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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

<Table>
<Caption>
                           (MARK ONE)
<S> <C>
[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2002
                                 OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM  ____________________
COMMISSION FILE NUMBER 1-11024
</Table>

                                  CLARCOR Inc.
  ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                                    36-0922490
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

2323 Sixth Street, P.O. Box 7007, Rockford, Illinois                       61125
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:                 815-962-8867

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

<Table>
<Caption>
                                          NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS              ON WHICH REGISTERED
          -------------------             ---------------------
<S>                                      <C>
Common Stock, par value $1.00 per share  New York Stock Exchange
Preferred Stock Purchase Rights          New York Stock Exchange
</Table>

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

                                      None
              ----------------------------------------------------
                                (Title of Class)

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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  X  No  __

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes  X  No  __

The aggregate market value (based on the closing price of registrant's Common
Stock on January 15, 2003 as reported on the New York Stock Exchange Composite
Transactions) of the voting stock held by non-affiliates of the registrant as at
January 15, 2003 is $849,881,270.

The number of outstanding shares of Common Stock as of January 15, 2003 is
24,913,905 shares.

Certain portions of the registrant's 2002 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV. Certain portions of the
registrant's Proxy Statement dated February 20, 2003 for the Annual Meeting of
Shareholders to be held on March 24, 2003 are incorporated by reference in Part
III.
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     (a) General Development of Business

     CLARCOR Inc. ("CLARCOR") was organized in 1904 as an Illinois corporation
and in 1969 was reincorporated in the State of Delaware. As used herein, the
"Company" refers to CLARCOR and its subsidiaries unless the context otherwise
requires.

     The Company's fiscal year ends on the Saturday closest to November 30. For
fiscal year 2002 the year ended on November 30, 2002 and included 52 weeks. For
fiscal year 2001 the year ended on December 1, 2001 and included 52 weeks. For
fiscal year 2000 the year ended on December 2, 2000 and included 53 weeks. In
this Form 10-K, all references to fiscal years are shown to begin on December 1
and end on November 30 for clarity of presentation.

     (i) Certain Significant Developments.

     On June 5, 2002 the Company acquired Locker Filtration Limited ("Locker").
Locker is located in Warrington, Cheshire, England and is engaged in three
primary filtration markets. For its largest market, vehicle filtration, it
manufactures air filters and filtration units for agricultural and off-road
vehicles. Its power generation unit manufactures large scale air filtration
systems primarily for diesel and gas turbine power installations. Finally, its
Lockertex segment manufactures specialty filters for industrial uses, mainly for
vacuums, pharmaceutical and incineration applications. Locker is included in the
Engine/Mobile Filtration segment of the Company's business.

     The cost of the acquisition was approximately $6,500,000 in cash. The
acquisition resulted in an increase of approximately $7,500,000 in the Company's
revenues for fiscal 2002.

     During fiscal 2002 the Company also acquired two smaller companies, Total
Filter Technology, Inc. ("TFT") and FilterSource. TFT is located in North
Chelmsford, Massachusetts and manufacturers string wound and meltblown
cartridges and liquid bags for use in liquid process filtration applications.
FilterSource sells, installs and services industrial and commercial air filters
primarily in West Coast markets. The TFT acquisition supports the Company's
strategy to increase its ability to supply liquid process filtration products to
industrial markets. TFT and FilterSource are included in the
Industrial/Environmental Filtration segment of the Company's business.

     (ii) Summary of Business Operations.

     During 2002, the Company conducted business in three principal industry
segments: (1) Engine/Mobile Filtration, (2) Industrial/Environmental Filtration
and (3) Packaging.

     Engine/Mobile Filtration. Engine/Mobile Filtration includes filters for
oil, air, fuel, coolants and hydraulic fluids for trucks, automobiles,
construction, mining and industrial equipment, locomotives, marine and
agricultural equipment.

     Industrial/Environmental Filtration. Industrial/Environmental Filtration
products are used primarily for commercial, residential and industrial
applications. The segment's industrial and environmental products include air
and antimicrobial treated filters and high efficiency electronic air cleaners
for commercial buildings, factories, residential buildings, paint spray booths,
gas turbine systems, medical facilities, motor vehicle cabins, clean rooms,
compressors and dust collector systems. The segment's process filtration
products include specialty filters, industrial process liquid filters, filters
for pharmaceutical processes and beverages, filtration systems for aircraft
refueling, anti-pollution and water recycling, bilge separators and sand control
filters for oil and gas drilling.

