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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000897069-03-000562.txt : 20030512
<SEC-HEADER>0000897069-03-000562.hdr.sgml : 20030512
<ACCEPTANCE-DATETIME>20030512171305
ACCESSION NUMBER:		0000897069-03-000562
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20030328
FILED AS OF DATE:		20030512

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			JOHNSON OUTDOORS INC
		CENTRAL INDEX KEY:			0000788329
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3949]
		IRS NUMBER:				391536083
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-16255
		FILM NUMBER:		03693403

	BUSINESS ADDRESS:	
		STREET 1:		555 MAIN STREET
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403-1015
		BUSINESS PHONE:		2626316600

	MAIL ADDRESS:	
		STREET 1:		555 MAIN STREET
		STREET 2:		STE 023
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403-1015

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JOHNSON WORLDWIDE ASSOCIATES INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>irm327.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
================================================================================



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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


                  For the quarterly period ended March 28, 2003

                                       OR

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

              For the transition period from _________ to _________

                         Commission file number 0-16255

                              JOHNSON OUTDOORS INC.
             (Exact name of Registrant as specified in its charter)


               Wisconsin                                39-1536083
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
    incorporation or organization)


                    555 Main Street, Racine, Wisconsin 53403
                    (Address of principal executive offices)


                                 (262) 631-6600
              (Registrant's telephone number, including area code)


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 whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of April 24, 2003, 7,194,649 shares of Class A and 1,222,647 shares of Class
B common stock of the Registrant were outstanding.


================================================================================

<PAGE>

<TABLE>
<CAPTION>
                                                  JOHNSON OUTDOORS INC.


                                          Index                                            Page No.
- -------------------------------------------------------------------------------        -----------------

<S>                                                                                           <C>
PART I    FINANCIAL INFORMATION

          Item 1.      Financial Statements

                       Consolidated Statements of Operations - Three months
                       and six months ended March 28, 2003 and March 29, 2002                  1

                       Consolidated Balance Sheets - March 28, 2003,
                       September 27, 2002 and March 29, 2002                                   2

                       Consolidated Statements of Cash Flows - Six months
                       ended March 28, 2003 and March 29, 2002                                 3

                       Notes to Consolidated Financial Statements                              4

          Item 2.      Management's Discussion and Analysis of Financial
                       Condition and Results of Operations                                     9

          Item 3.      Quantitative and Qualitative Disclosures About Market Risk              16

          Item 4.      Controls and Procedures                                                 17

PART II   OTHER INFORMATION

          Item 1.      Legal Proceedings                                                       17

          Item 4.      Submission of Matters to a Vote of Security Holders                     17

          Item 6.      Exhibits and Reports on Form 8-K                                        17

                       Signatures                                                              18

                       Certifications                                                          19

                       Exhibit Index                                                           21

</TABLE>

<PAGE>

PART I       FINANCIAL INFORMATION

Item 1.      Financial Statements

<TABLE>
<CAPTION>
                                             JOHNSON OUTDOORS INC.

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (unaudited)

- ----------------------------------------------------------------------------------------------------------------------------
(thousands, except per share data)                                  Three Months Ended                   Six Months Ended
- ----------------------------------------------------------------------------------------------------------------------------
                                                             March 28          March 29         March 28         March 29
                                                                 2003              2002             2003             2002
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>             <C>               <C>
Net sales                                                   $  83,265         $  97,718       $  138,160        $  157,456
Cost of sales                                                  47,072            56,977           78,284            91,425
- ----------------------------------------------------------------------------------------------------------------------------
Gross profit                                                   36,193            40,741           59,876            66,031
- ----------------------------------------------------------------------------------------------------------------------------
Operating expenses:
    Marketing and selling                                      19,034            20,983           33,485            35,998
    Administrative management, finance and
        information systems                                     8,372             8,001           15,806            14,933
    Research and development                                    1,638             1,643            3,163             3,258
    Amortization and write-down of intangibles                     87                93              164               176
    Profit sharing                                                938             1,073              968             1,266
    Strategic charges                                              --               690               --             1,151
- ----------------------------------------------------------------------------------------------------------------------------
Total operating expenses                                       30,069            32,483           53,586            56,782
- ----------------------------------------------------------------------------------------------------------------------------
Operating profit                                                6,124             8,258            6,290             9,249
Interest income                                                  (225)             (230)            (578)             (376)
Interest expense                                                1,339             1,909            2,710             3,461
Other (income) expense, net                                    (2,115)               92           (2,471)              337
- ----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before income
    taxes and cumulative effect of change in
    accounting principle                                        7,125             6,487            6,629             5,827
Income tax expense                                              2,828             2,598            2,612             2,334
- ----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before cumulative
    effect of change in accounting principle
                                                                4,297             3,889            4,017             3,493
Gain on disposal of discontinued operations, net of
    tax of $255                                                    --               495               --               495
Cumulative effect of change in accounting principle,
    net of tax of $(2,200)                                         --                --               --           (22,876)
- ----------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                           $   4,297         $   4,384       $    4,017        $  (18,888)
- ----------------------------------------------------------------------------------------------------------------------------
BASIC EARNINGS (LOSS) PER COMMON SHARE:
    Continuing operations                                   $    0.51         $    0.48       $     0.48         $    0.43
    Discontinued operations                                        --              0.06               --              0.06
    Cumulative effect of change in accounting
        principle                                                  --                --               --             (2.80)
- ----------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                           $    0.51         $    0.54       $     0.48         $   (2.31)
- ----------------------------------------------------------------------------------------------------------------------------
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
    Continuing operations                                   $    0.50         $    0.46       $     0.47         $    0.42
    Discontinued operations                                        --              0.06               --              0.06
    Cumulative effect of change in accounting
        principle                                                  --                --               --             (2.76)
- ----------------------------------------------------------------------------------------------------------------------------
Net income (loss)                                           $    0.50         $    0.52       $     0.47         $   (2.28)
- ----------------------------------------------------------------------------------------------------------------------------

                  The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>


                                      -1-
<PAGE>

<TABLE>
<CAPTION>
                                             JOHNSON OUTDOORS INC.

                                         CONSOLIDATED BALANCE SHEETS
                                                 (unaudited)

- --------------------------------------------------------------------------------------------------------------------------------
                                                                               March 28        September 27           March 29
(thousands, except share data)                                                     2003                2002               2002
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                <C>                 <C>
ASSETS
Current assets:
    Cash and temporary cash investments                                      $   44,821         $   100,830         $   13,794
    Accounts receivable, less allowance for doubtful accounts of
        $4,110, $4,028 and $3,662, respectively                                  71,520              39,972             76,944
    Inventories                                                                  62,655              42,231             68,378
    Deferred income taxes                                                         4,985               5,083              5,014
    Other current assets                                                          6,245               4,021              5,726
- --------------------------------------------------------------------------------------------------------------------------------
Total current assets                                                            190,226             192,137            169,856
Property, plant and equipment                                                    29,795              29,611             30,358
Deferred income taxes                                                            19,520              19,588             21,835
Intangible assets                                                                28,930              27,139             29,434
Other assets                                                                      2,822               2,810              1,012
- --------------------------------------------------------------------------------------------------------------------------------
Total assets                                                                 $  271,293         $   271,285         $  252,495
- --------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Short-term debt and current maturities of long-term debt                 $    9,538         $     8,058         $   44,765
    Accounts payable                                                             20,715              13,589             19,210
    Accrued liabilities:
        Salaries and wages                                                        7,119               9,428              6,188
        Income taxes                                                              5,009               6,567              1,523
        Other                                                                    18,629              24,005             13,140
- --------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                                        61,010              61,647             84,826
Long-term debt, less current maturities                                          68,488              80,195             78,256
Other liabilities                                                                 5,599               5,298              4,558
- --------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                               135,097             147,140            167,640
- --------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
    Preferred stock: none issued                                                     --                  --                 --
    Common stock:
    Class A shares issued:
        March 28, 2003, 7,194,649;
        September 27, 2002, 7,112,155;
        March 29, 2002, 6,963,203                                                   360                 355                347
    Class B shares issued (convertible into Class A):
        March 28, 2003, 1,222,647;
        September 27, 2002, 1,222,729;
        March 29, 2002, 1,222,729                                                    61                  61                 61
    Capital in excess of par value                                               48,277              47,583             46,188
    Retained earnings                                                            92,105              88,089             61,274
    Contingent compensation                                                           5                 (22)                 7
    Accumulated other comprehensive loss:                                        (4,612)            (11,921)           (23,022)
- --------------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity                                                      136,196             124,145             84,855
- --------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                                   $  271,293         $   271,285         $  252,495
- --------------------------------------------------------------------------------------------------------------------------------

                  The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>


                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                                                  JOHNSON OUTDOORS INC.

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       (unaudited)


- ----------------------------------------------------------------------------------------------------------------------------
 (thousands)                                                                                        Six Months Ended
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                               March 28           March 29
                                                                                                   2003               2002
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                <C>
CASH USED FOR OPERATIONS
Net income (loss)                                                                            $    4,017         $  (18,888)
Less gain from discontinued operations                                                               --                495
Less loss from cumulative effect of change in accounting principle                                   --            (22,876)
- ----------------------------------------------------------------------------------------------------------------------------
Income from continuing operations before cumulative effect of change in accounting
    principle                                                                                     4,017              3,493
Adjustments to reconcile income from continuing operations before cumulative
    effect of change in accounting principle to net cash used for operating
    activities of continuing operations:
        Depreciation and amortization                                                             3,981              4,472
        Deferred income taxes                                                                       139                262
Change in assets and liabilities, net of effect of businesses acquired or sold:
    Accounts receivable                                                                         (30,186)           (32,529)
    Inventories                                                                                 (18,933)            (7,915)
    Accounts payable and accrued liabilities                                                     (5,413)             4,491
    Other, net                                                                                   (5,159)            (2,156)
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                (51,554)           (29,387)
- ----------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment                                                  --              4,982
Net additions to property, plant and equipment                                                   (3,351)            (4,150)
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                 (3,351)               832
- ----------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Issuance of senior notes                                                                             --             50,000
Principal payments on senior notes and other long-term debt                                      (8,000)           (11,604)
Net change in short-term debt                                                                       (38)           (12,793)
Common stock transactions                                                                           620              1,172
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                 (7,418)            26,775
- ----------------------------------------------------------------------------------------------------------------------------
Effect of foreign currency fluctuations on cash                                                   6,314               (495)
- ----------------------------------------------------------------------------------------------------------------------------
Decrease in cash and temporary cash investments                                                 (56,009)            (2,275)
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of period                                                                             100,830             16,069
- ----------------------------------------------------------------------------------------------------------------------------
End of period                                                                                $   44,821         $   13,794
- ----------------------------------------------------------------------------------------------------------------------------

                  The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>


                                      -3-
<PAGE>

                              JOHNSON OUTDOORS INC.


