, 2003
- ---------------------
Michael W. Murphy


L. ROBERT PAYNE        Director                                December 17, 2003
- ---------------------
L. Robert Payne




                                       29


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                           Page
                                                                           ----
  Independent Auditors' Report.....................................         F-2
  Consolidated Balance Sheets......................................         F-3
  Consolidated Statements of Earnings..............................         F-4
  Consolidated Statements of Cash Flows............................         F-5
  Consolidated Statements of Stockholders' Equity..................         F-6
  Notes to Consolidated Financial Statements.......................         F-7


Schedules not filed: All schedules have been omitted as the required information
is inapplicable  or the information is presented in the financial  statements or
related notes.



                                       F-1


                          INDEPENDENT AUDITORS' REPORT




The Board of Directors
Jack in the Box Inc.:


We have audited the accompanying  consolidated balance sheets of Jack in the Box
Inc. and  subsidiaries  as of September 28, 2003 and September 29, 2002, and the
related consolidated statements of earnings, cash flows and stockholders' equity
for the  fifty-two  weeks ended  September  28, 2003,  September  29, 2002,  and
September  30,  2001.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Jack in the Box Inc.
and  subsidiaries  as of September  28, 2003 and  September  29,  2002,  and the
results of their  operations and their cash flows for the fifty-two  weeks ended
September 28, 2003,  September  29, 2003,  and September 30, 2001, in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the consolidated financial statements, the Company has
adopted  the  provisions  of SFAS No. 142  "Accounting  for  Goodwill  and Other
Intangible Assets," and,  accordingly,  has changed its method of accounting for
goodwill.


                                    KPMG LLP

San Diego, California
November 7, 2003, except as to the
second paragraph of Note 4, which is
as of December 12, 2003




                                       F-2


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except per share data)


                                                          Sept. 28,    Sept. 29,
                                                            2003         2002
- --------------------------------------------------------------------------------
                                     ASSETS
Current assets:
 Cash and cash equivalents............................. $   22,362   $    5,620
 Accounts receivable, net..............................     31,582       26,176
 Inventories...........................................     31,699       29,975
 Prepaid expenses and other current assets.............     21,056       38,108
 Assets held for sale and leaseback....................     41,916       12,626
                                                        ----------   ----------
   Total current assets................................    148,615      112,505
                                                        ----------   ----------

Property and equipment, at cost:
 Land..................................................     93,438      105,298
 Buildings.............................................    627,883      581,651
 Restaurant and other equipment........................    520,637      486,183
 Construction in progress..............................     42,150       46,355
                                                        ----------   ----------
                                                         1,284,108    1,219,487
 Less accumulated depreciation and amortization........    417,148      372,556
                                                        ----------   ----------
   Property and equipment, net.........................    866,960      846,931
                                                        ----------   ----------

Trading area rights, net...............................          -       64,628

Goodwill...............................................     90,218        1,988

Other assets, net......................................     70,157       37,392
                                                        ----------   ----------
                                                        $1,175,950   $1,063,444
                                                        ==========   ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current maturities of long-term debt.................. $   12,334   $  106,265
 Accounts payable......................................     49,491       59,212
 Accrued liabilities...................................    175,909      167,900
                                                        ----------   ----------
   Total current liabilities...........................    237,734      333,377
                                                        ----------   ----------

Long-term debt, net of current maturities..............    290,746      143,364

Other long-term liabilities............................    143,238       96,727

Deferred income taxes..................................     33,910       25,861

Stockholders' equity:
 Preferred stock.......................................          -            -
 Common stock $.01 par value, 75,000,000 authorized,
  43,231,412 and 42,936,810 issued, respectively.......        432          429
 Capital in excess of par value........................    325,510      319,810
 Retained earnings.....................................    300,682      227,064
 Accumulated other comprehensive loss, net.............    (27,184)      (8,882)
 Unearned compensation.................................     (4,655)           -
 Treasury stock, at cost, 6,944,827 and
  4,378,774 shares, respectively.......................   (124,463)     (74,306)
                                                        ----------   ----------
   Total stockholders' equity..........................    470,322      464,115
                                                        ----------   ----------
                                                        $1,175,950   $1,063,444
                                                        ==========   ==========

          See accompanying notes to consolidated financial statements.

                                       F-3

                      JACK IN THE BOX INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)



                                                       Fiscal year
                                            ------------------------------------
                                               2003         2002         2001
- --------------------------------------------------------------------------------

Revenues:
   Restaurant sales.......................  $1,864,180  $1,822,902   $1,714,126
   Distribution and other sales...........     108,738      77,445       66,565
   Franchise rents and royalties..........      54,371      45,936       43,825
   Other..................................      31,001      20,077        9,060
                                            ----------  ----------   ----------
                                             2,058,290   1,966,360    1,833,576
                                            ----------  ----------   ----------
Costs of revenues:
   Restaurant costs of sales..............     573,918     555,232      528,070
   Restaurant operating costs.............     984,305     931,686      864,271
   Costs of distribution and other sales..     105,986      75,341       64,490
   Franchised restaurant costs............      25,715      22,125       20,353
                                            ----------  ----------   ----------
                                             1,689,924   1,584,384    1,477,184
                                            ----------  ----------   ----------

Gross profit..............................     368,366     381,976      356,392
Selling, general and administrative.......     228,142     233,426      201,579
                                            ----------  ----------   ----------
Earnings from operations..................     140,224     148,550      154,813

Interest expense..........................      24,838      22,914       24,453
                                            ----------  ----------   ----------

Earnings before income taxes and cumulative
   effect of accounting change............     115,386     125,636      130,360

Income taxes..............................      41,768      42,590       46,300
                                            ----------  ----------   ----------
Earnings before cumulative effect of
   accounting change......................      73,618      83,046       84,060

Cumulative effect of adopting SAB 101.....           -           -       (1,859)
                                            ----------  ----------   ----------

Net earnings..............................  $   73,618  $   83,046   $   82,201
                                            ==========  ==========   ==========

Net earnings per share - basic:
   Earnings before cumulative effect of
     accounting change....................  $     2.02  $     2.11   $     2.17
   Cumulative effect of adopting SAB 101..           -           -         (.05)
                                            ----------  ----------   ----------
   Net earnings per share.................  $     2.02  $     2.11   $     2.12
                                            ==========  ==========   ==========

Net earnings per share - diluted:
   Earnings before cumulative effect of
     accounting change....................  $     1.99  $     2.07   $     2.11
   Cumulative effect of adopting SAB 101..           -           -         (.05)
                                            ----------  ----------   ----------
   Net earnings per share.................  $     1.99  $     2.07   $     2.06
                                            ==========  ==========   ==========

Weighted-average shares outstanding:
   Basic..................................      36,473      39,322       38,791
   Diluted................................      36,968      40,112       39,780



          See accompanying notes to consolidated financial statements.

                                       F-4


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)



                                                                                Fiscal year
                                                                   --------------------------------------
                                                                       2003         2002         2001
- ---------------------------------------------------------------------------------------------------------
                                                                                         

Cash flows from operating activities:
   Net earnings................................................     $  73,618    $  83,046    $  82,201
   Non-cash items included in operations:
     Depreciation and amortization.............................        70,286       70,270       64,195
     Deferred finance cost amortization........................         2,849        2,070        2,075
     Deferred income taxes, excluding the effect of the
       Qdoba acquisition.......................................        15,984       13,300        5,747
     Amortization of unearned compensation expense.............           497            -            -
     Cumulative effect of accounting change....................             -            -        1,859
     Impairment charge.........................................             -        2,517            -
   Tax benefit associated with exercise of stock options.......           188        3,466        7,531
   Gains on the conversion of company-operated restaurants.....       (26,562)     (17,156)      (6,521)
   Changes in assets and liabilities, excluding the effect
       of the Qdoba acquisition:
     Decrease (increase) in receivables........................          (624)       6,007       (7,517)
     Increase in inventories...................................        (1,573)        (620)      (3,271)
     Decrease (increase) in prepaid expenses and other
       current assets..........................................           897       (4,862)          61
     Increase (decrease) in accounts payable...................        (9,890)       4,201        1,954
     Increase (decrease) in other liabilities..................        22,142      (10,228)      18,934
                                                                    ---------    ---------    ---------
     Cash flows provided by operating activities...............       147,812      152,011      167,248
                                                                    ---------    ---------    ---------

Cash flows from investing activities:
   Additions to property and equipment.........................      (111,872)    (142,588)    (166,522)
   Purchase of Qdoba, net of $2,856 cash acquired .............       (42,606)           -            -
   Dispositions of property and equipment......................        27,198        5,085        6,277
   Proceeds from the conversion of Company-operated
     restaurants...............................................         3,740        6,285        3,144
   Decrease (increase) in assets held for sale
     and leaseback.............................................       (22,642)      35,703      (14,474)
   Collections on notes receivable.............................        20,092        4,908        5,012
   Other.......................................................        (7,161)      (1,803)      (5,605)
                                                                    ---------    ---------    ---------
     Cash flows used in investing activities...................      (133,251)     (92,410)    (172,168)
                                                                    ---------    ---------    ---------

Cash flows from financing activities:
   Borrowings under revolving bank loans.......................       510,500      385,140      503,500
   Principal repayments under revolving bank loans.............      (544,500)    (416,140)    (504,500)
   Proceeds from issuance of long-term debt....................       151,450            -            -
   Principal payments on long-term debt, including
     current maturities........................................       (57,632)      (2,264)      (2,034)
   Debt issuance and debt repayment costs......................        (7,843)           -            -
   Repurchase of common stock..................................       (50,157)     (33,287)        (759)
   Proceeds from issuance of common stock......................           363        6,242        8,205
                                                                    ---------    ---------    ---------
     Cash flows provided by (used in) financing activities.....         2,181      (60,309)       4,412
                                                                    ---------    ---------    ---------

Net increase (decrease) in cash and cash equivalents...........     $  16,742    $    (708)   $    (508)
                                                                    =========    =========    =========




          See accompanying notes to consolidated financial statements.