     Packaging. Packaging products include a wide variety of custom styled
containers and packaging items used primarily by the food, confectionery, spice,
drug, toiletries and chemical specialties industries. The segment's products
include lithographed metal containers, flat sheet decorated metal, combination
metal and

                                        2
<PAGE>

plastic containers, plastic closures and various specialties, such as spools for
wire and cable and outer shells for dry cell batteries and film canisters.

     (b) Financial Information About Industry Segments

     Business segment information for the fiscal years 2000 through 2002 is
included on pages 23 and 24 of the Company's 2002 Annual Report to Shareholders
(the "Annual Report"), is incorporated herein by reference and is filed as part
of Exhibit 13(a)(vi) to this 2002 Annual Report on Form 10-K ("2002 Form 10-K").

     (c) Narrative Description of the Business

ENGINE/MOBILE FILTRATION

     The Company's engine/mobile filtration products business is conducted by
the following wholly-owned subsidiaries: Baldwin Filters, Inc.; Clark Filter,
Inc.; Baldwin Filters (Aust.) Pty. Ltd.; Baldwin Filters N.V.; Baldwin Filters
Limited and Locker Filtration Limited (operating under the name "CLARCOR UK").
In addition, the Company owns (i) 90% of Filtros Baldwin de Mexico ("FIBAMEX"),
(ii) 75% of Baldwin-Weifang Filters Ltd., and (iii) 80% of Baldwin-Unifil S.A.

     The companies market a full line of oil, air, fuel, coolant and hydraulic
fluid filters. The filters are used in a wide variety of applications and in
processes where filter efficiency, reliability and durability are essential.
Impure air or fluid flow through semi-porous paper, cotton, synthetic, chemical
or membrane filter media with varying efficiency filtration characteristics. The
impurities on the media are disposed of when the filter is changed. The
segment's filters are sold throughout the world, primarily in the replacement
market for trucks, automobiles, locomotives, marine, construction, industrial,
mining and agricultural equipment. In addition, some first-fit filters are sold
to the original equipment market.

INDUSTRIAL/ENVIRONMENTAL FILTRATION

     The Company's industrial/environmental filtration products business is
conducted by the following wholly-owned subsidiaries: Airguard Industries, Inc.
("Airguard"); Airklean Engineering Pte. Ltd.; Airguard Asia Sdn. Bhd.; Facet
USA, Inc. and related Facet companies in Italy, Spain, the United Kingdom and
other European locations ("Facet"); Filter Products, Inc.; Purolator Facet, Inc.
("PFI"); Purolator Products Air Filtration Company ("Purolator"); Total
Filtration Services, Inc. ("TFS"); Total Filter Technology, Inc. ("TFT"); and
United Air Specialists, Inc. ("UAS"). Airguard also has a 70% equity interest in
Airguard de Venezuela, S.A. The segment's products are sold throughout the
world.

     The companies market commercial and industrial air filters and systems,
electrostatic contamination control equipment and electrostatic high precision
spraying equipment. The air filters and systems remove contaminants from
recirculated indoor air and from process air which is exhausted outdoors. The
products represent a complete line of air filters and cleaners with a wide range
of uses for maintaining high quality standards in interior air and exterior
pollution control.

     Additional products include specialty filters, filtration systems for
aircraft refueling, anti-pollution and water recycling, and bilge separators.
These products are used in a wide range of applications including commercial,
military and general aviation, marine, oil and gas drilling and refining,
chemical and pharmaceutical processes and beverages, utilities, paper mills and
general industry. The filters are used for the process filtration of liquids
using a variety of string wound, meltblown, and porous and sintered and
non-sintered metal media filters, strainers, separators, coalescers and
absorbent media. Many of these filter products and systems require special
technical approvals and product certification in order to meet commercial and
military requirements.

     TFS does not manufacture filtration products or equipment. It is engaged in
the business of supplying a full range of filtration products and equipment
acquired from the Company's subsidiaries and non-affiliated manufacturers to
customers as well as providing filter maintenance and cleaning supplies and
services for the customer's filtration equipment. In addition, TFS is promoting
and developing the Company's Total Filtration Program.

                                        3
<PAGE>

PACKAGING

     The Company's consumer and industrial packaging products business is
conducted by a wholly-owned subsidiary, J. L. Clark, Inc. ("J. L. Clark").

     J.L. Clark manufactures a wide variety of different types and sizes of
containers and packaging specialties. Metal, plastic and combination
metal/plastic containers and closures manufactured by the Company are used in
packaging a wide variety of dry and paste form products, such as food
specialties (tea, spices, cookies, potato chips, pretzels, candy and other
confections); beverages and juices; cosmetics and toiletries; drugs and
pharmaceuticals; and chemical specialties (hand cleaners, soaps and special
cleaning compounds). Other packaging products include shells for dry batteries,
film canisters, candles, spools for insulated and fine wire, and custom
decorated flat steel sheets.