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)



1    Basis of Presentation

     The consolidated financial statements included herein are unaudited. In the
     opinion of management, these statements contain all adjustments (consisting
     of only normal recurring items) necessary to present fairly the financial
     position of Johnson Outdoors Inc. and subsidiaries (the Company) as of
     March 28, 2003 and the results of operations and cash flows for the three
     months and six months ended March 28, 2003. These consolidated financial
     statements should be read in conjunction with the consolidated financial
     statements and notes thereto included in the Company's 2002 Annual Report
     on Form 10-K.

     Because of seasonal and other factors, the results of operations for the
     three months and six months ended March 28, 2003 are not necessarily
     indicative of the results to be expected for the full year.

     All monetary amounts, other than share and per share amounts, are stated in
     thousands.

     Certain amounts as previously reported have been reclassified to conform to
     the current period presentation.

2    Change in Accounting Principle

     Effective September 29, 2001, the Company adopted SFAS 142. In accordance
     with the adoption of this new standard, the Company ceased the amortization
     of goodwill.

     As required under SFAS 142, the Company performed an assessment of the
     carrying value of goodwill using a number of criteria, including the value
     of the overall enterprise as of September 29, 2001. This assessment
     resulted in a write off of goodwill during the quarter ended December 28,
     2001 totaling $22,876, net of tax ($2.76 per diluted share) and was
     reflected as a change in accounting principle. The write off was associated
     with the Watercraft ($12,900) and Diving ($10,000) business units. Future
     impairment charges from existing operations or other acquisitions, if any,
     will be reflected as an operating expense in the statement of operations.

3    Income Taxes

     The provision for income taxes includes deferred taxes and is based upon
     estimated annual effective tax rates in the tax jurisdictions in which the
     Company operates.

4    Inventories

     Inventories at the end of the respective periods consist of the following:

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------------------------------------
                                                        March 28             September 27                March 29
                                                            2003                     2002                    2002
     ---------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                     <C>                      <C>
     Raw materials                                      $  24,719               $  17,709                $  22,514
     Work in process                                        1,339                   1,072                    2,418
     Finished goods                                        39,452                  25,633                   46,537
     ---------------------------------------------------------------------------------------------------------------
                                                           65,510                  44,414                   71,469
     Less reserves                                          2,855                   2,183                    3,091
     ---------------------------------------------------------------------------------------------------------------
                                                        $  62,655               $  42,231                $  68,378
     ---------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -4-
<PAGE>

                              JOHNSON OUTDOORS INC.



5    Warranties

     The Company has recorded product warranty accruals of $1,947 as of March
     28, 2003. The Company provides for warranties of certain products as they
     are sold in accordance with SFAS No. 5, Accounting for Contingencies. The
     following table summarizes the warranty activity for the six months ended
     March 28, 2003.

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
     Balance at September 27, 2002                                                                      $   1,571
     Expense accruals for warranties issued during the year                                                 1,144
     Less current year warranty claims paid                                                                   767
     --------------------------------------------------------------------------------------------------------------
     Balance at March 28, 2003                                                                          $   1,947
     --------------------------------------------------------------------------------------------------------------
</TABLE>

6    Earnings per Share

     The following table sets forth the computation of basic and diluted
     earnings per common share from continuing operations before cumulative
     effect of change in accounting principle:

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
                                                                Three Months Ended              Six Months Ended
     --------------------------------------------------------------------------------------------------------------
                                                            March 28       March 29       March 28       March 29
                                                                2003           2002           2003           2002
     --------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>            <C>
     Income from continuing operations before
          cumulative effect of change in
          accounting principle for basic and
          diluted earnings per share                       $   4,297      $   3,889      $   4,017      $   3,493
     --------------------------------------------------------------------------------------------------------------
     Weighted average common shares outstanding            8,402,851      8,173,716      8,379,135      8,171,325
     Less nonvested restricted stock                           6,895         12,803          7,813         13,498
     --------------------------------------------------------------------------------------------------------------
     Basic average common shares                           8,395,956      8,160,913      8,371,322      8,157,827
     Dilutive stock options and restricted stock             164,925        220,505        153,679        131,612
     --------------------------------------------------------------------------------------------------------------
     Diluted average common shares                         8,560,881      8,381,418      8,525,001      8,289,439
     --------------------------------------------------------------------------------------------------------------
     Basic earnings per common share from continuing
          operations before cumulative effect of
          change in accounting principle                   $    0.51      $    0.48      $    0.48      $    0.43
     Diluted earnings per common share from
          continuing operations before cumulative
          effect of change in accounting principle         $    0.50      $    0.46      $    0.47      $    0.42
     --------------------------------------------------------------------------------------------------------------
</TABLE>

7    Stock Ownership Plans/Accounting for Stock-Based Compensation

     The Company's current stock ownership plans provide for issuance of options
     to acquire shares of Class A common stock by key executives and
     non-employee directors. All stock options have been granted at a price not
     less than fair market value at the date of grant and become exercisable
     over periods of one to four years from the date of grant. Stock options
     generally have a term of 10 years. Current plans also allow for issuance of
     restricted stock or stock appreciation rights in lieu of options. Grants of
     restricted shares are not significant in any year presented.

     The Company adopted a phantom stock plan during fiscal 2003. Under this
     plan, certain employees earn cash bonus awards based upon the performance
     of the Company's Class A common stock.

                                      -5-
<PAGE>

                              JOHNSON OUTDOORS INC.

<TABLE>
<CAPTION>
     A summary of stock option activity related to the Company's plans is as
     follows:

     --------------------------------------------------------------------------------------------------------------
                                                                                                 Weighted Average
                                                                    Shares                         Exercise Price
     --------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                                     <C>
     Outstanding at September 28, 2001                           1,086,795                               $  10.20
     Granted                                                       277,755                                   7.64
     Exercised                                                    (148,952)                                 10.15
     Cancelled                                                    (151,579)                                 13.54
     --------------------------------------------------------------------------------------------------------------
     Outstanding at September 27, 2002                           1,064,019                                   9.06
     Granted                                                        20,750                                  10.36
     Exercised                                                     (67,997)                                  7.25
     Cancelled                                                     (22,721)                                 12.39
     --------------------------------------------------------------------------------------------------------------
     Outstanding at March 28, 2003                                 994,051                               $   9.12
     --------------------------------------------------------------------------------------------------------------
</TABLE>

     Options to purchase 1,243,977 shares of common stock with a weighted
     average exercise price of $9.14 per share were outstanding at March 29,
     2002.

     The Company accounts for its stock-based compensation plans under
     Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
     Issued to Employees. The pro forma information below was determined using
     the fair value method based on provisions of Statement of Financial
     Accounting Standard (SFAS) No. 123, Accounting for Stock-Based
     Compensation, as amended by SFAS No. 148, Accounting for Stock-Based
     Compensation - Transition and Disclosure, issued in December 2002.
<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
                                                                Three Months Ended              Six Months Ended
     --------------------------------------------------------------------------------------------------------------
                                                            March 28       March 29       March 28       March 29
                                                                2003           2002           2003           2002
     --------------------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>          <C>            <C>
     Income from continuing operations before
          cumulative effect of change in accounting
          principle                                        $   4,297      $   3,889    $     4,017    $     3,493
     Total stock-based employee compensation expense
          determined under fair value method for all
          awards, net of tax                                     (79)          (137)          (144)          (259)
     --------------------------------------------------------------------------------------------------------------
     Pro forma income from continuing operations
          before cumulative effect of change in
          accounting principle                             $   4,218      $   3,752    $     3,873    $     3,234
     --------------------------------------------------------------------------------------------------------------
     Basicearnings per common share from
          continuing operations before cumulative
          effect of change in accounting principle
             As reported                                   $    0.51      $    0.48    $      0.48    $      0.43
             Pro forma                                     $    0.50      $    0.46    $      0.46    $      0.40
     Diluted earnings per common share from
          continuing operations before cumulative
          effect of change in accounting principle
             As reported                                   $    0.50      $    0.46    $      0.47    $      0.42
             Pro forma                                     $    0.50      $    0.46    $      0.46    $      0.40
     --------------------------------------------------------------------------------------------------------------
</TABLE>

                                      -6-
<PAGE>

                              JOHNSON OUTDOORS INC.


8    Comprehensive Income

     Comprehensive income includes net income and changes in shareholders'
     equity from non-owner sources. For the Company, the elements of
     comprehensive income excluded from net income are represented primarily by
     the cumulative foreign currency translation adjustment.

     Comprehensive income (loss) for the respective periods consists of the
     following:

<TABLE>
<CAPTION>
      --------------------------------------------------------------------------------------------------------------
                                                                 Three Months Ended              Six Months Ended
      --------------------------------------------------------------------------------------------------------------
                                                             March 28       March 29       March 28       March 29
                                                                 2003           2002           2003           2002
      --------------------------------------------------------------------------------------------------------------
<S>                                                         <C>            <C>          <C>            <C>
      Net income (loss)                                     $   4,297      $   4,384    $     4,017    $   (18,888)
      Translation adjustment                                    1,320           (452)         7,309         (3,684)
      --------------------------------------------------------------------------------------------------------------
      Comprehensive income (loss)                           $   5,617      $   3,932    $    11,326    $   (22,572)
      --------------------------------------------------------------------------------------------------------------
</TABLE>

9    Discontinued Operations

     The Company recognized a gain from discontinued operations of $495, net of
     tax, for the three months ended March 29, 2002 related to the final
     accounting for the sale of the Fishing business.