                                       F-5


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                             (Dollars in thousands)



                                    Common stock                               Accumulated
                                -------------------   Capital in                 other
                                 Number of            excess of    Retained   comprehensive     Unearned    Treasury
                                  shares     Amount   par value    earnings       loss        compensation    stock       Total
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   

Balance at October 1, 2000...... 41,483,369  $  415   $  294,380   $ 61,817    $       -       $       -    $ (40,260)  $ 316,352

Shares issued under stock
  plans, net of tax benefit.....    935,373       9       15,727          -            -               -            -      15,736

Purchase of treasury stock......          -       -            -          -            -               -         (759)       (759)

Net earnings....................          -       -            -     82,201            -               -            -      82,201
                                 ----------  ------   ----------   --------    ---------       ---------    ---------   ---------

Balance at September 30, 2001... 42,418,742     424      310,107    144,018            -               -      (41,019)    413,530

Shares issued under stock
  plans, net of tax benefit.....    518,068       5        9,703          -            -               -            -       9,708

Purchase of treasury stock......          -       -            -          -            -               -      (33,287)    (33,287)

Comprehensive income (loss):
  Net earnings..................          -       -            -     83,046            -               -            -      83,046

  Additional minimum
    pension liability, net......          -       -            -          -       (8,882)              -            -      (8,882)
                                 ----------  ------   ----------   --------    ---------       ---------    ---------   ---------
Total comprehensive income
  (loss)........................          -       -            -     83,046       (8,882)              -            -      74,164
                                 ----------  ------   ----------   --------    ---------       ---------    ---------   ---------

Balance at September 29, 2002    42,936,810     429      319,810    227,064       (8,882)              -      (74,306)    464,115

Shares issued under stock
  plans, net of tax benefit.....    294,602       3        5,700          -            -          (5,152)           -         551

Amortization of unearned
  compensation..................          -       -            -          -            -             497            -         497

Purchase of treasury stock......          -       -            -          -            -               -      (50,157)    (50,157)

Comprehensive income (loss):
  Net earnings..................          -       -            -     73,618            -               -            -      73,618

  Additional minimum pension
    liability, net..............          -       -            -          -      (18,302)              -            -     (18,302)
                                 ----------  ------   ----------   --------    ---------       ---------    ---------   ---------
Total comprehensive income
  (loss)........................          -       -            -     73,618      (18,302)              -            -      55,316
                                 ----------  ------   ----------   --------    ---------       ---------    ---------   ---------

Balance at September 28, 2003... 43,231,412  $  432   $  325,510   $300,682    $ (27,184)      $  (4,655)   $(124,463)  $ 470,322
                                 ==========  ======   ==========   ========    =========       =========    =========   =========






          See accompanying notes to consolidated financial statements.

                                       F-6


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of  operations - Jack in the Box Inc. (the  "Company")  operates and
     franchises  JACK IN THE BOX  quick-service  restaurants  and Qdoba  Mexican
     Grill(R) fast-casual restaurants.

     Basis  of  presentation  and  fiscal  year  -  The  consolidated  financial
     statements  include  the  accounts  of the  Company  and  its  wholly-owned
     subsidiaries.  All significant  intercompany  transactions  are eliminated.
     Certain prior year amounts in the  consolidated  financial  statements have
     been  reclassified to conform to the fiscal 2003  presentation.  Our fiscal
     year is 52 or 53 weeks ending the Sunday  closest to September  30.  Fiscal
     years 2003, 2002 and 2001 include 52 weeks.

     Financial  instruments  - The fair  values  of cash  and cash  equivalents,
     accounts and notes  receivable,  accounts  payable and accrued  liabilities
     approximate the carrying  amounts due to their short  maturities.  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.  The estimated fair values
     of our  long-term  debt at  September  28,  2003  and  September  29,  2002
     approximate their carrying values.

     From time-to-time, we use commodity derivatives to reduce the risk of price
     fluctuations  related to raw material  requirements for commodities such as
     beef and pork. We also use utility  derivatives to reduce the risk of price
     fluctuations  related to natural gas. We do not speculate using  derivative
     instruments, and we purchase derivative instruments only for the purpose of
     risk management.

     We account for our  derivative  instruments  and hedging  activities  under
     Statement of Financial  Accounting  Standards ("SFAS") 133,  Accounting for
     Derivative Instruments and Hedging Activities,  as amended by SFAS 137, 138
     and  149.  Our   derivative   instruments   are  not  designated  as  hedge
     transactions. The fair values of our derivative instruments are included in
     the  consolidated  balance  sheets.  The  changes  in the fair value of our
     commodity and natural gas derivatives are reflected in restaurant  costs of
     sales and restaurant  operating  costs,  respectively,  in the consolidated
     statements  of  earnings.  Changes in the fair value of our  interest  rate
     swap,  which expired in June 2001, are included in interest  expense in the
     consolidated statements of earnings for the fiscal year ended September 30,
     2001.

     At  September  28, 2003,  we had no other  material  financial  instruments
     subject to significant market exposure.

     Cash  and  cash  equivalents  - We  invest  cash  in  excess  of  operating
     requirements  only in short-term,  highly liquid  investments with original
     maturities of three months or less, which are considered cash equivalents.

     Inventories  are  valued  at the  lower of cost or  market  on a  first-in,
     first-out basis.

     Assets held for sale and  leaseback  primarily  represent the costs for new
     sites that will be sold and leased  back when  construction  is  completed.
     Gains or losses  realized on the sale leaseback  transactions  are deferred
     and amortized to income over the lease terms.  The leases are classified in
     accordance with SFAS 13, Accounting for Leases.



                                       F-7


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Property and  equipment,  at cost -  Expenditures  for new  facilities  and
     equipment,  and those that  substantially  increase the useful lives of the
     property,  are  capitalized.  Facilities  leased under  capital  leases are
     stated at the present value of minimum  lease  payments at the beginning of
     the lease term, not to exceed fair value.  Maintenance,  repairs, and minor
     renewals are expensed as incurred. When properties are retired or otherwise
     disposed of, the related cost and accumulated depreciation are removed from
     the  accounts,  and gains or losses on the  dispositions  are  reflected in
     results of operations.

     Buildings,  equipment and leasehold  improvements are depreciated using the
     straight-line  method based on the estimated useful lives of the assets, or
     over the lease term for certain  capital  leases  (buildings 15 to 33 years
     and equipment 3 to 30 years).

     Other assets primarily include lease acquisition costs,  deferred franchise
     contract costs,  deferred  finance costs and  company-owned  life insurance
     ("COLI")  policies.  Lease  acquisition  costs represent the fair values of
     acquired lease contracts  having  contractual  rents lower than fair market
     rents and are amortized over the remaining lease term.  Deferred  franchise
     contract costs, which represent the acquired value of franchise  contracts,
     are amortized over the term of the franchise  agreement.  Deferred  finance
     costs  are  amortized  using  the  interest  method  over the  terms of the
     respective loan agreements,  from 4 to 10 years. COLI policies are recorded
     at their cash  surrender  values.  We  purchase  COLI  policies to offset a
     portion of our obligations  under our non-qualified  deferred  compensation
     and defined benefit pension plans.

     Impairment  of  long-lived  assets - Property,  equipment and certain other
     assets are  evaluated for  impairment  when  indicators  of impairment  are
     present.   Impairment  is  recognized  when  the  undiscounted  cash  flows
     estimated  to be  generated  by  those  assets  are less  than the  assets'
     carrying amount.  Long-lived assets that are held for disposal are reported
     at the lower of their carrying value or fair value, less estimated costs to
     sell.

     In  addition,  we evaluate  goodwill and  intangible  assets not subject to
     amortization  annually,  or more frequently if indicators of impairment are
     present.  If the  determined  fair values of these assets are less than the
     related carrying amounts an impairment loss is recognized. We performed our
     annual  impairment  test in the  fourth  quarter of fiscal  year 2003,  and
     determined these assets were not impaired at September 28, 2003.

     Preopening  costs are those typically  associated with the opening of a new
     restaurant  and  consist  primarily  of  employee  training  costs  and are
     expensed as incurred.

     Restaurant closure costs - In June 2002, the Financial Accounting Standards
     Board ("FASB") issued SFAS 146,  Accounting for Costs  Associated with Exit
     or  Disposal  Activities.  This  Statement  requires  that,  subsequent  to
     December 31, 2002, all costs associated with exit or disposal activities be
     recognized  when they are incurred  rather than at the date of a commitment
     to an exit or disposal  plan.  Prior to December 31, 2002, we charged costs
     associated with restaurant closures to operations when management committed
     to closing a restaurant.  Restaurant  closure costs,  which are included in
     selling,  general  and  administrative  expenses,  consist of future  lease
     commitments,  net of anticipated  sublease rentals,  and expected ancillary
     costs.

     Self-insurance  - We  are  self-insured  for  a  portion  of  our  workers'
     compensation,  general  liability,  automotive,  and  employee  medical and
     dental claims.  We utilize a paid loss plan for our workers'  compensation,
     general liability and automotive  programs,  which have  predetermined loss
     limits per  occurrence  and in the  aggregate.  We establish  our insurance
     liability and reserves using  independent  actuarial  estimates of expected
     losses as the basis for  determining  reported  claims  and for  estimating
     claims incurred but not reported.