     Containers and packaging specialties are manufactured only upon orders
received from customers, and individualized containers and packaging specialties
are designed and manufactured, usually with distinctive decoration, to meet each
customer's marketing and packaging requirements and specifications.

DISTRIBUTION

     Engine/Mobile Filtration and Industrial/Environmental Filtration products
are sold primarily through a combination of independent distributors, dealers
for original equipment manufacturers and directly to end-use customers such as
truck and equipment fleet users.

     The engine/mobile segment also distributes filtration products worldwide
through each of its subsidiaries. Locker, Baldwin Filters N.V. and Baldwin
Filters Limited primarily serve the European markets. Baldwin Filters (Aust.)
Pty. Ltd., markets heavy duty liquid and air filters in Australia and New
Zealand. FIBAMEX manufactures filters in Mexico with distribution in Mexico and
Central and South America. Through the Company's investment in Baldwin-Weifang
Filters Ltd., heavy duty filters and electrostatic air pollution control systems
are manufactured in China for distribution in China and Southeast Asia.
Additionally, through Baldwin-Unifil S.A., air filtration products are
manufactured in South Africa with distribution throughout Africa, Great Britain,
Europe and the Middle East.

     The industrial/environmental segment also distributes and services
filtration products and equipment through company-owned branches and
subsidiaries located throughout the United States and in Europe, Singapore,
Malaysia, China and Venezuela.

     During fiscal 2002, the Company continued its development and expansion of
its Total Filtration Program. Under the Program, the Company, primarily through
TFS, offers customers the ability to purchase all of the filters needed by that
customer for its facilities and manufacturing, transportation and construction
equipment. Customers that purchase a broad range of filtration products and
services from multiple suppliers are able, by taking advantage of the Program,
to purchase all of their filter requirements from a single source, and thereby
reducing administrative burdens and uncertainty concerning filter pricing,
availability, delivery, performance and quality. The Company is confident that
it can serve its customers' total filtration requirements because it believes
that it now manufactures and supplies the broadest range of filtration products
in the industry. Several total filtration management contracts were completed in
2001 and 2002 and negotiations continue on others. The Company expects that the
impact of these contracts will grow over the next several years as these
customers' facilities are converted to the Program. The Total Filtration Program
will serve as an added distribution channel for all of the Company's filtration
products.

     Packaging salespersons call directly on customers and prospective customers
for containers and packaging specialties. Each salesperson is trained in all
aspects of J.L. Clark's manufacturing processes with respect to the products
sold and is qualified to consult with customers and prospective customers
concerning the details of their particular requirements. In addition,
salespersons with expertise in specific areas, such as flat-sheet decorating,
are focused on specific customers and markets.

                                        4
<PAGE>

CLASS OF PRODUCTS

     No class of products accounted for 10% or more of the total sales of the
Company in any of the Company's last three fiscal years.

RAW MATERIAL

     Steel, filter media, cartons, aluminum sheet and coil, stainless steel,
chrome vanadium, chrome silicon, resins, gaskets, roll paper, bulk and roll
plastic materials and cotton, wood and synthetic fibers and adhesives are the
most important raw materials used in the manufacture of the Company's products.
All of these are purchased or are available from a variety of sources. The
Company has no long-term purchase commitments. The Company did not experience
shortages in the supply of raw materials during 2002.

PATENTS, TRADEMARKS AND TRADENAMES

     Certain features of some of the Company's products are covered by domestic
and, in some cases, foreign patents or patent applications. While these patents
are valuable and important for certain products, the Company does not believe
that its competitive position is dependent upon patent protection. The Company
believes, however, that its trademarks and tradenames used in connection with
certain products are significant to its business.

CUSTOMERS

     The largest 10 customers of the Engine/Mobile Filtration segment accounted
for 20.6% of the $263,512,000 of fiscal year 2002 sales of such segment.

     The largest 10 customers of the Industrial/Environmental Filtration segment
accounted for 28.5% of the $383,613,000 of fiscal year 2002 sales of such
segment.

     The largest 10 customers of the Packaging segment accounted for 62% of the
$68,438,000 of fiscal year 2002 sales of such segment.

     No single customer accounted for 10% or more of the Company's consolidated
2002 sales.

BACKLOG

     At November 30, 2002, the Company had a backlog of firm orders for products
amounting to approximately $71,900,000. The backlog figure for November 30, 2001
was approximately $65,500,000. Substantially all of the orders on hand at
November 30, 2002 are expected to be filled during fiscal 2003.