10   Segments of Business

     The Company conducts its worldwide operations through separate global
     business units, each of which represent major product lines. Operations are
     conducted in the United States and various foreign countries, primarily in
     Europe, Canada and the Pacific Basin. The Company does not believe it has
     unusual risk related to concentrations in volume of business with a
     particular customer or supplier, or concentrations in revenue from a
     particular product.

     Net sales and operating profit include both sales to customers, as reported
     in the Company's consolidated statements of operations, and interunit
     transfers, which are priced to recover cost plus an appropriate profit
     margin. Identifiable assets represent assets that are used in the Company's
     operations in each business unit at the end of the periods presented.

                                      -7-
<PAGE>

                              JOHNSON OUTDOORS INC.


     A summary of the Company's operations by business unit is presented below:
<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------
                                                           Three Months Ended                   Six Months Ended
     --------------------------------------------------------------------------------------------------------------
                                                   March 28          March 29          March 28         March 29
                                                       2003              2002              2003             2002
     --------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>               <C>              <C>
     Net sales:
         Outdoor equipment:
             Unaffiliated customers              $   18,809        $   32,815        $   30,666       $   55,530
             Interunit transfers                         11                13                44               23
         Motors:
             Unaffiliated customers                  27,088            25,545            41,817           38,037
             Interunit transfers                        243               204               520              265
         Watercraft:
             Unaffiliated customers                  19,599            21,945            31,333           32,648
             Interunit transfers                        350               154               525              187
         Diving:
             Unaffiliated customers                  17,673            17,469            34,132           31,292
             Interunit transfers                         13                --                29               --
         Other                                           96               (56)              212              (51)
         Eliminations                                  (617)             (371)           (1,118)            (475)
     --------------------------------------------------------------------------------------------------------------
                                                 $   83,265        $   97,718        $  138,160       $  157,456
     --------------------------------------------------------------------------------------------------------------
     Operating profit (loss):
         Outdoor equipment                       $    3,039        $    4,867        $    4,440       $    7,453
         Motors                                       4,296             3,190             5,873            3,740
         Watercraft                                  (1,111)              842            (3,040)            (506)
         Diving                                       3,157             2,508             5,183            3,992
         Other                                       (3,257)           (3,149)           (6,166)          (5,430)
     --------------------------------------------------------------------------------------------------------------
                                                 $    6,124        $    8,258        $    6,290       $    9,249
     --------------------------------------------------------------------------------------------------------------
     Identifiable assets (end of period):
         Outdoor equipment                                                           $   28,855       $   55,075
         Motors                                                                          41,738           36,411
         Watercraft                                                                      74,379           66,765
         Diving                                                                          87,409           71,596
         Other                                                                           38,912           22,648
     --------------------------------------------------------------------------------------------------------------
                                                                                     $  271,293       $  252,495
     --------------------------------------------------------------------------------------------------------------
</TABLE>

11   LITIGATION

     The Company is subject to various legal actions and proceedings in the
     normal course of business, including those related to environmental
     matters. The Company is insured against loss for certain of these matters.
     Although litigation is subject to many uncertainties and the ultimate
     exposure with respect to these matters cannot be ascertained, management
     does not believe the final outcome of any pending litigation will have a
     material adverse effect on the financial condition, results of operations,
     liquidity or cash flows of the Company.

     On February 21, 2003, the competition department of the European Commission
     initiated formal proceedings in a case concerning certain provisions in the
     former distribution arrangements of the Company's European Scubapro/Uwatec
     subsidiaries. The Company is currently reviewing the Commission's initial
     views. The Company has been and will respond accordingly, aggressively
     pursuing its position. At this preliminary stage in the procedure, the
     Commission has indicated that it is considering imposing an unspecified
     fine on the Company and its European Scubapro/Uwatec subsidiaries. The
     Company cannot currently predict the outcome of the investigation.

                                      -8-
<PAGE>

Item 2 Management's Discussion and Analysis of Financial Condition and Results
       of Operations

The following discussion includes comments and analysis relating to the
Company's results of operations and financial condition for the three months and
six months ended March 28, 2003 and March 29, 2002. This discussion should be
read in conjunction with the consolidated financial statements and related notes
that immediately precede this section, as well as the Company's 2002 Annual
Report on Form 10-K.


Forward Looking Statements

Certain matters discussed in this Form 10-Q are "forward-looking statements,"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement includes phrases such as the Company "expects," "believes" or other
words of similar meaning. Similarly, statements that describe the Company's
future plans, objectives or goals are also forward-looking statements. Such
forward-looking statements are subject to certain risks and uncertainties which
could cause actual results or outcomes to differ materially from those currently
anticipated. Factors that could affect actual results or outcomes include
changes in consumer spending patterns, actions of companies that compete with
the Company, the Company's success in managing inventory, movements in foreign
currencies or interest rates, the success of suppliers and customers, the
ability of the Company to deploy its capital successfully, unanticipated
outcomes related to outstanding litigation matters and the European Commission
investigation, and adverse weather conditions. Shareholders, potential investors
and other readers are urged to consider these factors in evaluating the
forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included herein are
only made as of the date of this Form 10-Q and the Company undertakes no
obligations to publicly update such forward-looking statements to reflect
subsequent events or circumstances.


Non-GAAP Financial Measures

Included in this Form 10-Q are certain non-GAAP financial measures related to
the Company's results excluding the Jack Wolfskin business, which was sold in
the fourth quarter of fiscal 2002. The Company believes that excluding the Jack
Wolfskin business is useful to the readers of this Form 10-Q because it provides
comparable year over year financial information to evaluate performance of the
Company's underlying and continuing business. The presentation of the non-GAAP
financial information should not be considered in isolation or in lieu of the
results prepared in accordance with GAAP, but should be considered in
conjunction with these results.


Results of Operations

Net sales for the three months ended March 28, 2003 totaled $83.3 million, a
decrease of 14.8% or $14.4 million, compared to $97.7 million in the three
months ended March 29, 2002. Excluding the results of the Company's Jack
Wolfskin subsidiary, which was sold in the fourth quarter of the prior year,
sales of the Company's continuing business increased $1.6 million, or 1.8%, for
the quarter over the prior year. A reconciliation of the Company's sales
excluding Jack Wolfskin to sales as reported in the statement of operations is
set forth below. Foreign currency translations favorably impacted quarterly
sales by $2.7 million. Three of the Company's continuing business units had
sales growth over the prior year. The Outdoor Equipment business as a whole saw
sales decline $14.0 million, or 42.7%. This year over year decline for the
quarter is directly attributable to the disposition of the Company's Jack
Wolfskin subsidiary. Sales for the continuing portion of the Company's Outdoor
Equipment business increased $2.0 million, or 11.6%, to $18.8 million. Military
sales in the current fiscal year contributed to these results; however, the
Company does not necessarily expect the same level of growth in this channel in
future years. The Motors business sales increased $1.6 million, or 6.1%, to
$27.3 million as a result of strength in new products as well as continued
market share gains. The Diving business sales increased $0.2 million, or 1.2%,
to $17.7 million helped by the strengthening of the Euro against the U.S.
Dollar. The Watercraft business sales declined $2.1 million, or 9.7%, to $19.9
million. The Watercraft business has experienced continued

                                      -9-
<PAGE>

market softness. For the quarter, these soft market conditions were compounded
by an operating issue associated with system integration at one of the
Watercraft business locations.

Net sales for the six months ended March 28, 2003 totaled $138.2 million, a
decrease of 12.3% or $19.3 million, compared to $157.5 million in the six months
ended March 29, 2002. Excluding the results of the Company's Jack Wolfskin
subsidiary, which was sold in the fourth quarter of the prior year, sales of the
Company's continuing business increased $8.6 million, or 6.7%, year-to-date over
the prior year. Foreign currency translations favorably impacted year-to-date
sales by $3.8 million. Three of the Company's continuing business units had
sales growth over the prior year. The Outdoor Equipment business as a whole saw
sales decline $24.8 million, or 44.7%. This decline is directly attributable to
the disposition of the Company's Jack Wolfskin subsidiary. Sales for the
continuing portion of the Company's Outdoor Equipment business increased $3.1
million, or 11.4%, to $30.4 million mainly as a result of strength in military
sales. The Motors business sales increased $4.0 million, or 10.5%, to $42.3
million as a result of strength in new products as well as continued market
share gains. The Diving business sales increased $2.9 million, or 9.2%, to $34.2
million as a result of new product sales as well as currency impacts helped by
the strengthening of the Euro against the U.S. Dollar. The Watercraft business
sales declined $1.0 million, or 3.0%, to $31.9 million, primarily related to the
current quarter shortfall.

Relative to the U.S. dollar, the average values of most currencies of the
countries in which the Company has operations were higher for the three months
and six months ended March 28, 2003 as compared to the corresponding period of
the prior year. The Diving business was favorably impacted by foreign currency
movements. Excluding the impact of fluctuations in foreign currencies, net sales
for the Company's continuing businesses decreased 1.4% for the three months
ended March 28, 2003 and increased 3.8% for the six months ended March 28, 2003.

Gross profit as a percentage of sales was 43.5% for the three months ended March
28, 2003 compared to 41.7% in the corresponding period in the prior year.
Margins in the Diving, Outdoor Equipment and Motors businesses were improved
over the prior year, while the Watercraft business saw margins decline by 4.4
percentage points due to continued market softness. The Motors business improved
margins by 3.0 percentage points over the year ago quarter primarily from new
products and product mix. The Diving business improved margins by 7.5 percentage
points over the year ago quarter, primarily through manufacturing efficiencies
and currency gains. Forecasting for the Diving business remains difficult in
light of the impact of the war in Iraq and uncertainty relating to the timing of
the economic recovery.