                                       F-8

                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Franchise operations - Franchise arrangements generally provide for initial
     franchise  fees and  continuing  payments  to us based on a  percentage  of
     sales. Among other things, a franchisee may be provided the use of land and
     building,  generally  for a period  of 20  years,  and is  required  to pay
     negotiated rent, property taxes, insurance and maintenance.  Franchise fees
     are recorded as revenue  when we have  substantially  performed  all of our
     contractual  obligations.  Expenses  associated  with the  issuance  of the
     franchise  are expensed as incurred.  Franchise  royalties  are recorded in
     income on an accrual basis.  Gains on the sale of restaurant  businesses to
     franchisees  are recorded as other  revenue when the sales are  consummated
     and certain other criteria are met.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
     Accounting   Bulletin  ("SAB")  101,   Revenue   Recognition  in  Financial
     Statements.  SAB 101  required  a change in the  recognition  of  franchise
     percentage  rents,  which are contingent  upon certain annual sales levels,
     from an accrual basis to recognition in the period in which the contingency
     is met.  We adopted  SAB 101 in the fourth  quarter of fiscal year 2001 and
     reported  the  cumulative  effect of this  change in our 2001  consolidated
     statement of earnings. Other than the recording of this one-time cumulative
     effect,  the  adoption  of SAB 101 does not have a  material  effect on our
     annual results of operations.

     Advertising  costs - The Company  maintains  marketing  funds which include
     contributions of  approximately 5% and 1% of sales at all  company-operated
     JACK IN THE BOX and Qdoba restaurants, respectively, as well as contractual
     marketing   fees  paid  monthly  by   franchisees.   Production   costs  of
     commercials, programming and other marketing activities are expensed to the
     marketing  funds  when the  advertising  is first  used,  and the  costs of
     advertising are charged to operations as incurred. Our contributions to the
     marketing  funds and  other  marketing  expenses,  which  are  included  in
     selling,   general  and   administrative   expenses  in  the   accompanying
     consolidated statements of earnings,  were $94,807,  $91,157 and $86,539 in
     2003, 2002 and 2001, respectively.

     Income taxes - Deferred tax assets and  liabilities  are recognized for the
     future tax consequences  attributable to differences  between the financial
     statement  carrying  amounts of existing  assets and  liabilities and their
     respective  tax  bases,  as  well as tax  loss  and  credit  carryforwards.
     Deferred tax assets and  liabilities  are measured  using enacted tax rates
     expected to apply to taxable  income in the years in which those  temporary
     differences are expected to be recovered or settled.

     Net  earnings per share - Basic  earnings  per share is computed  using the
     weighted-average shares outstanding during the period. Diluted earnings per
     share is computed using the dilutive  effect of including stock options and
     restricted stock in the calculation of weighted-average shares outstanding.

     Restricted  stock -  Restricted  stock  awards are  recognized  as unearned
     compensation  in  stockholders'  equity  based  upon the fair  value of the
     Company's  common  stock  on  the  award  date.  Unearned  compensation  is
     amortized to compensation expense over the estimated vesting period.



                                       F-9


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Stock options - Stock awards are accounted for under Accounting  Principles
     Board ("APB") Opinion 25,  Accounting for Stock Issued to Employees,  using
     the intrinsic method,  whereby  compensation  expense is recognized for the
     excess,  if any, of the quoted market price of the  Company's  stock at the
     date of grant over the exercise price. Our policy is to grant stock options
     at  fair  value  at the  date  of  grant.  Had  compensation  expense  been
     recognized  for our  stock-based  compensation  plans by applying  the fair
     value  recognition  provisions  of SFAS  123,  Accounting  for  Stock-Based
     Compensation,  we would have  recorded  net earnings and earnings per share
     amounts as follows:



                                                                     2003           2002           2001
      -----------------------------------------------------------------------------------------------------
                                                                                          
      Net earnings, as reported................................. $   73,618     $   83,046     $   82,201
      Deduct: Total stock-based employee compensation
       expense determined under fair value based method
       for all awards, net of taxes.............................      4,808          4,450          4,462
                                                                 ----------     ----------     ----------
      Pro forma net earnings.................................... $   68,810     $   78,596     $   77,739
                                                                 ==========     ==========     ==========

      Net earnings per share:
        Basic-as reported....................................... $     2.02     $     2.11     $     2.12
        Basic-pro forma......................................... $     1.89     $     2.00     $     2.00

        Diluted-as reported..................................... $     1.99     $     2.07     $     2.06
        Diluted-pro forma....................................... $     1.86     $     1.96     $     1.95


     For the pro forma  disclosures,  the  estimated  fair values of the options
     were  amortized  over their vesting  periods of up to five years.  Refer to
     Note 10, Stock-Based Employee  Compensation,  for information regarding the
     assumptions used by the Company in valuing its stock options.

     Segment  reporting - An  operating  segment is defined as a component of an
     enterprise  that  engages  in  business  activities  from which it may earn
     revenues and incur expenses, and about which separate financial information
     is regularly  evaluated by chief operating  decision makers in deciding how
     to allocate resources.  Similar operating segments can be aggregated into a
     single  operating  segment if the businesses  are similar.  Jack in the Box
     Inc. operates its business in two operating  segments,  JACK IN THE BOX and
     Qdoba.

     Estimations  -  In  preparing  the  consolidated  financial  statements  in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America,  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  from,  and
     consider  information  provided  by,  actuaries  and  other  experts  in  a
     particular area. Actual amounts could differ from these estimates.

2.   QDOBA ACQUISITION

     On January  21,  2003 we acquired  100% of the  outstanding  stock of Qdoba
     Restaurant Corporation ("Qdoba"),  operator and franchiser of Qdoba Mexican
     Grill(R),  for approximately $45,000 in cash. Qdoba's results of operations
     have been included since the date of acquisition,  representing 36 weeks of
     operations.  The  purchase  was  financed  by  borrowings  under our credit
     facility.  Qdoba  operates  in the  fast-casual  segment of the  restaurant
     industry  and,  as of  September  28,  2003,  operated  or  franchised  111
     restaurants in 22 states. This acquisition is consistent with the Company's
     long-term strategy to transition from a regional  quick-service  restaurant
     chain to a national restaurant company.


                                      F-10


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except per share data)
                                   (continued)

2.   QDOBA ACQUISITION (continued)

     The following  table  summarizes the fair values of the assets acquired and
     liabilities  assumed at the  acquisition  date.  We utilized a  third-party
     valuation expert to assist us in valuing the intangible assets acquired.

      Current assets.............................................   $    3,326
      Property and equipment and other...........................        8,186
      Intangible assets..........................................       18,000
      Goodwill...................................................       23,617
                                                                    ----------
        Total assets acquired....................................       53,129
      Liabilities assumed........................................        7,667
                                                                    ----------
        Net assets acquired......................................   $   45,462
                                                                    ==========

     Intangible  assets include franchise  contracts,  which are being amortized
     over a period of 26 years, and an unamortized  trademark asset. None of the
     goodwill is deductible for tax purposes.

     The results of Qdoba's  operations  have been included in the  consolidated
     financial  statements  since  January 21, 2003.  Had the  acquisition  been
     completed as of the beginning of the periods  indicated in the table below,
     the Company would have reported the following pro forma amounts:

                                                          2003          2002
     ---------------------------------------------------------------------------

      Total revenues...............................   $2,066,398    $1,988,522
      Net earnings.................................       73,097        80,886

      Net earnings per share - Basic...............   $     2.00         $2.06
      Net earnings per share - Diluted.............   $     1.98         $2.02

     The pro forma results  include  interest  expense on the  Company's  credit
     facility, which was used to finance the acquisition.  The pro forma amounts
     are not necessarily  indicative of the results that would have resulted had
     the acquisition occurred at the beginning of the periods presented,  nor is
     it necessarily indicative of anticipated future results.

3.   INTANGIBLE ASSETS

     SFAS 141, Business Combinations, requires that all business combinations be
     accounted  for using the purchase  method of  accounting  and specifies the
     criteria to use in  determining  whether  intangible  assets  identified in
     purchase  accounting  must  be  recorded   separately  from  goodwill.   We
     determined  that our  trading  area rights  ("TAR"),  which  represent  the
     amounts  allocated  under  purchase  accounting  to  reflect  the  value of
     operating  existing  restaurants  within each specific trading area, do not
     meet the separability criteria of SFAS 141. Therefore,  effective September
     30, 2002, trading area rights were reclassified to goodwill.

     Under  SFAS  142,  Goodwill  and  Other  Intangible  Assets,  goodwill  and
     intangible  assets with  indefinite  lives are no longer  amortized but are
     tested at least annually for impairment.  Separable  intangible assets with
     definite  lives will continue to be amortized over their  estimated  useful
     lives. In accordance with the provisions of SFAS 142, we ceased  amortizing
     goodwill  effective  September 30, 2002. We also performed the transitional
     impairment  test for goodwill in the first quarter,  which  indicated there
     was no impairment upon our adoption of SFAS 142.


                                      F-11


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except per share data)
                                   (continued)

3.   INTANGIBLE ASSETS (continued)

     Intangible  assets  consist of the  following as of September  28, 2003 and
     September 29, 2002:

                                                           2003          2002(1)
     ---------------------------------------------------------------------------

      Amortized intangible assets:
        Gross carrying amount......................     $  61,069     $ 161,145
        Less accumulated amortization..............        40,229        80,771
                                                        ---------     ---------
        Net carrying amount........................     $  20,840     $  80,374
                                                        =========     =========

      Unamortized intangible assets:
        Goodwill...................................     $  90,218     $       -
        Trademark..................................         8,800             -
                                                        ---------     ---------
                                                        $  99,018     $       -
                                                        =========     =========


      (1) Amortized   intangible  assets  at  September  29,  2002  include  TAR
          ($106,705 carrying amount and accumulated amortization of $41,077) and
          goodwill  ($3,094  carrying  amount and  accumulated  amortization  of
          $1,106), which are no longer amortized in 2003.

     The   weighted-average   life  of  the  amortized   intangible   assets  is
     approximately 28 years.  Total  amortization  expense related to intangible
     assets was $2,066 for fiscal year 2003. The estimated  amortization expense
     for each fiscal year through 2007 is $2,300.