COMPETITION

     The Company encounters strong competition in the sale of all of its
products. The Company competes in a number of filtration markets against a
variety of competitors. The Company is unable to state its relative competitive
position in all of these markets due to a lack of reliable industry-wide data.
However, in the replacement market for heavy duty liquid and air filters used in
internal combustion engines, the Company believes that it is among the top five
companies measured by annual sales. In addition, the Company believes that it is
a leading manufacturer of liquid and air filters for diesel locomotives. The
Company believes that for industrial and environmental filtration products, it
is among the top five companies measured by annual sales.

     In the Packaging segment, its principal competitors include several
manufacturers whose specialty packaging segments are smaller than the Company's
and who often compete on a regional basis only. Strong competition is also
presented by manufacturers of paper, plastic and glass containers. The Company's
competitors generally manufacture and sell a wide variety of products in
addition to packaging products of the type produced by the Company and do not
publish separate sales figures relative to these competitive products.
Consequently, the Company is unable to state its relative competitive position
in those markets.

     The Company believes that it is able to maintain its competitive position
because of the quality and breadth of its products and services and the broad
geographic scope of its operations.

                                        5
<PAGE>

PRODUCT DEVELOPMENT

     The Company's Technical Centers and laboratories test product components
and completed products to insure high quality manufacturing results, evaluate
competitive products, aid suppliers in the development of product components,
and conduct controlled tests of newly designed filters, filtration systems and
packaging products for particular uses. Product development departments are
concerned with the improvement and creation of new filters, filtration systems,
containers and packaging products in order to broaden the uses of these items,
counteract obsolescence and evaluate other products available in the
marketplace.

     In fiscal 2002, the Company employed 81 professional employees on either a
full-time or part-time basis on research activities relating to the development
of new products or the improvement or redesign of its existing products. During
this period the Company spent approximately $6,482,000 on such activities as
compared with $5,365,000 for 2001 and $6,942,000 for 2000.

ENVIRONMENTAL FACTORS

     The Company is not aware of any facts which would cause it to believe that
it is in material violation of existing applicable standards with respect to
emissions to the atmosphere, discharges to waters, or treatment, storage and
disposal of solid or hazardous wastes.

     The Company is party to various proceedings relating to environmental
issues. The U.S. Environmental Protection Agency (EPA) and/or other responsible
state agencies have designated the Company as a potentially responsible party
(PRP), along with other companies, in remedial activities for the cleanup of
waste sites under the federal Superfund statute.

     During fiscal 2002, the Company was addressing two claims for environmental
remediation costs at two sites where it has been named a potentially responsible
party. Negotiated settlements have been reached concerning waste disposal by the
Company and other companies at these sites in Maryland and Illinois at a total
accrued cost to the Company of less than $50,000.

     Although it is not certain what future environmental claims, if any may be
asserted, the Company currently believes that its potential liability for known
environmental matters does not exceed its present accruals of $50,000. However,
environmental and related remediation costs are difficult to quantify for a
number of reasons including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of environmental regulation and the continuing
advancement of remediation technology. Applicable federal law may impose joint
and several liability on each PRP for the cleanup of a contaminated site.

     The Company does anticipate, however, that it may be required to install
additional pollution control equipment to augment or replace existing equipment
in the future in order to meet applicable environmental standards. During fiscal
2003, the Company expects to upgrade certain oxidizers used to remove air borne
contaminants at its Rockford, Illinois, packaging manufacturing facility. The
cost of this project is expected to be about $1.4 million. The Company is
presently unable to predict the timing or the cost of any other project of this
nature and cannot give any assurance that the cost of such projects may not have
an adverse effect on earnings. However, the Company is not aware, at this time,
of any additional significant current or pending requirements to install such
equipment at any of its facilities.

EMPLOYEES

     As of November 30, 2002, the Company had approximately 4,594 employees.

     (d) Financial Information About Foreign and Domestic Operations and Export
Sales

     Financial information relating to export sales and the Company's operations
in the United States and other countries is set forth on page 24 of the Annual
Report and is incorporated herein by reference and filed as part of Exhibit
13(a)(vi) to this 2002 Form 10-K. The Company is not aware of any unusual risks
attendant to the conduct of its operations in other countries.

                                        6
<PAGE>

INTERNET WEBSITE

     The Company's Internet address is www.clarcor.com. The Company makes
available, free of charge, on its Internet website, its annual report on Form
10-K, its quarterly reports on Form 10-Q, its current reports on Form 8-K and
amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Exchange Act as soon as reasonably practicable after such forms are
electronically filed with the SEC.

ITEM 2. PROPERTIES.

Location

     An office building owned by the Company located in Rockford, Illinois
houses the Corporate offices in 22,000 square feet of office space.