Gross profit as a percentage of sales was 43.3% for the six months ended March
28, 2003 compared to 41.9% in the corresponding period in the prior year. Margin
improvements in the Motors and Diving businesses helped to offset declines in
margins in the Outdoor Equipment and Watercraft businesses.

The Company recognized operating profit of $6.1 million for the three months
ended March 28, 2003 compared to an operating profit of $8.3 million for the
corresponding period of the prior year. On a continuing business basis operating
profit rose 8.0% from the corresponding period a year ago.

For the six months ended March 28, 2003 operating profit declined when compared
to the prior year period at $6.3 million versus $9.2 million. On a continuing
business basis operating profit rose 19.6% from the corresponding period a year
ago. Strong gross profits in the Motors and Diving businesses drove the increase
in operating profits. Watercraft operating profit was substantially below prior
year, due to soft market conditions and operating issues associated with the
implementation of a new operating system.

Interest expense totaled $1.3 million for the three months ended March 28, 2003
compared to $1.9 million for the corresponding period of the prior year. In the
current year, the Company benefited from reductions in overall debt due to
reductions in working capital. In addition, the Company benefited from declining
interest rates on the floating rate facilities. Interest expense totaled $2.7
million for the six months ended March 28, 2003 compared to $3.5 million for the
corresponding period of the prior year.

The Company's other income of $2.1 million for the three months ended March 28,
2003 resulted primarily from the currency gains on the settlement of an
intercompany loan related to the sale of Jack Wolfskin.

The Company's effective tax rate for the six months ended March 28, 2003 was
39.7%, down from 40.1% for the corresponding period of the prior year, primarily
due to the geographic mix of earnings.

                                      -10-
<PAGE>

The Company recognized income from continuing operations before cumulative
effect of change in accounting principle of $4.3 million in the three months
ended March 28, 2003, compared to income of $3.9 million in the corresponding
period of the prior year. Diluted earnings per common share from continuing
operations before cumulative effect of change in accounting principle totaled
$0.50 for the three months ended March 28, 2003 compared to $0.46 in the prior
year. The Company recognized income from continuing operations before cumulative
effect of change in accounting principle of $4.0 million in the six months ended
March 28, 2003, compared to income of $3.5 million in the corresponding period
of the prior year. Diluted earnings per common share from continuing operations
before cumulative effect of change in accounting principle totaled $0.47 for the
six months ended March 28, 2003 compared to $0.42 in the prior year.


Discontinued Operations

The Company recognized a gain from discontinued operations of $0.5 million, net
of tax ($0.06 per diluted share), for the three months ended March 29, 2002
related to the final accounting for the sale of the Company's Fishing business.


Change in Accounting Principle

Effective September 29, 2001, the Company adopted SFAS 142. In accordance with
the adoption of this new standard, the Company ceased the amortization of
goodwill.

As required under SFAS 142, the Company performed an assessment of the carrying
value of goodwill using a number of criteria, including the value of the overall
enterprise as of September 29, 2001. This assessment resulted in a write off of
goodwill during the quarter ended December 28, 2001 totaling $22.9 million, net
of tax ($2.76 per diluted share) and was reflected as a change in accounting
principle. The write off was associated with the Watercraft ($12.9 million) and
Diving ($10.0 million) business units. Future impairment charges from existing
operations or other acquisitions, if any, will be reflected as an operating
expense in the statement of operations.


Net Income (Loss)

Net income for the three months ended March 28, 2003 was $4.3 million, or $0.50
per diluted share, compared to $4.4 million, or $0.52 per diluted share, for the
corresponding period of the prior year.

Net income for the six months ended March 28, 2003 was $4.0 million, or $0.47
per diluted share, compared to a loss of $18.9 million, or $2.28 per diluted
share, for the corresponding period of the prior year.

                                      -11-
<PAGE>

Results on a Continuing Business Basis

The following tables show second quarter and year-to-date comparisons of as
reported results and results from continuing business basis for the Company.

Second Quarter Comparisons - As Reported and on Continuing Business Basis
(Amounts in millions, except per share data)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                  Three Months Ended March 28, 2003            Three Months Ended March 29, 2002
- --------------------------------------------------------------------------------------------------------------------
                                    As             Jack  Continuing              As           Jack    Continuing
                              Reported         Wolfskin    Business(1)     Reported       Wolfskin      Business(1)
- --------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>           <C>             <C>            <C>           <C>
Net sales                       $ 83.3         $    -        $ 83.3          $ 97.7         $ 16.0        $ 81.7
Gross profit                      36.2              -          36.2            40.7            6.7          34.0
Operating profit                   6.1              -           6.1             8.3            2.6           5.7
Income (2)                         4.3              -           4.3             3.9            1.7           2.2
Earnings per share (2)          $ 0.50         $    -        $ 0.50          $ 0.46         $ 0.20        $ 0.26
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Continuing Business for the second quarter of both years excludes results
    from the Jack Wolfskin operation, which was sold in the fourth quarter of
    fiscal 2002, but was not treated as a discontinued operation according to
    GAAP.
(2) Income and earnings per share are from continuing operations.

Six Month Comparisons - As Reported and on Continuing Business Basis (Amounts in
millions, except per share data)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                  Six Months Ended March 28, 2003            Six Months Ended March 29, 2002
- --------------------------------------------------------------------------------------------------------------------
                                    As             Jack  Continuing              As           Jack    Continuing
                              Reported         Wolfskin    Business(1)     Reported       Wolfskin      Business(1)
- --------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>           <C>             <C>            <C>           <C>
Net sales                     $  138.2        $   0.4      $  137.8         $ 157.5         $ 28.3      $  129.2
Gross profit                      59.9             -           59.9            66.0           11.4          54.6
Operating profit (loss)            6.3           (0.1)          6.4             9.2            3.9           5.3
Income (loss) (2)                  4.0           (0.1)          4.1             3.5            2.4           1.1
Earnings (loss) per
    share (2)                 $   0.47        $  (0.01)    $   0.48         $  0.42         $ 0.29      $   0.13
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
 (1)Continuing Business for the six months of both years excludes results from
    the Jack Wolfskin operation, which was sold in the fourth quarter of fiscal
    2002, but was not treated as a discontinued operation according to GAAP.
(2) Income and earnings per share are from continuing operations before
    cumulative effect of change in accounting principle.

The following tables show second quarter and year to date comparisons of as
reported results and results from a continuing business basis for the Outdoor
Equipment business unit.

Outdoor Equipment Segment
Second Quarter Comparisons - As Reported and on Continuing Business Basis
(Amounts in millions)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                  Three Months Ended March 28, 2003            Three Months Ended March 29, 2002
- --------------------------------------------------------------------------------------------------------------------
                                    As             Jack  Continuing              As           Jack    Continuing
                              Reported         Wolfskin    Business(1)     Reported       Wolfskin      Business(1)
- --------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>           <C>             <C>            <C>           <C>
Net sales                     $   18.8        $     -      $   18.8         $  32.8         $ 16.0      $   16.8
Operating profit (loss)            3.0              -           3.0             4.9            2.6           2.3
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Continuing Business for the second quarter of both years excludes results
    from the Jack Wolfskin operation, which was sold in the fourth quarter of
    fiscal 2002, but was not treated as a discontinued operation according to
    GAAP.
                                      -12-
<PAGE>

Outdoor Equipment Segment
Six Month Comparisons - As Reported and on Continuing Business Basis
(Amounts in millions)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                  Six Months Ended March 28, 2003            Six Months Ended March 29, 2002
- --------------------------------------------------------------------------------------------------------------------
                                    As             Jack  Continuing              As           Jack    Continuing
                              Reported         Wolfskin    Business(1)     Reported       Wolfskin      Business(1)
- --------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>           <C>             <C>            <C>           <C>
Net sales                     $   30.7        $   0.4      $   30.3         $  55.6         $ 28.3      $   27.3
Operating profit (loss)            4.4           (0.1)          4.5             7.5            3.9           3.6
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
 (1)Continuing Business for the six months of both years excludes results from
    the Jack Wolfskin operation, which was sold in the fourth quarter of fiscal
    2002, but was not treated as a discontinued operation according to GAAP.

Financial Condition

The following discusses changes in the Company's liquidity and capital resources
related to continuing operations.


                                   Operations

Cash flows used for operations totaled $51.6 million for the six months ended
March 28, 2003 and $30.0 million for the corresponding period of the prior year.

Accounts receivable seasonally increased $30.2 million for the six months ended
March 28, 2003, compared to an increase of $32.5 million in the year ago period.
Inventories seasonally increased by $18.9 million for the six months ended March
28, 2003 compared to an increase of $7.9 million in the prior year period. The
additional build in the current year is primarily related to operational issues
in the Watercraft segment and timing of orders in the Outdoor Equipment
business. The Company believes it is producing products at levels adequate to
meet expected consumer demand for the upcoming outdoor season.

Accounts payable and accrued liabilities decreased $5.4 million for the six
months ended March 28, 2003 versus an increase of $4.5 million for the
corresponding period of the prior year.

Depreciation and amortization charges were $4.0 million for the six months ended
March 28, 2003 and $4.5 million for the corresponding period of the prior year.


                              Investing Activities

Cash used for investing activities totaled $3.4 million for the six months ended
March 28, 2003 versus cash provided by investing activities of $0.8 million for
the corresponding period of the prior year.

Expenditures for property, plant and equipment were $3.4 million for the six
months ended March 28, 2003 and $2.4 million for the corresponding period of the
prior year. The Company's recurring investments are made primarily for tooling
for new products and enhancements. In 2003, capitalized expenditures are
anticipated to approach $10.0 million. These expenditures are expected to be
funded by working capital or existing credit facilities. The Company sold its
former headquarters facility to a related party in the first quarter of the
prior year. Proceeds from the sale were $5.0 million.