     The changes in the carrying amount of goodwill during fiscal year 2003 were
     as follows:



                                                       Jack in the Box    Qdoba         Total
     ------------------------------------------------------------------------------------------
                                                                                

      Balance at September 29, 2002................     $   1,988     $       -      $   1,988
      Reclassification of TAR and other............        64,613             -         64,613
      Goodwill acquired............................             -        23,617         23,617
                                                        ---------     ---------      ---------
      Balance at September 28, 2003................     $  66,601     $  23,617      $  90,218
                                                        =========     =========      =========

     Had the provisions of SFAS 142 been adopted at the beginning of the periods
     presented below, the Company would have reported net earnings and basic and
     diluted per share amounts as follows:

                                                            2003           2002          2001
     ------------------------------------------------------------------------------------------

      Net earnings, as reported....................     $  73,618     $  83,046      $  82,201
      Goodwill and TAR amortization, net of taxes..             -         2,848          2,775
                                                        ---------     ---------      ---------
      Adjusted net earnings .......................     $  73,618     $  85,894      $  84,976
                                                        =========     =========      =========

      Net earnings, as reported - basic............     $    2.02     $    2.11      $    2.12
      Goodwill and TAR amortization, net of taxes..             -           .07            .07
                                                        ---------     ---------      ---------
      Adjusted net earnings- basic.................     $    2.02     $    2.18      $    2.19
                                                        =========     =========      =========

      Net earnings, as reported - diluted..........     $    1.99     $    2.07      $    2.06
      Goodwill and TAR amortization, net of taxes..             -           .07            .08
                                                        ---------     ---------      ---------
      Adjusted net earnings- diluted...............     $    1.99     $    2.14      $    2.14
                                                        =========     =========      =========



                                      F-12


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)


4.   LONG-TERM DEBT
                                                                                         2003           2002
     ---------------------------------------------------------------------------------------------------------
                                                                                                  

      The detail of long-term debt at each year-end follows:
       Term loan, variable interest rate based on an applicable margin plus
         LIBOR, 4.42% at September 28, 2003, quarterly payments of $375 through
         January 31, 2004 and $3,125 thereafter, due in equal
         installments on April 30, 2007 and July 23, 2007.......................     $  149,250     $        -
       Bank loans, replaced during fiscal year 2003.............................              -         34,000
       Senior subordinated notes, 8 3/8% interest, net of discount of $95
         and $116, respectively, reflecting an 8.4% effective interest rate
         due April 15, 2008, redeemable beginning April 15, 2003................        124,905        124,884
       Financing lease obligations, net of discounts of $223 at September 29,
         2002, retired during fiscal year 2003..................................              -         69,777
       Secured notes, 11 1/2% interest, due in monthly
         installments through May 1, 2005.......................................          2,489          3,887
       Capitalized lease obligations, 9.41% average interest rate...............         23,529         15,290
       Other notes, principally unsecured, 10% average interest rate ...........          2,907          1,791
                                                                                     ----------     ----------
                                                                                        303,080        249,629
       Less current portion.....................................................         12,334        106,265
                                                                                     ----------     ----------
                                                                                     $  290,746     $  143,364
                                                                                     ==========     ==========


     On January 22, 2003,  we replaced our existing  revolving  credit  facility
     with a new senior credit  facility.  Our new credit  facility  provides for
     borrowings in the  aggregate  amount of $350,000 and is comprised of: (i) a
     $200,000 revolving credit facility maturing on January 23, 2006 with a rate
     of London  Interbank  Offered Rate ("LIBOR") plus 2.25% and (ii) a $150,000
     term loan  maturing on July 23, 2007 with a rate of LIBOR plus 3.25%.  This
     new 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 annual commitment rate are based on a financial leverage
     ratio,  as  defined  in the  credit  agreement.  To secure  our  respective
     obligations  under the new credit facility,  the Company and certain of its
     subsidiaries  granted liens on substantially  all personal property assets.
     Under  certain   circumstances,   the  Company  and  each  of  its  certain
     subsidiaries  will be  required  to grant  liens in certain  real  property
     assets to secure its respective  obligations under the new credit facility.
     Additionally,  certain  of our  real and  personal  property  secure  other
     indebtedness  of the Company.  At September  28, 2003, we had no borrowings
     under  our  revolving  credit  facility  and   approximately   $168,200  of
     availability under the agreement.

     In December 2003, we began efforts to secure a new $275,000  senior secured
     term loan and to amend our existing revolving credit facility. We intend to
     use the proceeds from the new term loan to refinance our existing  $150,000
     term loan and redeem $125,000 of 8 3/8% senior subordinated notes due April
     15, 2008. The amended  revolving  credit  facility will continue to support
     general corporate purposes.  In the event that we are unable to obtain this
     new  facility on  acceptable  terms,  the current  facility  will remain in
     place,  and we believe it is  adequate  to support  the  Company's  current
     operations and anticipated growth.

     We are subject to a number of customary  covenants under our various credit
     agreements,  including limitations on additional borrowings,  acquisitions,
     loans to franchisees,  capital expenditures, lease commitments and dividend
     payments, and requirements to maintain certain financial ratios, cash flows
     and net worth.  As of September 28, 2003, we were in compliance with all of
     these covenants.



                                      F-13


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Dollars in thousands, except per share data)
                                   (continued)

4.   LONG-TERM DEBT (continued)

     In January  1994, we entered into  financing  lease  arrangements  with two
     limited partnerships (the "Partnerships"), in which we sold interests in 76
     restaurants  for a  specified  period  of  time.  The  acquisition  of  the
     properties,  including costs and expenses,  was funded through the issuance
     of $70,000 in 10.3% senior secured notes by a special  purpose  corporation
     acting as agent for the  Partnerships.  On August 29, 2002, we entered into
     an agreement to repurchase the interests in the restaurant  properties that
     had been encumbered by the financing lease obligations for a consent fee of
     $1,300.  On January 2, 2003, we used  borrowings  under our credit facility
     and  previous  sinking  fund  payments to  reacquire  the  interests in the
     restaurant  properties and retire the high interest rate bearing  financing
     lease obligations.

     Aggregate maturities on all long-term debt are $12,334,  $16,575,  $15,737,
     $120,541 and $128,606 for the years 2004 through 2008, respectively.

     Interest  capitalized during the construction  period of restaurants and in
     2003 the Company's Innovation Center was $1,130, $1,696 and $2,441 in 2003,
     2002 and 2001, respectively.

5.   LEASES

     As Lessee - We lease  restaurants and other  facilities under leases having
     terms  expiring at various dates through 2054.  The leases  generally  have
     renewal  clauses of 5 to 20 years  exercisable  at our option  and, in some
     instances,  have provisions for contingent  rentals based upon a percentage
     of defined revenues. Total rent expense was as follows:

                                            2003          2002          2001
     ---------------------------------------------------------------------------
      Minimum rentals...................  $ 167,109     $ 152,754     $ 135,151
      Contingent rentals................      6,029         7,292         7,200
                                          ---------     ---------     ---------
                                            173,138       160,046       142,351
      Less sublease rentals.............    (17,744)      (15,113)      (13,629)
                                          ---------     ---------     ---------
                                          $ 155,394     $ 144,933     $ 128,722
                                          =========     =========     =========

     Future  minimum lease  payments  under capital and operating  leases are as
     follows:

      Fiscal                                              Capital    Operating
       year                                               leases       leases
     ---------------------------------------------------------------------------
       2004...........................................  $   4,513    $  159,452
       2005...........................................      4,496       148,450
       2006...........................................      4,472       136,440
       2007...........................................      4,442       125,118
       2008...........................................      4,068       113,680
       Thereafter.....................................     13,966       835,732
                                                        ---------    ----------
      Total minimum lease payments....................     35,957    $1,518,872
                                                        ---------    ==========
      Less amount representing interest...............    (12,428)
                                                        ---------
      Present value of obligations under capital
        leases........................................     23,529
      Less current portion............................     (2,113)
                                                        ---------
      Long-term capital lease obligations.............  $  21,416
                                                        =========



                                      F-14


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

5.   LEASES (continued)

     Total  minimum  lease  payments  have not been  reduced for future  minimum
     sublease  rents of $272,378  expected to be recovered  under our  operating
     subleases.  Assets  recorded  under capital leases are included in property
     and equipment and consisted of the following at each year-end:

                                                          2003          2002
     ---------------------------------------------------------------------------
      Buildings.......................................  $  21,386     $  21,386
      Equipment.......................................      9,222             -
                                                        ---------     ---------
                                                           30,608        21,386
      Less accumulated amortization...................     (8,847)       (7,881)
                                                        ---------     ---------
                                                        $  21,761     $  13,505
                                                        =========     =========

     As Lessor - We lease or sublease  restaurants  to certain  franchisees  and
     others  under  agreements  that  generally   provide  for  the  payment  of
     percentage rentals in excess of stipulated  minimum rentals,  usually for a
     period of 20 years. Total rental revenue was $32,749,  $28,755 and $27,213,
     including contingent rentals of $9,319,  $10,559 and $11,091, in 2003, 2002
     and 2001, respectively.

     The  minimum  rents   receivable   expected  to  be  received  under  these
     non-cancelable leases, excluding contingent rentals, are as follows:

      Fiscal                                              Capital     Operating
       year                                               leases        leases
     ---------------------------------------------------------------------------
       2004...........................................  $     350     $  27,027
       2005...........................................        350        25,867
       2006...........................................        350        23,806
       2007...........................................        350        21,754
       2008...........................................        350        19,992
       Thereafter.....................................      4,645       177,269
                                                        ---------     ---------
      Total minimum future rentals....................      6,395     $ 295,715
                                                        ---------     =========
      Less amount representing unearned income........     (5,928)
                                                        ---------
      Net investment (included in other assets).......  $     467
                                                        =========

     Land and building  assets held for lease were  $51,603 and $42,509,  net of
     accumulated  amortization  of $27,668 and $26,078 as of September  28, 2003
     and September 29, 2002, respectively.

6.   RESTAURANT CLOSING AND IMPAIRMENT CHARGES

     In the fourth quarter of fiscal year 2002,  management committed to closing
     eight under-performing restaurants during 2003. As a result of management's
     plan to close these  restaurants,  in 2002 we recorded  non-cash charges of
     $2,517 for the impairment of the related  long-lived  assets and lease exit
     charges of $3,915. These charges have been included in selling, general and
     administrative expenses in the consolidated statements of earnings.