     Engine/Mobile Filtration.  The following is a description of the principal
properties utilized by the Company in conducting its Engine/Mobile Filtration
business:

     The Baldwin Filters' Kearney, Nebraska plant contains 516,000 square feet
of manufacturing and warehousing space, 25,000 square feet of research and
development space, and 40,000 square feet of office space. The Kearney facility
is located on a site of approximately 40 acres. A manufacturing facility located
in Yankton, South Dakota has approximately 170,000 square feet of floor space on
a 21 acre tract. Both facilities are owned by the Company. In addition, Baldwin
has a capital lease for a 100,000 square foot manufacturing facility on a site
of 20 acres in Gothenburg, Nebraska.

     The Company also manufactures filters in Lancaster, Pennsylvania at its
Clark Filter plant. The building, constructed about 1968 on an 11.4 acre tract
of land, contains 168,000 square feet of manufacturing and office space and is
owned by the Company.

     Locker owns two facilities on four acres in Warrington, Cheshire, England,
which are used for offices, manufacturing and warehousing. These facilities
total approximately 6,600 square meters.

     The Company leases various facilities in Australia, Belgium, Mexico, South
Africa and the United Kingdom for the manufacture and distribution of
engine/mobile filtration products.

     Industrial/Environmental Filtration.  The following is a description of the
principal properties utilized by the Company in conducting its
Industrial/Environmental Filtration business:

     Airguard has nine manufacturing and warehousing locations. It leases
142,000 square feet in New Albany, Indiana, 100,000 square feet in Louisville,
Kentucky, 84,000 square feet in Corona, California, 44,500 square feet in
Dallas, Texas and 83,000 square feet in Rockford, Illinois and a smaller
facility in North Carolina. The Company owns the following three facilities. The
Airguard High Efficiency Filter plant, located in Jeffersontown, Kentucky on a
7.5 acre tract of land, contains 100,000 square feet of manufacturing and office
facilities. Airguard also produces air filtration products in a 290,000 square
foot manufacturing facility in Campbellsville, Kentucky. Airguard's ATI
manufacturing and office facility in Ottawa, Kansas, contains 31,000 square
feet.

     Airguard administrative and sales offices and distribution facilities are
located in leased facilities in Louisville, Kentucky; Atlanta, Georgia;
Portland, Oregon; Commerce City, Colorado; Dallas, Texas; Corona and Sacramento,
California and New Albany, Indiana. Airguard leases facilities in Malaysia,
Singapore and Venezuela.

     Facet owns manufacturing and distribution facilities in Tulsa, Oklahoma and
La Coruna, Spain. The Tulsa facilities contain approximately 142,000 square feet
on a 16 acre site. The La Coruna facility is on an approximately 17,000 square
meter site and the building contains 5,700 square meters. Facet also leases
facilities in Stillwell, Oklahoma; Tulsa, Oklahoma; Italy; Germany; France;
United Kingdom and The Netherlands.

     Purolator owns a 228,500 square-foot manufacturing and office facility in
Henderson, North Carolina on a site of approximately 25 acres. Purolator also
owns a 42,500 square foot manufacturing and office facility in Kenly, North
Carolina. Purolator leases sales, manufacturing and distribution facilities in
Fresno, California;

                                        7
<PAGE>

Hayward, California; Sacramento, California; Davenport, Iowa; Wichita, Kansas;
Metuchen, New Jersey; Henderson, North Carolina; Sparks, Nevada; Fairfax,
Virginia and Auburn, Washington.

     Purolator Facet, Inc. ("PFI") owns a manufacturing and distribution
facility in Greensboro, North Carolina. This facility contains approximately
88,000 square feet on a 21 acre site. PFI also leases a facility in Greensboro,
North Carolina.

     TFS leases 85,000 square feet of headquarters space in Rochester Hills,
Michigan. In addition, it leases office, warehouse space or distribution
facilities in Cincinnati, Toledo and Columbus, Ohio; Fort Wayne and
Indianapolis, Indiana; Tonawanda, New York; Saginaw, Michigan; Nashville,
Tennessee; Birmingham, Alabama; Kansas City, Missouri; and several locations in
Mexico and Canada. It also owns an office and warehouse facility consisting of a
total of 33,000 square feet in Goodlettsville, Tennessee.

     United Air Specialists ("UAS") has its offices and primary manufacturing
facility in Blue Ash, Ohio (a suburb of Cincinnati), on approximately 17 acres
of land. This facility was built in 1978 and was expanded in 1991 and 1993 to a
total of approximately 157,000 square feet. In addition, UAS leases sales and
service facilities in Bad Camberg, Germany; Phoenix, Arizona; Hayward,
California; Anaheim, California; Louisville, Kentucky; Troy, Michigan; Jackson,
Mississippi and Houston, Texas.