                              Financing Activities

Cash flows used for financing activities totaled $7.4 million for the six months
ended March 28, 2003 versus cash provided by financing activities of $26.8
million for the corresponding period of the prior year. The Company made
principal payments on senior notes of $8.0 million in the current year and $11.6
million in the prior year. The Company consummated a private placement of
long-term debt totaling $50.0 million during the first quarter of the prior
year. Proceeds from the debt were used to reduce outstanding indebtedness under
the Company's primary revolving credit facility.

                                      -13-
<PAGE>

Litigation

The Company is subject to various legal actions and proceedings in the normal
course of business, including those related to environmental matters. The
Company is insured against loss for certain of these matters. Although
litigation is subject to many uncertainties and the ultimate exposure with
respect to these matters cannot be ascertained, management does not believe the
final outcome of any pending litigation will have a material adverse effect on
the financial condition, results of operations, liquidity or cash flows of the
Company.

On February 21, 2003, the competition department of the European Commission
initiated formal proceedings in a case concerning certain provisions in the
former distribution arrangements of the Company's European Scubapro/Uwatec
subsidiaries. The Company is currently reviewing the Commission's initial views.
The Company has been and will respond accordingly, aggressively pursuing its
position. At this preliminary stage in the procedure, the Commission has
indicated that it is considering imposing an unspecified fine on the Company and
its European Scubapro/Uwatec subsidiaries. The Company cannot currently predict
the outcome of the investigation.


Market Risk Management

The Company is exposed to market risk stemming from changes in foreign exchange
rates, interest rates and, to a lesser extent, commodity prices. Changes in
these factors could cause fluctuations in earnings and cash flows. In the normal
course of business, exposure to certain of these market risks is managed by
entering into hedging transactions authorized under Company policies that place
controls on these activities. Hedging transactions involve the use of a variety
of derivative financial instruments. Derivatives are used only where there is an
underlying exposure, not for trading or speculative purposes.


                               Foreign Operations

The Company has significant foreign operations, for which the functional
currencies are denominated primarily in Euros, Swiss francs, Japanese yen and
Canadian dollars. As the values of the currencies of the foreign countries in
which the Company has operations increase or decrease relative to the U.S.
dollar, the sales, expenses, profits, assets and liabilities of the Company's
foreign operations, as reported in the Company's Consolidated Financial
Statements, increase or decrease, accordingly. The Company may mitigate a
portion of the fluctuations in certain foreign currencies through the purchase
of foreign currency swaps, forward contracts and options to hedge known
commitments, primarily for purchases of inventory and other assets denominated
in foreign currencies.


                                 Interest Rates

The Company's debt structure and interest rate risk are managed through the use
of fixed and floating rate debt. The Company's primary exposure is to United
States interest rates. The Company also periodically enters into interest rate
swaps, caps or collars to hedge its exposure and lower financing costs.


                                   Commodities

Certain components used in the Company's products are exposed to commodity price
changes. The Company manages this risk through instruments such as purchase
orders and non-cancelable supply contracts. Primary commodity price exposures
are metals, plastics and packaging materials.


                         Sensitivity to Changes in Value

The estimates that follow are intended to measure the maximum potential fair
value or earnings the Company could lose in one year from adverse changes in
foreign exchange rates or market interest rates under normal market conditions.
The calculations are not intended to represent actual losses in fair value or
earnings that the Company expects to incur. The estimates do not consider
favorable changes in
                                      -14-
<PAGE>

market rates. Further, since the hedging instrument (the derivative) inversely
correlates with the underlying exposure, any loss or gain in the fair value of
derivatives would be generally offset by an increase or decrease in the fair
value of the underlying exposures. The positions included in the calculations
are currency swaps and fixed rate debt. The calculations do not include the
underlying foreign exchange positions that are hedged by these market risk
sensitive instruments. The table below presents the estimated maximum potential
one year loss in fair value and earnings before income taxes from a 10% movement
in foreign currencies and a 100 basis point movement in interest rates on market
risk sensitive instruments outstanding at March 28, 2003:

- --------------------------------------------------------------------------
(millions)                                            Estimated Impact on
- --------------------------------------------------------------------------
                                                          Earnings Before
                                         Fair Value          Income Taxes
- --------------------------------------------------------------------------
Interest rate instruments                      $1.9                  $0.8
- --------------------------------------------------------------------------

Other Factors

The Company has not been significantly impacted by inflationary pressures over
the last several years. The Company anticipates that changing costs of basic raw
materials may impact future operating costs and, accordingly, the prices of its
products. The Company is involved in continuing programs to mitigate the impact
of cost increases through changes in product design and identification of
sourcing and manufacturing efficiencies. Price increases and, in certain
situations, price decreases are implemented for individual products, when
appropriate.


Critical Accounting Policies and Estimates

The Company's management discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
footnote disclosures. On an on-going basis, the Company evaluates its estimates,
including those related to customer programs and incentives, product returns,
bad debts, inventories, intangible assets, income taxes, warranty obligations,
pensions and other post-retirement benefits, and litigation. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.


                         Allowance for Doubtful Accounts

The Company recognizes revenue when title and risk of ownership have passed to
the buyer. Allowances for doubtful accounts are estimated at the individual
operating companies based on estimates of losses related to customer receivable
balances. Estimates are developed by using standard quantitative measures based
on historical losses, adjusting for current economic conditions and, in some
cases, evaluating specific customer accounts for risk of loss. The establishment
of reserves requires the use of judgment and assumptions regarding the potential
for losses on receivable balances. Though the Company considers these balances
adequate and proper, changes in economic conditions in specific markets in which
the Company operates could have a favorable or unfavorable effect on reserve
balances required.


                                      -15-
<PAGE>

                                   Inventories

The Company values inventory at the lower of cost (determined using the first-in
first-out method) or market. Management judgment is required to determine the
reserve for obsolete or excess inventory. Inventory on hand may exceed future
demand either because the product is outdated or because the amount on hand is
more than can be used to meet future needs. Inventory reserves are estimated at
the individual operating companies using standard quantitative measures based on
criteria established by the Company. The Company also considers current forecast
plans, as well as, market and industry conditions in establishing reserve
levels. Though the Company considers these balances to be adequate, changes in
economic conditions, customer inventory levels or competitive conditions could
have a favorable or unfavorable effect on reserve balances required.


                                 Deferred Taxes

The Company records a valuation allowance to reduce its deferred tax assets to
the amount that is more likely than not to be realized. While the Company has
considered future taxable income and ongoing prudent and feasible tax planning
strategies in assessing the need for the valuation allowance, in the event the
Company were to determine that it would not be able to realize all or part of
its net deferred tax asset in the future, an adjustment to the deferred tax
asset would be charged to income in the period such determination was made.
Likewise, should the Company determine that it would be able to realize its
deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the deferred tax asset would increase income in the period such
determination was made.


                       Goodwill and Intangible Impairment

In assessing the recoverability of the Company's goodwill and other intangibles
the Company must make assumptions regarding estimated future cash flows and
other factors to determine the fair value of the respective assets. If these
estimates or their related assumptions change in the future, the Company may be
required to record impairment charges for these assets not previously recorded.
On September 29, 2001 the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," and was required to
analyze its goodwill for impairment issues during the first six months of fiscal
2002, and then on a periodic basis thereafter. As a result of this analysis, the
Company recorded a goodwill impairment charge of $22.9 million, net of tax, in
the first quarter of fiscal 2002.


                                   Warranties

The Company accrues a warranty reserve for estimated costs to provide warranty
services. The Company's estimate of costs to service its warranty obligations is
based on historical experience, expectation of future conditions and known
product issues. To the extent the Company experiences increased warranty claim
activity or increased costs associated with servicing those claims, revisions to
the estimated warranty reserve would be required. The Company engages in product
quality programs and processes, including monitoring and evaluating the quality
of its suppliers, to help minimize warranty obligations.


Item 3. Quantitative and Qualitative Disclosures about Market Risk

Information with respect to this item is included in Management's Discussion and
Analysis of Financial Condition and Results of Operations under the heading
"Market Risk Management."

                                      -16-
<PAGE>

Item 4. Controls and Procedures

(a)  Within the 90 days prior to the date of this report, we carried out an
     evaluation, under the supervision and with the participation of our
     management, including the Company's principal executive officer and
     principal financial officer, of the effectiveness of the design and
     operation of our disclosure controls and procedures pursuant to Exchange
     Act Rule 13a-15. Based upon that evaluation, the Company's principal
     executive officer and principal financial officer concluded that our
     disclosure controls and procedures are effective in alerting them in a
     timely manner to material information relating to our Company (including
     our consolidated subsidiaries) required to be included in our periodic SEC
     filings.

(b)  There have been no significant changes in our internal controls or in other
     factors that could significantly affect our internal controls subsequent to
     the date we carried out this evaluation, including any corrective actions
     with regard to significant deficiencies and material weaknesses.


PART II   OTHER INFORMATION


Item 1.   Legal Proceedings

On February 21, 2003, the competition department of the European Commission
initiated formal proceedings in a case concerning certain provisions in the
former distribution arrangements of the Company's European Scubapro/Uwatec
subsidiaries. The Company is currently reviewing the Commission's initial views.
The Company has been and will respond accordingly, aggressively pursuing its
position. At this preliminary stage in the procedure, the Commission has
indicated that it is considering imposing an unspecified fine on the Company and
its European Scubapro/Uwatec subsidiaries. The Company cannot currently predict
the outcome of the investigation.


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

At the Company's Annual Meeting on February 19, 2003, the shareholders voted to
elect the following individuals as directors for terms that expire at the next
annual meeting:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                              Votes Cast For             Votes Withheld          Broker Non-Votes
- -------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                          <C>                             <C>
Class A Directors:
    Terry E. London                                6,674,777                    124,956                         0
    John M. Fahey, Jr.                             6,674,762                    124,971                         0
Class B Directors:
    Samuel C. Johnson                              1,203,969                          0                         0
    Helen P. Johnson-Leipold                       1,203,969                          0                         0
    Thomas F. Pyle, Jr.                            1,203,969                          0                         0
    Gregory E. Lawton                              1,203,969                          0                         0
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 6. Exhibits and Reports on Form 8-K

(a)  The following exhibits are filed as part of this Form 10-Q

     10.1 Johnson Outdoors Inc. Worldwide Key Executive Phantom Share Long-Term
          Incentive Plan
     10.2 Johnson Outdoors Inc. Worldwide Key Executives' Discretionary
          Bonus Plan
     99.1 Certification of Chairman and CEO pursuant to 18 U.S.C.ss.1350
     99.2 Certification of Vice President and CFO pursuant to 18 U.S.C.ss.1350

(b)  Reports on Form 8-K.