     Total  accrued  restaurant  closing  costs  were  $7,011  and  $6,966 as of
     September 28, 2003 and September 29, 2002,  respectively,  and are included
     in accrued expenses and other long-term  liabilities.  In fiscal year 2003,
     lease  exit costs of $1,516  were  charged to  operations,  resulting  from
     revisions to certain sublease assumptions, and cash payments of $1,471 were
     applied against the restaurant closing costs accrual.




                                      F-15


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

7.   INCOME TAXES

     The fiscal year income taxes consist of the following:

                                                 2003        2002        2001
     ---------------------------------------------------------------------------
      Federal - current....................... $ 21,137    $ 24,745    $ 34,658
              - deferred......................   15,634      11,249       5,419
      State   - current.......................    4,647       4,545       4,695
              - deferred......................      350       2,051         328
                                               --------    --------    --------
      Subtotal................................   41,768      42,590      45,100

      Income tax benefit related to cumulative
        effect of accounting change ..........        -           -       1,200
                                               --------    --------    --------
      Income taxes............................ $ 41,768    $ 42,590    $ 46,300
                                               ========    ========    ========

     A reconciliation  of the federal statutory income tax rate to our effective
     tax rate is as follows:

                                                         2003     2002     2001
     ---------------------------------------------------------------------------
      Computed at federal statutory rate..............   35.0%    35.0%    35.0%
      State income taxes, net of federal tax benefit..    2.8      3.6      2.5
      Benefit of jobs tax credits.....................   (1.2)    (1.1)    (1.2)
      Adjustment of tax loss, contribution and
        tax credit carryforwards......................      -        -      1.7
      Reduction to valuation allowance................      -        -     (2.6)
      Adjustment to estimated tax accruals............    (.6)    (4.4)       -
      Other, net......................................     .2       .8       .1
                                                         ----     ----     ----
                                                         36.2%    33.9%    35.5%
                                                         ====     ====     ====

     The tax  effects of  temporary  differences  that give rise to  significant
     portions  of  deferred  tax assets and  deferred  tax  liabilities  at each
     year-end are presented below:


                                                                                       2003           2002
     --------------------------------------------------------------------------------------------------------
                                                                                                 
      Deferred tax assets:
       Accrued pension and postretirement benefits..............................     $ 29,716       $ 19,229
       Accrued insurance........................................................       14,585         11,222
       Accrued vacation pay expense.............................................       11,796         10,711
       Deferred income..........................................................       13,836         13,248
       Other reserves and allowances............................................        8,787         10,489
       Tax loss and tax credit carryforwards....................................          626              -
       Other, net...............................................................        8,004          7,812
                                                                                     --------       --------
       Total gross deferred tax assets..........................................       87,350         72,711
                                                                                     --------       --------

      Deferred tax liabilities:
       Property and equipment, principally due to differences in depreciation...      100,184         85,139
       Intangible assets........................................................       21,076         13,433
                                                                                     --------       --------
       Total gross deferred tax liabilities.....................................      121,260         98,572
                                                                                     --------       --------
       Net deferred tax liabilities.............................................     $ 33,910       $ 25,861
                                                                                     ========       ========


     During fiscal year 2002, we finalized an examination  by the U.S.  Internal
     Revenue  Service  ("IRS") for tax years 1997 to 1999.  This exam included a
     review of the tax  treatment  of certain  settlements  that we entered into
     during these years.  We recognized  tax benefits,  primarily as a result of
     the resolution of these items, which reduced our fiscal year 2002 provision
     for  income  taxes.  During  fiscal  year 2003,  our lower  income tax rate
     results  primarily  from the favorable  resolution of a  long-standing  tax
     matter.




                                      F-16


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

7.   INCOME TAXES (continued)

     As of September 28, 2003, we had tax loss carryforwards,  which may be used
     to reduce regular federal income taxes. These carryforwards begin to expire
     in 2019.

     As of September 28, 2003, we had not recorded a valuation allowance because
     we believe it is more likely than not that the net deferred tax assets will
     be realized through future taxable income or alternative tax strategies.

     From time-to-time, we may take positions for filing our tax returns,  which
     may differ  from the  treatment  of the same item for  financial  reporting
     purposes.  The ultimate outcome of these items will not be known until such
     time as the IRS has  completed  its  examination  or until the  statute  of
     limitations has expired.

8.   RETIREMENT, SAVINGS AND BONUS PLANS

     We have  non-contributory  defined  benefit  pension plans  covering  those
     employees meeting certain eligibility requirements. These plans are subject
     to modification at any time. The plans provide retirement benefits based on
     years of service and  compensation.  It is our practice to fund  retirement
     costs as necessary.


                                                            Qualified plans             Non-qualified plan
                                                        ------------------------     ------------------------
                                                          2003          2002           2003           2002
     --------------------------------------------------------------------------------------------------------
                                                                                          

      Change in benefit obligation:
        Benefit obligation at beginning of year.......  $ 94,088      $ 79,503       $ 23,590       $ 22,672
        Service cost..................................     5,357         4,586            511            298
        Interest cost.................................     7,186         6,063          1,725          1,747
        Actuarial (gain) loss.........................    34,001         5,779          5,573           (672)
        Benefits paid.................................    (2,117)       (1,843)        (1,016)          (795)
        Plan amendment................................     1,080             -          1,280            340
                                                        --------      --------       --------       --------
        Benefit obligation at end of year.............  $139,595      $ 94,088       $ 31,663       $ 23,590
                                                        ========      ========       ========       ========

      Change in plan assets:
        Fair value of plan assets at beginning of year  $ 64,907      $ 70,403       $      -       $      -
        Actual return on plan assets..................     2,543        (7,573)             -              -
        Employer contributions........................    19,595         3,920          1,016            795
        Benefits paid.................................    (2,117)       (1,843)        (1,016)          (795)
                                                        --------      --------       --------       --------
        Fair value of plan assets at end of year......  $ 84,928      $ 64,907       $      -       $      -
                                                        ========      ========       ========       ========

      Reconciliation of funded status:
        Funded status.................................  $(54,667)     $(29,181)      $(31,663)      $(23,590)
        Unrecognized net loss.........................    62,064        26,516          8,590          3,090
        Unrecognized prior service cost...............       956           (31)         5,570          4,892
        Additional contribution.......................         -        15,195              -              -
                                                        --------      --------       --------       --------
        Net amount recognized.........................  $  8,353      $ 12,499       $(17,503)      $(15,608)
                                                        ========      ========       ========       ========
      Amounts recognized in the statement of
         financial position consist of:
        Accrued benefit liability.....................  $(30,735)     $(15,155)      $(29,430)      $(22,578)
        Accumulated other comprehensive loss..........    38,132        12,459          6,357          2,078
        Additional contribution ......................         -        15,195              -              -
        Intangible assets.............................       956             -          5,570          4,892
                                                        --------      --------       --------       --------
        Net amount recognized.........................  $  8,353      $ 12,499       $(17,503)      $(15,608)
                                                        ========      ========       ========       ========





                                      F-17


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

8.   RETIREMENT, SAVINGS AND BONUS PLANS (continued)

     A minimum  pension  liability  adjustment is required when the  accumulated
     benefit  obligation  exceeds  the fair  value of plan  assets  and  accrued
     benefit  liabilities  at the  measurement  date.  The downturn in the fixed
     income and equity  markets has caused the market  value of our pension plan
     assets to decline,  and lower  interest  rates have caused our  accumulated
     benefit obligation to increase.  As a result, we were required to recognize
     an additional minimum pension liability at September 28, 2003 and September
     29, 2002. The additional  liability  recognized in both years resulted in a
     cumulative  charge  to  other  comprehensive  income  in  the  consolidated
     statements  of  stockholders'  equity of  $27,183,  an  increase of $18,301
     compared  with a year ago when the Company  recorded a charge of $8,882 for
     similar reasons.  All defined benefit pension plan obligations,  regardless
     of the funding status of the underlying  plans,  are fully supported by the
     financial strength of the Company.

     In  determining  the  present  values of  benefit  obligations,  we assumed
     discount rates of 6.15% and 7.30% at the measurement dates of June 30, 2003
     and 2002, respectively. The assumed rate of increase in compensation levels
     was  3.5%,  in 2003 and  2002,  for the  qualified  plans  and 5.0% for the
     non-qualified plan in 2003 and 2002. The long-term rate of return on assets
     was 7.5% and 8.5%, respectively,  in 2003 and 2002. Assets of the qualified
     plans consist primarily of listed stocks and bonds.

     The components of the fiscal year net defined  benefit  pension cost are as
     follows:



                                               Qualified plans              Non-qualified plan
                                         ---------------------------   ---------------------------
                                          2003      2002      2001      2003      2002      2001
     ---------------------------------------------------------------------------------------------
                                                                           
      Service cost.....................  $ 5,357   $ 4,586   $ 3,917   $   511   $   298   $   255
      Interest cost....................    7,186     6,063     5,442     1,725     1,747     1,432
      Expected return on plan assets...   (6,468)   (5,917)   (5,889)        -         -         -
      Recognized actuarial loss........    2,378         -         -         -         -         -
      Net amortization.................       93       (36)      (28)      674       770       508
                                         -------   -------   -------   -------   -------   -------
      Net periodic pension cost........  $ 8,546   $ 4,696   $ 3,442   $ 2,910   $ 2,815   $ 2,195
                                         =======   =======   =======   =======   =======   =======


     We  maintain  savings  plans  pursuant  to Section  401(k) of the  Internal
     Revenue Code which allows  administrative  and clerical  employees who have
     satisfied  the  service  requirements  and  reached  age  21,  to  defer  a
     percentage of their pay on a pre-tax  basis.  We contribute an amount equal
     to 50% of the first 4% of compensation that is deferred by the participant.
     Our contributions under these plans were $1,874, $1,838 and $1,651 in 2003,
     2002 and 2001,  respectively.  We also maintain an unfunded,  non-qualified
     deferred  compensation  plan,  which was created in 1990 for key executives
     and other members of management who are excluded from  participation in the
     qualified savings plan. This plan allows participants to defer up to 50% of
     their  salary  and 100% of their  bonus,  on a pre-tax  basis.  We match an
     amount  equal to 100% of the  first 3%  contributed  by the  employee.  Our
     contributions under the non-qualified deferred compensation plan were $685,
     $617  and $680 in  2003,  2002 and  2001,  respectively.  In each  plan,  a
     participant's  right to  Company  contributions  vests at a rate of 25% per
     year of service.