     Filter Products Inc. owns a 40,000 square foot manufacturing and office
facility in Sacramento, California.

     TFT leases space in North Chelmsford, Massachusetts which houses its office
and manufacturing operations.

     Packaging. The following is a description of the principal properties
utilized by the Company in conducting its Packaging business:

     The Company's J. L. Clark, Rockford, Illinois plant, located on 34 acres,
consists of one-story manufacturing buildings, the first of which was
constructed in 1910. Since then a number of major additions have been
constructed and an injection molding plant was constructed in 1972.
Approximately 450,000 square feet of floor area are devoted to manufacturing,
warehouse and office use. Of the 34 acres, approximately 12 are vacant.

     A J. L. Clark plant is located in Lancaster, Pennsylvania on approximately
11 acres. It consists of a two-story office building containing approximately
7,500 square feet of floor space and a manufacturing plant and warehouse
containing 236,000 square feet of floor space, most of which is on one level.
These buildings were constructed between 1924 and 1964.

     J. L. Clark also leases a manufacturing facility in Lathrop, California.

     The various properties owned by the Company are considered by it to be in
good repair and well maintained. Plant asset additions in 2003 are estimated at
$21,000,000 to $23,000,000 for land, buildings, equipment and machinery and cost
reduction projects.

Function

     Engine/Mobile Filtration.  Oil, air, fuel, hydraulic fluid and coolant
filters are produced at the Baldwin facilities in Kearney and Gothenburg,
Nebraska and Yankton, South Dakota. The various processes of pleating paper,
winding cotton and synthetic fibers, placing the filter element in a metal or
fiber container and painting the containers are highly mechanized, but require
some manual assistance. The plants also maintain an inventory of special dies
and molds for filter manufacture.

     Oil, air and fuel filters, primarily for use in the railroad industry, are
produced at Clark Filter in Lancaster, Pennsylvania.

     At its facilities in Warrington, England, Locker produces large scale air
filtration systems primarily for diesel and gas turbine power installations, air
filters and units for agricultural and off-road vehicles and specialty filters
mainly for vacuums, pharmaceuticals and incineration applications.

                                        8
<PAGE>

     Industrial/Environmental Filtration.  Air filters for the commercial,
residential and industrial markets are produced in the Airguard and Purolator
facilities. Dust collection systems, high efficiency electronic air cleaning
systems and electrostatic precision spraying systems are designed and
manufactured at the UAS facility in Cincinnati, Ohio.

     Specialty filter products for aviation, oil and gas drilling, military,
marine and paper and chemical processes are manufactured and assembled at the
PFI facilities in Greensboro, North Carolina. The manufacturing processes
include bonding and sintering metal, tungsten inert gas and electron beam
welding and diffusion-bonding of wire. Facet designs, manufactures and assembles
filters and filtration systems for aircraft refueling, power generation, water
treatment and general industrial applications at its United States and European
facilities. The company also uses outside contractors for assembly and
manufacturing of some of its products. Many of these products require special
commercial or military technical approvals or product certification.

     Depth media filters for the pharmaceutical, biotech and food and beverage
industries and other critical process filtration applications are manufactured
at the Filter Products Inc. facility in Sacramento, California.

     TFT manufactures string wound and melt blown cartridges and bag filters at
its leased facility in North Chelmsford, Massachusetts.

     Packaging.  The Company's metal and combination metal and plastic packaging
products are produced at J. L. Clark plants located in Rockford, Illinois,
Lancaster, Pennsylvania, and Lathrop, California. The Rockford and Lancaster
plants are completely integrated facilities which include creative and
mechanical art departments and photographic facilities for color separation,
preparation of multiple-design negatives and lithographing plates. Metal sheets
are decorated on coating machines and lithographing presses connected with
conveyor ovens. Decorated sheets are then cut to working sizes on shearing
equipment, following which fabrication is completed by punch presses,
can-forming and can-closing equipment and other specialized machinery for
supplementary operations.

     Plastic packaging capabilities include molding and labeling of irregular
shaped plastic containers and customized plastic closures which have
tamper-evidence as well as convenience features.

ITEM 3. LEGAL PROCEEDINGS.

     The Company is involved in legal actions arising in the normal course of
business. Management is of the opinion that the outcome of these actions will
not have a material adverse effect on the Company's consolidated results of
operations or financial position.

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

     None.