     No reports on Form 8-K were filed during the second quarter.



                                      -17-
<PAGE>

                              JOHNSON OUTDOORS INC.



                                   SIGNATURES


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


                                   JOHNSON OUTDOORS INC.
Date: May 12, 2003
                                   /s/ Helen P. Johnson-Leipold
                                   ---------------------------------------------
                                   Helen P. Johnson-Leipold
                                   Chairman and Chief Executive Officer



                                   /s/ Paul A. Lehmann
                                   ---------------------------------------------
                                   Paul A. Lehmann
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                      -18-
<PAGE>

I, Helen P. Johnson-Leipold, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Johnson Outdoors
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




/s/ Helen P. Johnson-Leipold
- -----------------------------------------------------
Helen P. Johnson-Leipold
Chairman and Chief Executive Officer
May 12, 2003



<PAGE>



I, Paul A. Lehmann, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Johnson Outdoors
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




/s/ Paul A. Lehmann
- -----------------------------------------------------
Paul A. Lehmann
Vice President and Chief Financial Officer
May 12, 2003



<PAGE>

                 Exhibit Index to Quarterly Report on Form 10-Q




Exhibit
Number      Description
- ------      -----------

10.1        Johnson Outdoors Inc. Worldwide Key Executive Phantom Share
            Long-Term Incentive Plan

10.2        Johnson Outdoors Inc. Worldwide Key Executives' Discretionary
            Bonus Plan

99.1        Certification of Chairman and CEO pursuant to 18 U.S.C.ss.1350

99.2        Certification of Vice President and CFO pursuant to 18 U.S.C.ss.1350


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>irm327b.txt
<DESCRIPTION>WORLDWIDE KEY EXECUTIVE PHANTOM SHARE
<TEXT>
                                  Exhibit 10.1

                                  PLAN DOCUMENT

                              Johnson Outdoors Inc.

                             WORLDWIDE KEY EXECUTIVE
                     PHANTOM SHARE LONG-TERM INCENTIVE PLAN



1.   PURPOSE

The purpose of the Johnson Outdoors Inc. Worldwide Key Executive Phantom Share
Long-Term Incentive Plan (the "Plan") is to promote the best interests of
Johnson Outdoors Inc. (the "Company") by enhancing the ability to attract and
retain key employees of the Company and its subsidiaries who are expected to
make substantial contributions to the Company's long-term growth plans by giving
such key employees an opportunity to receive additional compensation based on
the performance of the Company's Class A common stock ("Common Stock").

2.  EFFECTIVE DATE AND TERM OF PLAN

The Plan shall be effective as of December 16, 2002 and shall remain in effect
until terminated by the Compensation Committee of the Board of Directors (the
"Committee") in accordance with Section 7(a).

3.   ADMINISTRATION

The Plan shall be administered by the Committee. Subject to the terms of the
Plan, the Committee shall have the sole discretion and full power and authority
to: (i) select the key employees to whom awards will be granted under the Plan
(the "Participants"); (ii) establish dollar denominated cash target awards
("cash target award") to serve as the basis for conversion into phantom shares
as contemplated by Section 5; (iii) determine the basis on which awards may be
earned or vest and whether an award is earned or vested; and (iv) adopt such
rules and regulations and make any other determination and take any other action
that the Committee deems necessary or desirable for the administration of the
Plan. Subject to the express terms of the Plan, all designations,
determinations, interpretations and other decisions with respect to the Plan or
any award shall be made by the Committee in its sole discretion and shall be
final, conclusive and binding on all parties.

4.   PARTICIPANTS

The list of eligible Participants shall initially be limited to the Company's
Chairman and Chief Executive Officer, those Vice Presidents or Presidents who
report to the Chairman and Chief Executive Officer, the Group Vice Presidents
for Motors, Watercraft, OEG,



<PAGE>

and Diving, the President of NA Diving, and the
Vice President of Operations. Other key employees may be selected as
Participants at the sole discretion of the Committee.

5.   AWARDS & VESTING

(a) On an annual basis, a cash target award will be fixed by the Committee for
each Participant. A Participant will earn such cash target award (assuming such
Participant remains employed by the Company or one of its subsidiaries) subject
to the achievement of such performance goals as are selected by the Committee in
its sole discretion. The earned cash target award for a Participant in any year
may be equal to, or less or greater than, the cash target award established by
the Committee for such Participant for that year under the Plan, but under no
circumstance shall such earned cash target award for a Participant be less than
75% or greater than 125% of the cash target award established by the Committee
for such Participant for that year. That portion, if any, of a cash target award
unearned by a Participant in the year the award was granted will be forfeited by
such Participant. In no event shall a Participant be entitled to earn a cash
target award if such Participant does not remain employed by the Company or one
of its subsidiaries through the date on which such award is scheduled to be
earned.

(b) On the date that a cash target award is earned, such earned award shall be
immediately converted into that number of phantom shares (rounded up to the
nearest whole number) equal to (i) the aggregate dollar value of the earned cash
target award divided by (ii) the "fair market value" of one share of Common
Stock on that date. For purposes of the Plan, the term "fair market value" of
one share of Common Stock on any given date shall be the weighted average of the
closing sales prices of the Common Stock during the 90-day trailing trading
period immediately preceding the date of determination, as reported on the
Nasdaq National Market or on such other exchange or market on which shares of
Common Stock are then traded.

(c) The phantom shares held by a Participant will become 100% vested on the
third anniversary of the date on which such phantom shares are issued; provided
that, except as otherwise contemplated by Section 6(f) of the Plan, the
Participant remains continuously employed by the Company or one of its
subsidiaries during that period; and provided further that if the fair market
value of the Common Stock on the date of vesting has declined by more than 25%
as compared with the fair market value on the date the cash target award was
earned, then vesting will be suspended for one year, and if the fair market
value on the fourth anniversary of the date the phantom shares were issued is at
least 75% of the fair market value on the date the cash target award was earned,
then vesting will occur; otherwise the phantom shares will not vest and will be
forfeited. In the event that phantom shares granted under the Plan vest, the
Participant holding such phantom shares shall be entitled to receive, within 30
days of the vesting date and in full satisfaction of the vested phantom shares,
a cash payment equal the product of (i) the number of vested phantom shares
multiplied by (ii) the fair market value of one share of

<PAGE>

Common Stock on the date of vesting; provided, however, that, in determining the
cash payment to be made, the amount, if any, by which the fair market value of
one share of Common Stock on the date of vesting exceeds three times the fair
market value of such share on the date the cash target award was earned shall
not be considered.


6.   GENERAL PROVISIONS

(a) Transferability. Except as otherwise provided by the Committee, no award
subject to the Plan shall be assignable, alienable, saleable or otherwise
transferable by the Participant other than by will or the applicable laws of
descent and distribution.

(b) Phantom Share Agreements. All awards of phantom shares under the Plan shall
be evidenced by written agreements in such form as the Committee shall
determine.

(c) Tax Withholding. The Company shall have the right to deduct and withhold
from any cash otherwise payable to a Participant such amounts as may be required
to satisfy any federal, state, or local withholding taxes, and to take such
other actions as may be required to satisfy such withholding obligations.

(d) Settlement. Subject to the terms of the Plan, the Committee may permit a
Participant to defer all or any portion of a payment under the Plan, including
the crediting of interest on deferred amounts.

(e) Change in Control. Notwithstanding any other provisions of the Plan, in
order to preserve a Participant's rights in the event of a Change in Control (as
defined below) of the Company, the Committee in its discretion may take any
action that it deems to be in the best interest of the Company and the
Participant which could include but is not limited to the following actions: (i)
provide for accelerated vesting of outstanding phantom shares; (ii) adjust the
terms under which an established cash target award shall be earned; (iii) or any
other action that is equitable and in the best interest of the Company. For the
purposes of this Plan, a Change in Control shall be deemed to have occurred if
the Johnson Family (as defined below) shall at any time fail to own stock of the
Company having, in the aggregate, votes sufficient to elect at least fifty-one
percent (51%) majority of the directors of the Company. Johnson Family shall
mean at any time, collectively, Samuel C. Johnson, his wife and their children
and grandchildren, the executor or administrators of the estate or other legal
representative of any such person, all trusts for the benefit of the foregoing
or their heirs or any one or more of them, and all partnerships, corporations,
or other entities directly or indirectly controlled by the foregoing or any one
or more or them.

(f) Termination of Employment.

(i) In the event a Participant's employment with the Company or any of its
subsidiaries is terminated for any reason, except death, retirement (in
accordance with the Company's retirement policies) or total and permanent
disability, all rights relating to unvested phantom shares under the Plan shall
be immediately forfeited.

<PAGE>

(ii) In the event a Participant's employment terminates by reason of death,
retirement or total and permanent disability, any unvested phantom shares shall
vest under normal timing in accordance with the Plan as though the Participant
had remained employed by the Company or one of its subsidiaries, and then be
paid in accordance with the Plan to the Participant or, in the event of a
Participant's death, to the person to whom the phantom shares have been
transferred by will or by the applicable laws of descent and distribution or
otherwise as permitted by the Committee.

7.   MISCELLANEOUS

(a) Plan Amendment. The Committee may at any time amend, alter, suspend,
discontinue or terminate the Plan as it deems necessary or appropriate;
provided, however, that any cash target award established or earned or phantom
share issued under the Plan may not be adversely affected without the consent of
the Participant.

(b) No Right to Employment. No person shall have any claim or right to be
granted a cash target award or phantom shares, and the grant of a cash target
award or phantom shares shall not be construed as giving the Participant the
right to continued employment. The Company expressly reserves the right at any
time to dismiss a Participant free from any liability or claim under the Plan.