     We maintain  bonus plans that allow certain  officers and management of the
     Company to earn annual bonuses based upon achievement of certain  financial
     and performance  goals approved by the Compensation  Committee of our Board
     of Directors.  Under these plans,  $484,  $3,682 and $1,297 was expensed in
     2003, 2002 and 2001, respectively.





                                      F-18


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

8.   RETIREMENT, SAVINGS AND BONUS PLANS (continued)

     We  maintain a deferred  compensation  plan for  non-management  directors.
     Under  the  plan's  equity  option,  those  who  are  eligible  to  receive
     directors'  fees  or  retainers  may  choose  to  defer  receipt  of  their
     compensation.  The amounts deferred are converted into stock equivalents at
     the  then-current  market price of our common stock. We provide a deferment
     credit  equal to 25% of the  compensation  initially  deferred.  Under this
     plan,  our  liability  is adjusted at the end of each  reporting  period to
     reflect the  then-current  market price of our common stock.  In 2003, 2002
     and  2001 we  (credited)  expensed  a total  of  $(95),  $(312)  and  $234,
     respectively,  for both the  deferment  credit  and the stock  appreciation
     (depreciation) on the deferred compensation.

9.   POSTRETIREMENT BENEFIT PLAN

     We sponsor a health care plan that provides postretirement medical benefits
     for  employees who meet minimum age and service  requirements.  The plan is
     contributory,  with retiree contributions  adjusted annually,  and contains
     other cost-sharing features such as deductibles and coinsurance. Our policy
     is to fund  the cost of  medical  benefits  in  amounts  determined  at the
     discretion of management.

                                                           2003          2002
     ---------------------------------------------------------------------------
      Change in benefit obligation:
        Benefit obligation at beginning of year.......  $  9,099      $   7,729
        Service cost..................................       322            278
        Interest cost.................................       661            595
        Participant contributions.....................        36             46
        Actuarial loss................................     3,631            676
        Benefits paid.................................      (206)          (225)
                                                        --------      ---------
        Benefit obligation at end of year.............  $ 13,543      $   9,099
                                                        ========      =========

      Change in plan assets:
        Fair value of plan assets at beginning of year  $      -      $       -
        Employer contributions........................       170            179
        Participant contributions.....................        36             46
        Benefits paid.................................      (206)          (225)
                                                        --------      ---------
        Fair value of plan assets at end of year......  $      -      $       -
                                                        ========      =========

      Reconciliation of funded status:
        Funded status.................................  $(13,543)     $  (9,099)
        Unrecognized net gain.........................    (5,413)        (9,957)
                                                        --------      ---------
        Net liability recognized......................  $(18,956)     $ (19,056)
                                                        ========      =========

     All of the net liability  recognized in the reconciliation of funded status
     is included as an accrued  benefit  liability in the  consolidated  balance
     sheets. In determining the above information, we assumed a discount rate of
     6.15%  and  7.30%  at the  measurement  dates of June  30,  2003 and  2002,
     respectively.

     The components of the fiscal year net periodic  postretirement benefit cost
     are as follows:

                                                      2003      2002      2001
     ---------------------------------------------------------------------------
      Service cost.................................  $  322    $  278    $  247
      Interest cost................................     661       595       537
      Net amortization.............................    (914)   (1,113)   (1,282)
                                                     ------    ------    ------
      Net periodic benefit (income) cost...........  $   69    $ (240)   $ (498)
                                                     ======    ======    ======





                                      F-19


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

9.   POSTRETIREMENT BENEFIT PLAN (continued)

     For measurement  purposes, a 12.0% and 12.5% annual rate of increase in the
     per capita cost of covered benefits (i.e., health care cost trend rate) was
     assumed  for 2004 for plan  participants  under age 65 and age 65 or older,
     respectively. These trend rate assumptions decrease in each successive year
     until reaching 5.0% in 2014. The health care cost trend rate assumption has
     a significant effect on the amounts reported.  For example,  increasing the
     assumed  health  care cost trend  rates by 1.0%  percent in each year would
     increase the accumulated  postretirement benefit obligation as of September
     28, 2003 by $2,325, or 17.2%, and the aggregate of the service and interest
     cost  components  of net periodic  postretirement  benefit cost for 2003 by
     $199, or 20.2%.

10.  STOCK-BASED EMPLOYEE COMPENSATION

     We  offer  stock  plans to  attract,  retain  and  motivate  key  officers,
     non-employee  directors and  employees to work toward the future  financial
     success  of  the  Company.  All  of  the  Plans  are  administered  by  the
     Compensation  Committee of the Board of Directors and have been approved by
     the stockholders of the Company.

     In January  1992, we adopted the 1992 Employee  Stock  Incentive  Plan (the
     "1992  Plan")  and,  as part of a merger,  assumed  outstanding  options to
     employees under our  predecessor's  1990 Stock Option Plan.  Under the 1992
     Plan, employees are eligible to receive stock options, restricted stock and
     other various stock-based awards.  Subject to certain adjustments,  up to a
     maximum of 3,775,000 shares of common stock may be sold or issued under the
     1992 Plan.  No awards  shall be  granted  after  January 3, 2002,  although
     common stock may be issued  thereafter  pursuant to awards granted prior to
     such date.

     In August 1993,  we adopted the 1993 Stock  Option Plan (the "1993  Plan").
     Under the 1993 Plan,  employees  who do not receive stock options under the
     1992 Plan are eligible to receive  annually stock options with an aggregate
     exercise  price  equivalent  to a percentage  of their  eligible  earnings.
     Subject to certain  adjustments,  up to a maximum  of  3,000,000  shares of
     common stock may be sold or issued under the 1993 Plan.  No awards shall be
     granted  after  February  12,  2003,  although  common  stock may be issued
     thereafter pursuant to awards granted prior to such date.

     In February  1995, we adopted the  Non-Employee  Director Stock Option Plan
     (the "Director  Plan").  Under the Director Plan, any eligible  director of
     Jack  in  the  Box  Inc.  who  is not an  employee  of the  Company  or its
     subsidiaries  is granted  annually an option to  purchase  shares of common
     stock at fair  market  value.  The  actual  number  of  shares  that may be
     purchased  under the  option is based on the  relationship  of a portion of
     each director's  compensation to the fair market value of the common stock,
     but is limited to a maximum of 10,000 shares  annually.  Subject to certain
     adjustments,  up to a maximum of 650,000 shares of common stock may be sold
     or issued under the Director  Plan.  Unless  sooner  terminated,  no awards
     shall be granted  after  February  17, 2005,  although  common stock may be
     issued thereafter pursuant to awards granted prior to such date.

     In February 2002, we adopted the Jack in the Box Inc. 2002 Stock  Incentive
     Plan (the "2002  Plan"),  to continue the  objectives  of the 1992 Employee
     Stock Incentive Plan. Under the 2002 Plan, officers and other key employees
     are eligible to receive stock options and incentive  stock awards.  Subject
     to certain adjustments, up to a maximum of 1,900,000 shares of common stock
     may be sold or issued under the 2002 Plan.

     The terms and  conditions  of the  stock-based  awards  under the plans are
     determined by the Compensation  Committee of the Board of Directors on each
     award date and may include provisions for the exercise price,  expirations,
     vesting,  restriction  on sales  and  forfeiture,  as  applicable.  Options
     granted  under the plans have terms not  exceeding 11 years and provide for
     an option  exercise  price of not less than 100% of the quoted market value
     of the common stock at the date of grant.



                                      F-20


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

10.  STOCK-BASED EMPLOYEE COMPENSATION (continued)

     The  following is a summary of stock  option  activity for the three fiscal
     years ended September 28, 2003:


                                                                     Option exercise price per share
                                                                     -------------------------------
                                                                                        Weighted-
                                                          Shares           Range         average
     -----------------------------------------------------------------------------------------------
                                                                                  
      Balance at October 1, 2000...................     4,056,430     $ 1.13 - 26.63     $15.16
       Granted.....................................       996,699      26.00 - 32.77      26.27
       Exercised...................................      (935,373)      1.13 - 26.63       8.51
       Canceled....................................      (119,655)      5.75 - 26.63      23.20
                                                        ---------
      Balance at September 30, 2001................     3,998,101       4.19 - 32.77      19.24
       Granted.....................................       815,341      23.00 - 31.87      25.01
       Exercised...................................      (518,068)     22.52 - 34.09      29.56
       Canceled....................................      (114,442)      7.50 - 26.63      24.42
                                                        ---------
      Balance at September 29, 2002................     4,180,932       4.19 - 32.77      21.12
       Granted.....................................       879,196      22.98 - 15.37      20.71
       Exercised...................................       (42,002)     15.94 - 23.29      20.41
       Canceled....................................      (126,233)      5.75 - 26.63      23.14
                                                        ---------
      Balance at September 28, 2003................     4,891,893       4.19 - 32.77      21.10
                                                        =========


     The  following is a summary of stock options  outstanding  at September 28,
     2003:



                                        Options outstanding                        Options exercisable
                        ---------------------------------------------------   -----------------------------
                                         Weighted-average      Weighted-                       Weighted-
         Range of          Number      remaining contractual    average         Number          average
      exercise prices   outstanding        life in years     exercise price   exercisable    exercise price
     ------------------------------------------------------------------------------------------------------
                                                                                  

      $ 4.19 - 19.06     1,394,099             3.84            $ 13.11         1,367,099       $ 13.06
       19.51 - 23.25     1,385,973             8.27              21.87           422,790         22.96
       23.88 - 26.00     1,627,820             8.01              25.46           706,624         25.48
       26.63 - 32.77       484,001             6.40              27.19           378,387         26.90
                         ---------                                             ---------
        4.19 - 32.77     4,891,893             6.74              21.10         2,874,900         19.39
                         =========                                             =========


     At September  28, 2003,  September  29, 2002 and  September  30, 2001,  the
     number of options  exercisable  were  2,874,900,  2,228,821 and  2,158,151,
     respectively,  and the  weighted-average  exercise  prices of those options
     were $19.39, $17.71, and $14.81, respectively.