                                        9
<PAGE>

ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT

<Table>
<Caption>
                                                                 AGE AT     YEAR ELECTED
                            NAME                                11/30/02     TO OFFICE
                            ----                                --------    ------------
<S>                                                             <C>         <C>
Norman E. Johnson...........................................       54           2000
  Chairman of the Board, President and Chief Executive
Officer. Mr. Johnson has been employed by the Company since
1990. He was elected President-Baldwin Filters, Inc. in
1990, Vice President-CLARCOR in 1992, Group Vice President-
Filtration Products Group in 1993, President and Chief
Operating Officer in 1995 and Chairman, President and Chief
Executive Officer in 2000. Mr. Johnson has been a Director
of the Company since June 1996.
William B. Walker...........................................       62           2000
  President, Environmental Filtration. Mr. Walker has been
employed by Airguard, a subsidiary of the Company, since
1966. He was elected President of Airguard in 1994,
Executive Vice President-Industrial/Environmental Filtration
in 1999 and President, Environmental Filtration in 2000.
Bruce A. Klein..............................................       55           1995
  Vice President-Finance and Chief Financial Officer. Mr.
Klein was employed by the Company and elected Vice
President-Finance and Chief Financial Officer on January 3,
1995.
David J. Anderson...........................................       64           1999
  Vice President-Corporate Development. Mr. Anderson has
been employed by the Company since 1990. He was elected Vice
President Marketing & Business Development for the CLARCOR
Filtration Products subsidiary in 1991, Vice
President-Corporate Development in 1993, Vice
President-International/Corporate Development in 1994 and
Vice President-Corporate Development in 1999.
David J. Lindsay............................................       47           1995
  Vice President-Administration and Chief Administrative
Officer. Mr. Lindsay has been employed by the Company in
various administrative positions since 1987. He was elected
Vice President-Group Services in 1991, Vice
President-Administration in 1994 and Vice
President-Administration and Chief Administrative Officer in
1995.
Peter F. Nangle.............................................       41           1999
  Vice President-Information Services and Chief Information
Officer. Mr. Nangle has been employed by the Company since
1993. He was elected Vice President-Information Services in
1994, Vice President-Information Services and Operations
Analysis, Chief Information Officer in 1997 and Vice
President-Information Services and Chief Information Officer
in 1999.
Marcia S. Blaylock..........................................       46           2000
  Vice President, Controller. Ms. Blaylock has been an
employee of the Company since 1974. She was elected
Assistant Secretary in 1994, Corporate Secretary in 1995,
Vice President and Corporate Secretary in 1996, Vice
President, Controller and Corporate Secretary in 1997 and
Vice President, Controller in 2000.
David J. Boyd...............................................       62           2000
  Vice President, General Counsel and Corporate Secretary.
Mr. Boyd became an officer of the Company in May 2000. Prior
to that date he served as a partner in the law firm of
Sidley Austin Brown & Wood since 1972.
</Table>

     Each executive officer of the Company is elected by the Board of Directors
for a term of one year which begins at the Board of Directors Meeting at which
he or she is elected, held at the time of the Annual Meeting of Shareholders,
and ends on the date of the next Annual Meeting of Shareholders or upon the due
election and qualification of his or her successor.

                                        10
<PAGE>

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.

     The Company's Common Stock is listed on the New York Stock Exchange; it is
traded under the symbol CLC. The following table sets forth the high and low
market prices as quoted during the relevant periods on the New York Stock
Exchange and dividends per share paid for each quarter of the last two fiscal
years.

<Table>
<Caption>
                                                                MARKET PRICE
                                                              -----------------
                       QUARTER ENDED                           HIGH       LOW     DIVIDEND
                       -------------                          -------   -------   --------
<S>                                                           <C>       <C>       <C>
March 2, 2002...............................................  $29.100   $25.150    $.1200
June 1, 2002................................................   34.000    28.830     .1200
August 31, 2002.............................................   32.010    25.030     .1200
November 30, 2002...........................................   33.840    27.730     .1225
                                                                                   ------
Total Dividends.............................................                       $.4825
                                                                                   ======
</Table>

<Table>
<Caption>
                                                                MARKET PRICE
                                                              -----------------
                       QUARTER ENDED                           HIGH       LOW     DIVIDENDS
                       -------------                           ----       ---     ---------
<S>                                                           <C>       <C>       <C>
March 3, 2001...............................................  $25.375   $16.875    $.1175
June 2, 2001................................................   26.844    22.500     .1175
September 1, 2001...........................................   27.547    24.656     .1175
December 1, 2001............................................   27.594    21.906     .1200
                                                                                   ------
Total Dividends.............................................                       $.4725
                                                                                   ======
</Table>

     The approximate number of holders of record of the Company's Common Stock
at January 15, 2003 is 1,300. In addition, the Company believes that there are
approximately 5,500 beneficial owners whose shares are held in street names.