(c) Other Company Benefit and Compensation Programs. Except as expressly
determined by the Committee, cash target awards earned or phantom shares issued
under this Plan shall not be deemed as part of the Participant's regular,
recurring compensation for the purposes of calculating payments or benefits from
any Company benefit or severance program (or severance pay law of any country).
The above notwithstanding, the Company may adopt other compensation programs,
plans or arrangements as it deems appropriate or necessary.

(d) Successors and Assignees. The Plan shall be binding on all successors and
assigns of a Participant, including without limitation, the estate of such
Participant and the executor, administrator or trustee of such estate, or any
receiver or trustee in bankruptcy or representative of the Participant's
creditors.

(e) Adjustment Provisions. In the event of a stock split, stock dividend (other
than a stock dividend declared in lieu of an ordinary cash dividend), spin-off,
merger, consolidation, recapitalization, split-up, combination or exchange of
shares, or similar transaction, the Committee shall have the discretion to make
appropriate adjustments relating to the Plan and awards hereunder that the
Committee deems fair and equitable to both the Company and the Participants.

(f) No Rights of a Shareholder. Phantom shares shall be utilized solely as a
device for ultimately converting an earned and vested award into a cash payment
as provided in the Plan. Neither the establishment of a cash target award, the
earning of a cash target award or the vesting of phantom shares shall be
construed in any way as giving a Participant any interest other than as provided
in the Plan. As such, a Participant shall

<PAGE>

have no rights as a shareholder with respect to the number of phantom shares
covered by any award, whether vested or unvested.

(g) Unfunded Plan. This Plan shall be unfunded, and phantom shares shall not
constitute or be treated as outstanding stock nor as a trust fund of any kind.
All amounts at any time credited to a Participant shall be and remain the sole
property of the Company and its subsidiaries, and the Participant shall have no
ownership rights with respect thereto. Participants shall have the status of
general unsecured creditors of the Company and its subsidiaries and the Plan
constitutes a mere promise by the Company and its subsidiaries to make payments
in the future if such payments become due under the Plan guidelines.

(h) Governing Law. The validity, construction and effect of the Plan and any
actions taken under or relating to the Plan shall be determined in accordance
with laws of the State of Wisconsin and applicable federal law.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>irm327a.txt
<DESCRIPTION>JOHNSON VALUE MEASUREMENT BONUS PLAN
<TEXT>
                                  Exhibit 10.2

                                  PLAN DOCUMENT

                              Johnson Outdoors Inc.

                                    WORLDWIDE
                    KEY EXECUTIVES' DISCRETIONARY BONUS PLAN


I.   ADOPTION OF PLAN
     Johnson Outdoors Inc. (the "Company") hereby adopts this Plan effective
     October 1, 2000 for key executives (the "Participants") of its worldwide
     operations. The Plan shall be ongoing until terminated by the Chief
     Executive Officer, the Board of Directors of the Company or the
     Compensation Committee (the "CC") of the Board of Directors. Awards shall
     be made under this Plan, if, and only if, authorized by the Chief Executive
     Officer and approved by the CC where applicable, and shall be made in
     accordance with the Plan.

II.  PURPOSES OF THE DISCRETIONARY BONUS PLAN
     To provide incentive compensation to Participants which indirectly relates
     the financial reward to an increase in the value of the Company to our
     shareholders. The key philosophy behind the Plan is that value must
     continue to be created over time in order for bonuses to be paid.
     Additionally, the Plan is intended to:

     A.   Motivate Participants to achieve individual/team results.

     B.   Motivate Participants to develop maximum resourcefulness and
          resiliency in planning and directing their organizations in the face
          of changing competitive, economic, political and other conditions.

     C.   Provide an incentive for Participants to constructively assist other
          organizations in the Company to meet current and future challenges.

     D.   Encourage Participants to develop realistic yet challenging annual key
          objectives that will stretch their organization's capabilities.


                                       1
<PAGE>

III. DISCRETIONARY BONUS PLAN

     A.   Eligibility

          Each year, or more frequently as may be required, the Chief Executive
          Officer shall select those Participants who shall be eligible for this
          Plan.

          Eligibility of a position in the Plan in a given year is not a
          guarantee that a payout will be made to an incumbent for that year.
          Incumbents in approved eligible key executive positions will be
          notified of their selection as a Participant prior to the beginning of
          the fiscal year. Additional Participants may be added during the
          fiscal year by the Chief Executive Officer and/or the CC.

     B.   Administration of the Plan

          1.   Basis for Awards

               Individual bonus awards shall be based on the total base salary
               received by the Participant during the fiscal year. For this
               purpose, the term "base salary" shall not include profit sharing,
               expense allowances or any other payments or benefits, whether
               legally required or not.

               Target bonus amounts will be established by the CEO before the
               start of each fiscal year for all eligible Participants. These
               target bonus amounts are not intended to limit the Chief
               Executive Officer's complete flexibility in exercising his/her
               discretion in any way. The target bonus amount can range from 10%
               to 100% of base salary, depending upon the Participant's
               position. The bonus range for purposes of payout is 0% to 200% of
               the target bonus amount (as example, a Participant with a bonus
               target of 25% will have a payout range of 0% to 50% of base
               salary).

               Each Participant will have his/her target bonus split, with a
               portion allocated to achievement of revenue growth and income in
               excess of the cost-of-capital (the "Return and Growth Matrix")
               AND a portion allocated to achievement of individual objectives
               (the "MBOs"). In all cases, the minimum percentage of the target
               bonus allocated to the Return and Growth Matrix will be 60% for
               all Participants.

                                       2
<PAGE>

          2.   Cost

               When target bonuses are established in each year, the cost of the
               Plan for that year shall be estimated for the Chief Executive
               Officer's approval. However, regardless of the performance level
               of individual Participants, overall Company financial performance
               shall be considered in determining the degree to which the sum
               total of all bonuses is deemed affordable and justified and bonus
               awards may be adjusted to reflect that determination.

          3.   Determination of Return and Growth Matrix Award

               For each fiscal year, a Return and Growth Matrix will be
               developed for the following levels: Johnson Outdoors, each Group
               (i.e. - Watercraft or Global Diving), and each subsidiary (i.e.
               Ocean Kayak or Old Town Canoe).

               Depending on the Participant's position, the Return and Growth
               Matrix performance goals will be determined at one or more levels
               as described above. As an example, corporate staff will be based
               on Johnson Outdoors, whereas a Participant at the subsidiary
               level will have their award based on a combination of their
               subsidiary, Group, and Johnson Outdoors performance.

               For all Participants, of the portion of the target bonus
               allocated to the Return and Growth Matrix, at least 10% will be
               based on Total Johnson Outdoors performance.

          4.   Determination of Individual Awards

               Each Participant will develop individual objectives (MBOs) that
               are aligned with one or more of the following areas:

               a)   Business or position specific financial

               b)   Cross-business partnerships (networking)

               c)   New product innovation

               d)   People development/organization capacity

               Depending on the Participant's position, he/she may have
               objectives in one or more of the aforementioned areas. In all
               cases, so as to not diminish the importance of these objectives,
               no Participant may establish more than 4 MBOs in aggregate.

                                       3
<PAGE>

               In determining MBO awards, the following factors will be
               assessed:

               o    results against all annual objectives

               o    retrospective assessment of the degree of stretch required
                    to accomplish the objectives

               o    overall performance

IV.  ADMINISTRATIVE

     A.   Termination Prior to Payout

          Should the employment of a Participant terminate for any reason before
          payout under this Plan is made, the Chief Executive Officer or other
          designated final approval authorities will consider the circumstances
          of his/her termination and may, in his/her or their sole discretion,
          adjust or eliminate such bonus award as deemed appropriate.

     B.   Awards Fully Discretionary

          It is expected that individual awards will vary and that overall
          performance differences will be reflected in differing awards. There
          is neither a fixed formula nor a guarantee that awards will be made to
          Participants under this Plan; nor is there any commitment whatsoever
          by the Company that it shall make any payments in a given year.

     C.   Detailed Plan Administration

          Two levels of approvals are normally required for performance
          objectives and awards, including a signature of an Executive Officer.
          Awards require the final approval of the Executive Officer to whom the
          Participant directly or indirectly reports, subject to review by the
          CEO.

     D.   Process for Preparing & Securing Approval of Individual Objectives
          (MBOs)

          Participants and their superiors establish annual objectives for the
          next fiscal year in conjunction with the adoption of the annual budget
          for that year.

          The format for objective setting is distributed to Participants by
          their superiors prior to the start of the fiscal year. Each
          Participant drafts his/her objectives; the Participant then discusses
          them with the superior and together they reach a mutual agreement on
          objectives. The objectives

                                       4
<PAGE>

          receive final approval from the Executive Officer to whom the
          Participant reports. Following their approval, the finally approved
          objectives are then returned to each Participant.

     E.   Reviewing Year End Results

          At the close of the fiscal year, the superior evaluates the
          Participant's performance against the annual objectives established
          for such year. This information is discussed with the Participant, who
          is given an opportunity to provide additional information or evidence
          of completion. The superior submits his/her evaluation of performance
          against objectives and assessment of overall performance to the next
          level of management.

     F.   Recommended Bonus Awards

          Based on the year end results reported in E. above, bonus award
          recommendations are made to the CEO by the Executive Officer to whom
          the eligible participant reports. In the absence of the appropriate
          officer to recommend a bonus award, the Chief Executive Officer can
          act.

     G.   Reserved Authority of the Chief Executive Officer

          The Chief Executive Officer shall have final authority to approve or
          change any recommended individual bonuses. He/she may, at his/her sole
          discretion, reduce, eliminate or increase such recommended bonuses,
          regardless of anything contained in this Plan.

     H.   New Hires/Promotion

          An individual who is hired/promoted into a position that is eligible
          to participate in the Plan may be granted a bonus award in the year of
          entry in such an amount as may be deemed appropriate by the Chief
          Executive Officer

     I.   Transfers

          A Participant who transfers from one operation to another during the
          Plan year will have his/her performance goals modified to reflect the
          time spent working in each operation.