     The  weighted-average  fair  value of  options  granted  was $9.18 in 2003,
     $11.35 in 2002 and $12.70 in 2001.  The fair value of each  option  granted
     has  been   estimated  on  the  date  of  grant  using  the   Black-Scholes
     option-pricing  model.   Valuation  models  require  the  input  of  highly
     subjective  assumptions,  including  the expected  volatility  of the stock
     price.  Therefore,  in  management's  opinion,  the existing  models do not
     necessarily  provide a reliable  single  measure  of the value of  employee
     stock options.  The following  weighted-average  assumptions  were used for
     stock option grants in each fiscal year:

                                                     2003      2002      2001
     --------------------------------------------------------------------------
      Risk-free interest rate......................   3.6%      4.2%      5.8%
      Volatility...................................  40.0%     40.0%     40.0%
      Dividends....................................   0.0%      0.0%      0.0%
      Expected life................................ 6 years   6 years   6 years




                                      F-21


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

10.  STOCK-BASED EMPLOYEE COMPENSATION (continued)

     The  Company  awarded  252,600  shares  of  restricted   stock  to  certain
     executives during fiscal year 2003. These restricted stock awards have been
     recognized as unearned  compensation in stockholders' equity based upon the
     fair  value of the  Company's  common  stock on the  award  date.  Unearned
     compensation  is  amortized  to  compensation  expense  over the  estimated
     vesting period. In 2003, $497 was expensed in connection with these awards.

11.  STOCKHOLDERS' EQUITY

     Preferred stock - We have 15,000,000  shares of preferred stock  authorized
     for  issuance at a par value of $.01 per share.  No  preferred  shares have
     been issued.

     On July 26,  1996,  the  Board of  Directors  declared  a  dividend  of one
     preferred  stock purchase right (a "Right") for each  outstanding  share of
     our common stock, which Rights expire on July 26, 2006. Each Right entitles
     a  stockholder  to  purchase  for an  exercise  price  of $40,  subject  to
     adjustment,  one  one-hundredth of a share of the Company's Series A Junior
     Participating  Cumulative Preferred Stock, or, under certain circumstances,
     shares of common stock of Jack in the Box Inc. or a successor  company with
     a market value equal to two times the exercise price. The Rights would only
     become  exercisable  for all  other  persons  when any  person  acquires  a
     beneficial  interest of at least 20% of the  Company's  outstanding  common
     stock.  The Rights  have no voting  privileges  and may be  redeemed by the
     Board of  Directors  at a price of $.001 per Right at any time  prior to or
     shortly  after the  acquisition  of a  beneficial  ownership  of 20% of the
     outstanding  common  shares.  There are  383,486  shares of Series A Junior
     Participating   Cumulative  Preferred  Stock  reserved  for  issuance  upon
     exercise of the Rights.

     Treasury stock - Pursuant to a stock repurchase  program  authorized by our
     Board of  Directors,  the Company  repurchased  2,566,053,  1,208,200,  and
     35,800 shares of our common stock for  approximately  $50,157,  $33,287 and
     $759 during 2003,  2002 and 2001,  respectively.  At September 28, 2003, we
     had no repurchase availability remaining.

     Accumulated   other   comprehensive   loss  -  Minimum  pension   liability
     adjustments comprise the only components of accumulated other comprehensive
     loss at September 28, 2003 and September 29, 2002.



                                      F-22


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

12.  AVERAGE SHARES OUTSTANDING

     Net   earnings   per   share  for  each   fiscal   year  is  based  on  the
     weighted-average  number  of common  shares  outstanding  during  the year,
     determined as follows (in thousands):

                                                         2003     2002     2001
     ---------------------------------------------------------------------------
      Shares outstanding, beginning of fiscal year....  38,558   39,248  38,348
      Effect of common stock issued...................      15      274     470
      Effect of common stock reacquired...............  (2,100)    (200)    (27)
                                                        ------   ------  ------
      Weighted-average shares outstanding - basic.....  36,473   39,322  38,791
      Assumed additional shares issued upon exercise
       of stock options, net of shares reacquired
       at the average market price....................     288      790     989
      Effect of restricted stock issued...............     207        -       -
                                                        ------   ------  ------
      Weighted-average shares outstanding - diluted...  36,968   40,112  39,780
                                                        ======   ======  ======

     The  diluted   weighted-average  shares  outstanding  computation  excludes
     3,546,906, 468,050 and 496,125 antidilutive stock options in 2003, 2002 and
     2001, respectively.

13.  COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

     Commitments - During fiscal year 2003, the Company  entered into a purchase
     agreement  to  sell  25   company-operated   restaurants   to  an  existing
     franchisee, subject to certain conditions. Though September 28, 2003, 12 of
     the restaurants  had been  converted,  and the remaining 13 restaurants are
     expected  to convert  during the first and second  quarters  of fiscal year
     2004.

     The  Company  is  principally  liable  for  lease  obligations  on  various
     properties  sub-leased to third parties.  We are also obligated under lease
     guarantee agreements  associated with two Chi Chi's restaurant  properties.
     Due to the bankruptcy of the Chi-Chi's  restaurant chain,  previously owned
     by the Company, we are obligated to perform in accordance with the terms of
     the two guarantee agreements,  as well as three other lease agreements.  As
     of September  28, 2003, we had accrued  approximately  $2,625 in connection
     with these lease obligations,  which expire over the respective lease terms
     ending  in 2010 and 2011.  The  Company  anticipates  it will not incur any
     additional charges related to the Chi Chi's bankruptcy in future years.

     Legal  Proceedings  - On April  18,  2001,  an  action  was filed by Robert
     Bellmore and Jeffrey  Fairbairn,  individually  and on behalf of all others
     similarly situated,  in the Superior Court of the State of California,  San
     Diego  County,  seeking  class  action  status in  alleging  violations  of
     California  wage and hour laws.  The  Company  settled the action in fiscal
     year 2002 for approximately $9,300 without admission of liability,  and the
     Court approved the settlement on February 10, 2003.  Through  September 28,
     2003 the Company has paid out approximately  $8,100 in connection with this
     settlement.

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

     Guarantees - The Company's wholly owned subsidiary Foodmaker  International
     Franchising  Inc.  (the  "Subsidiary  Guarantor")  guarantees,   fully  and
     unconditionally,  its $125,000 senior  subordinated  notes.  The Subsidiary
     Guarantor  has no  significant  operations  or any  significant  assets  or
     liabilities  other than the guaranty of  indebtedness  of the Company,  and
     therefore, no separate financial statements of the Subsidiary Guarantor are
     presented.


                                      F-23


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

14.  SEGMENT REPORTING

     Prior to the  acquisition  of Qdoba  Restaurant  Corporation,  the  Company
     operated its business in a single segment.  Subsequent to the  acquisition,
     the Company has two operating segments, JACK IN THE BOX and Qdoba, based on
     the Company's management structure and method of internal reporting.  Based
     upon certain quantitative thresholds,  only JACK IN THE BOX is considered a
     reportable  segment.   Summarized  financial  information   concerning  our
     reportable segment is shown in the following table:

                                            2003          2002          2001
     ---------------------------------------------------------------------------

      Revenues ........................  $2,038,292    $1,966,360    $1,833,576
      Earnings from operations.........     139,591       148,550       154,813
      Capital expenditures.............     108,438       142,588       166,522
      Total assets.....................   1,167,185     1,063,444     1,029,822

     Interest expense and income taxes are not reported on an operating  segment
     basis in accordance with the Company's method of internal reporting.

     A reconciliation  of reportable  segment  revenues to consolidated  revenue
     follows:


                                            2003          2002          2001
     ---------------------------------------------------------------------------

      Revenues.........................  $2,038,292    $1,966,360    $1,833,576
      Qdoba revenues and other ........      19,998             -             -
                                         ----------    ----------    ----------
      Consolidated revenues............  $2,058,290    $1,966,360    $1,833,576
                                         ==========    ==========    ==========

     A  reconciliation  of  reportable   segment  earnings  from  operations  to
     consolidated earnings from operations follows:

                                            2003          2002          2001
     ---------------------------------------------------------------------------
      Earnings from operations.........  $  139,591    $  148,550    $  154,813
      Qdoba earnings from operations ..         633             -             -
                                         ----------    ----------    ----------
      Consolidated earnings from
       operations......................  $  140,224    $  148,550    $  154,813
                                         ==========    ==========    ==========

     A reconciliation of reportable  segment total assets to consolidated  total
     assets follows:

                                            2003          2002          2001
     ---------------------------------------------------------------------------
      Total assets.....................  $1,167,185    $1,063,444    $1,029,822
      Qdoba total assets...............      55,613             -             -
      Investment in Qdoba and other....     (46,848)            -             -
                                         ----------    ----------    ----------

      Consolidated total assets........  $1,175,950    $1,063,444    $1,029,822
                                         ==========    ==========    ==========



                                      F-24


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

15.  SUPPLEMENTAL CASH FLOW INFORMATION

                                                     2003      2002       2001
     ---------------------------------------------------------------------------

      Cash paid during the year for:
       Interest, net of amounts capitalized......  $21,463   $21,670    $22,635
       Income tax payments.......................   18,665    40,672     30,174
      Capital lease obligations incurred.........    9,222       475          -

     The  consolidated  statements  of cash flows  also  exclude  the  following
     non-cash  transactions:  (i) the use of sinking fund  payments,  which were
     recorded  as other  current  assets  as of  September  29,  2002 to  retire
     financing lease  obligations  during 2003; and (ii) non-cash  proceeds from
     the  Company's  financing  of a  portion  of the  sale of  company-operated
     restaurants  to certain  qualified  franchisees  in all years,  included in
     accounts receivable.

16.  SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

                                                        Sept. 28,     Sept. 29,
                                                          2003          2002
     ---------------------------------------------------------------------------

      Accounts receivable:
       Trade.....................................       $   8,460     $   6,777
       Construction advances.....................             870         1,942
       Notes receivable..........................          17,988        12,186
       Other.....................................           4,951         5,581
       Allowances for doubtful accounts..........            (687)         (310)
                                                        ---------     ---------
                                                        $  31,582     $  26,176
                                                        =========     =========
      Accrued liabilities:
       Payroll and related taxes.................       $  49,853     $  55,222
       Sales and property taxes..................          21,623        19,280
       Insurance.................................          40,479        27,606
       Advertising...............................          13,704        13,339
       Other.....................................          50,250        52,453
                                                        ---------     ---------
                                                        $ 175,909     $ 167,900
                                                        =========     =========




                                      F-25


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

17.  UNAUDITED QUARTERLY RESULTS OF OPERATIONS


                                                                  12 weeks ended
                                        16 weeks ended   ---------------------------------------------
      Fiscal year 2003                   Jan. 19, 2003   Apr. 13, 2003   July 6, 2003   Sept. 28, 2003
     -------------------------------------------------------------------------------------------------
                                                                                  

       Revenues..........................  $613,334         $463,349        $488,574       $493,033
       Gross profit......................   113,104           83,988          86,454         84,820
       Net earnings......................    21,160           16,319          19,772         16,367
       Net earnings per share:
           Basic.........................       .57              .45             .55            .45
           Diluted.......................       .56              .44             .54            .45

                                                                  12 weeks ended
                                        16 weeks ended   ---------------------------------------------
      Fiscal year 2002                   Jan. 20, 2002   Apr. 14, 2002   July 7, 2002   Sept. 29, 2002
     -------------------------------------------------------------------------------------------------
       Revenues..........................  $594,180         $447,630        $461,219       $463,331
       Gross profit......................   115,187           83,634          92,362         90,793
       Net earnings......................    26,674           18,186          24,202         13,984
       Net earnings per share:
           Basic.........................       .68              .46             .61            .36
           Diluted.......................       .67              .45             .60            .35


18.  ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

     In the first quarter of fiscal year 2003, we adopted SFAS 142, Goodwill and
     Other  Intangible  Assets,  which  establishes   accounting  and  reporting
     standards  for  goodwill  and  separable   intangible   assets.   For  more
     information  regarding  the  adoption of this  Statement,  refer to Note 3,
     Intangible Assets.

     In the first quarter of fiscal year 2003, we adopted the provisions of SFAS
     143,   Accounting  for  Asset  Retirement   Obligations,   which  addresses
     accounting and reporting  standards for legal  obligations  associated with
     the  retirement  of tangible  long-lived  assets and the  associated  asset
     retirement  costs.  The  adoption  did not have a  material  impact  on our
     results of operations or financial position.

     In the first quarter of fiscal year 2003, we adopted the provisions of SFAS
     144,  Accounting for the Impairment or Disposal of Long-Lived Assets.  This
     Statement  retains the fundamental  provisions of SFAS 121,  Accounting for
     the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to Be
     Disposed Of, but  addresses  its  significant  implementation  issues.  The
     adoption  did not have a material  impact on our results of  operations  or
     financial position.

     In the first quarter of fiscal year 2003, we adopted the provisions of SFAS
     145,  Rescission  of FASB  Statements  4,  44,  and 64,  Amendment  of FASB
     Statement 13, and Technical Corrections. SFAS 145 addresses inconsistencies
     in accounting  for  sale-leaseback  transactions  and amends other existing
     authoritative pronouncements to make various technical corrections, clarify
     meanings,  or describe their applicability  under changed  conditions.  The
     adoption  did not have a material  impact on our results of  operations  or
     financial position.

     In the first quarter of fiscal year 2003, we adopted the provisions of SFAS
     146, Accounting for Costs Associated with Exit or Disposal Activities. This
     Statement  requires that costs associated with exit or disposal  activities
     be  recognized  when  they  are  incurred  rather  than  at the  date  of a
     commitment  to  an  exit  or  disposal  plan.  The  adoption  impacts  exit
     liabilities  recorded by the Company  subsequent to December 31, 2002.  The
     adoption  did not have a material  impact on our results of  operations  or
     financial position.


                                      F-26


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

18.  ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS (continued)

     In the first quarter of fiscal year 2003, we adopted the interim disclosure
     requirements  of  FASB   Interpretation  45,  Guarantor's   Accounting  and
     Disclosure  Requirements for Guarantees,  Including Indirect  Guarantees of
     Indebtedness  of Others,  which provides  guidance on the  recognition  and
     disclosures  to be made by a guarantor in its interim and annual  financial
     statements  about  its  obligations  under  certain  guarantees.  Effective
     December  31,  2002,  we adopted the initial  recognition  and  measurement
     provisions  of this  Interpretation.  The  adoption did not have a material
     impact on our results of operations or financial position.

     In the  second  quarter  of fiscal  year  2003,  the  Company  adopted  the
     disclosure   requirements   of  SFAS  148,   Accounting   for   Stock-Based
     Compensation  - Transition  and Disclosure - an amendment of FASB Statement
     No. 123. This  Statement  amends the disclosure  requirements  of SFAS 123,
     Accounting for Stock-Based  Compensation,  to require prominent disclosures
     in both  annual  and  interim  financial  statements  about  the  method of
     accounting  for  stock-based  employee  compensation  and the effect of the
     method used on reported  results.  Additionally,  this  Statement  provides
     alternative  methods of transition for a voluntary change to the fair value
     based  method of  accounting  for  stock-based  employee  compensation.  We
     account for our  stock-based  employee  compensation  under APB Opinion 25,
     Accounting for Stock Issued to Employees.

     In November 2002,  FASB's  Emerging  Issues Task Force  ("EITF")  discussed
     Issue  02-16,  Accounting  by a Customer  (including  a Reseller)  for Cash
     Consideration  Received from a Vendor. Issue 02-16 provides guidance on how
     a customer  should account for cash  consideration  received from a vendor.
     The  requirements  of this  Issue for  volume  based  rebates  apply to new
     arrangements,  including  modifications of existing  arrangements,  entered
     into after  November 21, 2002. The adoption of the new accounting for other
     supplier  payments is effective for  arrangements  entered into or modified
     after  December 31, 2002. We have evaluated the effect that the adoption of
     this Issue will have on our beverage  contracts  entered into subsequent to
     the above noted dates,  which will become effective in the first quarter of
     fiscal year 2004,  and do not expect the adoption of this Issue will have a
     material impact on our operating results or financial condition.

     In January 2003, FASB issued  Interpretation 46,  Consolidation of Variable
     Interest Entities - an  interpretation of Accounting  Research Bulletin No.
     51 which requires  companies that control another entity through  interests
     other than voting  interests to  consolidate  the controlled  entity.  This
     Interpretation  applies  immediately to variable  interest entities created
     after January 31, 2003. For variable  interest  entities that existed prior
     to  February  1,  2003,  the  FASB has  delayed  the  requirements  of this
     Interpretation  until the first fiscal year or interim  period ending after
     December 15, 2003. The Company has assessed the impact that  Interpretation
     46 may have on its consolidated  financial  statements,  and concluded that
     the  continued   consolidation   of  the  Company's   marketing   funds  is
     appropriate.  Based on a  review  of the  franchise  agreements  and  after
     considering the policies and procedures the Company has in place related to
     franchising  activities,  the Company  has  determined  that the  franchise
     arrangements  entered  into after  January  31, 2003 do not result in these
     franchises   qualifying  as  variable  interest  entities,   and  as  such,
     consolidation  of these  franchises  is not  required.  We will continue to
     monitor this  literature to determine if any changes will have an impact on
     the Company.

     In April 2003,  the FASB issued SFAS 149,  Amendment  of  Statement  133 on
     Derivative  Instruments and Hedging Activities,  which amends and clarifies
     accounting  for  derivative   instruments,   including  certain  derivative
     instruments  embedded in other contracts and for hedging  activities  under
     SFAS 133,  Accounting for Derivative  Instruments  and Hedging  Activities.
     SFAS 149 is  generally  effective  for  derivative  instruments,  including
     derivative  instruments  embedded  in certain  contracts,  entered  into or
     modified after June 30, 2003 and for hedging relationships designated after
     June 30, 2003.  The adoption of SFAS 149 did not have a material  impact on
     our operating results or financial condition.



                                      F-27


                      JACK IN THE BOX INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)
                                   (continued)

18.  ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS (continued)

     In May 2003,  the FASB issued SFAS 150,  Accounting  for Certain  Financial
     Instruments  with  Characteristics  of Both  Liabilities  and Equity.  This
     Statement  establishes  standards  for how to classify and measure  certain
     financial  instruments with characteristics of both liabilities and equity.
     The  Statement  is  effective  for  financial  instruments  entered into or
     modified after May 31, 2003, and otherwise is effective at the beginning of
     the first interim  period  beginning  after June 15, 2003.  The adoption of
     SFAS 150 has not had, and is not expected to have, a material impact on our
     operating results or financial condition.

     In  May  2003,  the  Emerging   Issues  Task  Force  released  Issue  01-8,
     Determining  Whether an Arrangement  Contains a Lease.  This Issue requires
     the  reporting of revenue as rental or leasing  income that was  previously
     reported as part of product sales or services revenue and applies to new or
     modified  arrangements  beginning after May 28, 2003. The adoption of Issue
     01-8 did not have a material  impact on our operating  results or financial
     condition.


                                      F-28