     J.   No Guarantee

          Participation in the Plan provides no guarantee that a bonus under the
          Plan will be paid.

                                       5
<PAGE>

     K.   Withholding of Taxes

          The Company shall have the right to withhold the amount of taxes
          which, in the sole determination of the Company, are required to be
          withheld under law with respect to any amount due or paid under the
          Plan.

     L.   No Prior Right or Offer

          Except and until expressly granted pursuant to the Plan, nothing in
          the Plan shall be deemed to give any employee any contractual or other
          right to participate in the benefits of the Plan. No award to any such
          Participant in any Plan Period shall be deemed to create a right to
          receive any award or to participate in the benefits of the Plan in any
          subsequent fiscal year

     M.   No Continued Employment

          Neither the establishment of the Plan or the grant of an award
          thereunder shall be deemed to constitute an express or implied
          contract of employment on any Participant for any period of time or in
          any way abridge the rights of the Company to determine the terms and
          conditions of employment or to terminate the employment of any
          employee with or without cause at any time.

     N.   Not Part of Other Benefits

          The benefits provided in this Plan shall not be deemed a part of any
          other benefit provided by the Company to its employees. The Company
          assumes and shall have no obligation to Participants except as
          expressly provided in the Plan.

V.   METHOD OF PAYMENT OF DISCRETIONARY BONUS AWARDS

     A.   Bonus Not Counted As Compensation

          Bonus payments shall be excluded from the computation of other parts
          of the Participant's personal benefit and compensation packages, such
          as, for example, that Participant's retirement contributions and life
          insurance.

     B.   Normal Payout

          Unless a Participant has elected to defer payment under C. below, all
          bonus payouts shall be paid in cash no later than January 31 following
          the fiscal year close.

                                       6
<PAGE>

     C.   Deferral of Bonus Payments

          1.   Election to Defer - Prior to the beginning of a fiscal year, or
               for a newly eligible Participant, within the first thirty (30)
               days of the Plan participation, Participants may elect to defer
               all or part of any bonus that may be awarded to that executive
               for such year by action of the Chief Executive Officer, provided
               the amount deferred is a minimum of $15,000.00 (fifteen thousand
               dollars). Such election shall be irrevocable during the full
               period of deferral unless the Chief Executive Officer, at his/her
               sole discretion, decides to modify it upon a clear showing of
               financial hardship suffered or likely to be suffered by that
               Participant. Amounts deferred will be allocated to a "Deferred
               Bonus Account" which will be a bookkeeping account established in
               the Participant's name. The Company makes no representation about
               the tax consequences to Participants as a result of making a
               deferral election hereunder. Each Participant is advised to seek
               their own personal tax advice.

          2.   Period of Deferral - Normally, all deferrals shall be for the
               full term of employment; e.g. until termination or death.
               However, each Participant may elect to defer his/her bonus award
               for a set period of years subject to the approval of the Chief
               Executive Officer. If the Participant who chose deferral for a
               specific period terminates employment before the end of such
               period, the Deferred Bonus Account of that Participant shall,
               upon termination, be distributed in accordance with the
               distribution provisions in Paragraph C.4. below.

          3.   Interest Rate - Deferred bonus awards shall increase in value
               during the years prior to distribution at a rate to be
               established at the discretion of the Chief Executive Officer.
               Such increase in value shall be credited to the Participant's
               Deferred Bonus Account as of the end of each quarter and shall
               thereafter become part of that Participant's Deferred Bonus
               Account.

          4.   Distribution from Deferred Bonus Accounts - Upon termination of
               the Participant's employment or the end of the set period of
               deferral, the Deferred Bonus Account of that Participant shall be
               paid to that Participant in full in a single cash payment or in
               installments over a period of up to ten (10) years (as elected by
               the Participant), as detailed below:

                                       7
<PAGE>

               If the Participant's employment with the Company terminates for
               any reason other than death or retirement, the entire unpaid
               balance of the Deferred Bonus Account, plus any added value or
               accrued interest, shall be paid within ninety (90) days following
               the effective date of termination of employment.

               If the Participant's employment with the Company terminates due
               to his/her retirement, payment of the Deferred Bonus Account
               shall be made as elected by the Participant on his/her "Request
               for Payment" form and as previously approved by the Chief
               Executive Officer. Bonuses paid in installments shall bear
               interest on the unpaid amount during the installment payment
               period at a rate to be established at the discretion of the Chief
               Executive Officer.

               If the Participant dies before he/she receives the entire bonus,
               the entire unpaid balance of the bonus, plus any accrued
               interest, shall be paid either within one hundred twenty (120)
               days following receipt of notice of his/her death by the Director
               - Human Resources of the Company, or in such installments over a
               period of not more than ten (10) years following his/her death,
               as determined by the Chief Executive Officer. Bonuses paid in
               installments shall bear interest on the unpaid amount during the
               installment payment period at a rate to be established at the
               discretion of the Chief Executive Officer.

               Bonuses awarded to a Participant may not be assigned,
               transferred, or pledged by the Participant either voluntarily or
               involuntarily.

               The Participant may, however, submit a written designation of
               beneficiary of the Deferred Bonus Account to the Director - Human
               Resources of the Company at any time. In the absence of a
               properly designated beneficiary, payment shall be made to the
               Participant's estate.

VI.  CLAIMS PROCEDURES

     If for any reason a claim for benefits under this Plan is denied by the
     Chief Executive Officer, the Chief Executive Officer shall deliver to the
     claimant a written explanation setting forth the specific reasons for the
     denial, pertinent references to the section of the Plan on which the denial
     is based, such other data as may be pertinent, and information on the
     procedures to be followed by the claimant

                                       8
<PAGE>

     in obtaining a review of this claim, all written in a manner calculated to
     be understood by the claimant. For this purpose, the claimant's claim shall
     be deemed filed when presented in writing to the Chief Executive Officer,
     and the Chief Executive Officer's explanation shall be in writing delivered
     to the claimant within 90 days of the date the claim is filed. The claimant
     shall have 60 days following his receipt of the denial of the claim to file
     with the Chief Executive Officer a written request for review of the
     denial. For such review, the claimant or his representative may submit
     pertinent documents and written issues and comments. The Chief Executive
     Officer shall decide the issue on review and furnish the claimant with a
     copy of such decision within 60 days of receipt of the claimant's request
     for review of his claim. The decision on review shall be in writing and
     shall include specific reasons for the decision, written in a manner
     calculated to be understood by the claimant, as well as specific references
     to the pertinent provisions of the Plan on which the decision is based. If
     a copy of the decision is not so furnished to the claimant within such 60
     days, the claim shall be deemed denied on review.

VII. GOVERNING LAW

     Except to the extent preempted by the Employee Retirement Income Security
     Act of 1974 (ERISA), this Plan shall be governed by and construed in
     accordance with the laws of the State of Wisconsin, without reference to
     conflict of law principles thereof.

VIII. NO TRUST CREATED

     Nothing contained in this Plan and no action taken pursuant to its terms
     shall create or be construed to create a trust of any kind, or a fiduciary
     relationship between the Company or the Chief Executive Officer and any
     Participant, his designated beneficiary(ies), or any other person.
     Participant and the beneficiaries thereof have the status of general
     unsecured creditors of the Company. The Plan constitutes a mere promise by
     the Company to make benefit payments in the future. To the extent that any
     person acquires a right a receive payments from the Company under this
     Plan, such right shall be no greater than the right of any unsecured
     general creditor of the Company. It is the intention of the parties that
     the arrangements hereunder be unfunded for tax purposes and for purposes of
     Title I of ERISA.

IX.  OFFSET PERMITTED

     Notwithstanding any provision of the Plan to the contrary, the Company
     shall have the right to reduce and offset any payment to which Participant
     or beneficiary is entitled hereunder by the

                                       9
<PAGE>

     amount of any debt or other amount owed to the Company by Participant at
     the time of such payment.

X.   TERMINATION AND AMENDMENT

     This plan may be amended, modified, terminated or otherwise altered at any
     time and from time to time by the Chief Executive Officer, the Compensation
     Committee, or the Board of Directors without written consent of any
     Participant or beneficiary.


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>irm327d.txt
<DESCRIPTION>WRITTEN STATEMENT OF THE CHAIRMAN AND CHIEF
<TEXT>
                              JOHNSON OUTDOORS INC.



Written Statement of the Chairman and Chief Executive Officer
Pursuant to 18 U.S.C. ss.1350

Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned
Chairman and Chief Executive Officer of Johnson Outdoors Inc. (the "Company"),
hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of
the Company for the quarter ended March 28, 2003 (the "Report") fully complies
with the requirements of Section 13(a) of the Securities Exchange Act of 1934
and that information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.




  /s/ Helen P. Johnson-Leipold
  -----------------------------------------------------
  Helen P. Johnson-Leipold
  Chairman and Chief Executive Officer
  May 12, 2003



A signed original of this written statement required by 18 U.S.C. ss.1350 has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>irm327e.txt
<DESCRIPTION>WRITTEN STATEMENT OF THE VICE PRESIDENT AND CHIEF
<TEXT>
                             JOHNSON OUTDOORS INC.

Written Statement of the Vice President and Chief Financial Officer
Pursuant to 18 U.S.C. ss.1350

Solely for the purposes of complying with 18 U.S.C. ss.1350, I, the undersigned
Vice President and Chief Financial Officer of Johnson Outdoors Inc. (the
"Company"), hereby certify, based on my knowledge, that the Quarterly Report on
Form 10-Q of the Company for the quarter ended March 28, 2003 (the "Report")
fully complies with the requirements of Section 13(a) of the Securities Exchange
Act of 1934 and that information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




  /s/ Paul A. Lehmann
  -----------------------------------------------------
  Paul A. Lehmann
  Vice President and Chief Financial Officer
  May 12, 2003



A signed original of this written statement required by 18 U.S.C. ss.1350 has
been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