ITEM 6. SELECTED FINANCIAL DATA.

     The information required hereunder is set forth on pages 26 and 27 of the
Annual Report under the caption "11-Year Financial Review," is incorporated
herein by reference and is filed as Exhibit 13(a)(ix) to this 2002 Form 10-K.

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

     The information required hereunder is set forth on pages 7 through 11 of
the Annual Report under the caption "Financial Review," is incorporated herein
by reference and is filed as Exhibit 13(a)(x) to this 2002 Form 10-K.

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

     The information required hereunder is set forth on page 10 of the Annual
Report under the caption "Financial Review -- Other Matters -- Market Risk," is
incorporated herein by reference and is filed as part of Exhibit 13(a)(x) to
this 2002 Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements, the Notes thereto and the report
thereon of PricewaterhouseCoopers LLP, independent accountants, required
hereunder with respect to the Company and its consolidated subsidiaries are set
forth on pages 12 through 25, inclusive, of the Annual Report, are incorporated
herein by reference and are filed as Exhibits 13(a)(ii) through 13(a)(vii) to
this 2002 Form 10-K.

                                        11
<PAGE>

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

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Certain information required hereunder is set forth on pages 1 and 2 of the
Company's Proxy Statement dated February 20, 2003 (the "Proxy Statement") for
the Annual Meeting of Shareholders to be held on March 24, 2003 under the
caption "Election of Directors -- Nominees for Election to the Board of
Directors" and "-- Information Concerning Nominees and Directors" and is
incorporated herein by reference. Additional information required hereunder is
set forth on page 5 of the Proxy Statement under the caption "Beneficial
Ownership of the Company's Common Stock -- Section 16(a) Beneficial Ownership
Reporting Compliance" and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

     The information required hereunder is set forth on pages 6 through 9
inclusive, of the Proxy Statement under the caption "Compensation of Executive
Officers and Other Information" and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

     The information required hereunder is set forth on page 22 of the Proxy
Statement under the caption "Approval of 2004 Incentive Plan -- Equity
Compensation Plan Information" and on pages 4 and 5 of the Proxy Statement under
the caption "Beneficial Ownership of the Company's Common Stock" and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.

ITEM 14. CONTROLS AND PROCEDURES.

     The Company has established disclosure controls and procedures which are
designed to ensure that information required to be disclosed in reports filed or
submitted under the Securities Exchange Act of 1934 are recorded, processed,
summarized, and reported, within the time periods specified in the Securities
and Exchange Commission's rules and forms. Norman E. Johnson, Chairman of the
Board, President, and Chief Executive Officer and Bruce A. Klein, Vice
President -- Finance and Chief Financial Officer, evaluated the effectiveness of
the Company's disclosure controls and procedures as of November 30, 2002. Based
on their evaluation, they concluded that the Company's disclosure controls and
procedures were effective in achieving the objectives for which they were
designed. Since their evaluation, there have been no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                        12
<PAGE>

                                    PART IV

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

     (a) Financial Statements

     The following financial information is incorporated herein by reference to
the Company's Annual Report to Shareholders for the fiscal year ended November
30, 2002:

     *Consolidated Balance Sheets at November 30, 2002 and 2001

     *Consolidated Statements of Earnings for the years ended November 30, 2002,
2001 and 2000

     *Consolidated Statements of Shareholders' Equity for the years ended
November 30, 2002, 2001 and 2000

     *Consolidated Statements of Cash Flows for the years ended November 30,
2002, 2001 and 2000

     *Notes to Consolidated Financial Statements

     *Report of Independent Accountants

     *Management's Report on Responsibility for Financial Reporting
------------------------------
*Filed herewith as part of Exhibit 13(a) to this 2002 Form 10-K

     The following items are set forth herein on the pages indicated:

Report of Independent Accountants..........................................  F-1

Financial Statement Schedules:

     II. Valuation and Qualifying Accounts.................................  F-2

     Financial statements and schedules other than those listed above are
omitted for the reason that they are not applicable, are not required, or the
information is included in the financial statements or the footnotes therein.

     (b) None

     (c) Exhibits

<Table>
<S>          <C>

 3.1         The registrant's Second Restated Certificate of
             Incorporation. Incorporated by reference to Exhibit 3.1 to
             the Company's Annual Report on Form 10-K for the fiscal year
             ended November 30, 1998.

 3.1(a)      Amendment to ARTICLE FOURTH of the Second Restated
             Certificate of Incorporation. Incorporated by reference to
             the Company's Proxy Statement dated February 18, 1999 for
             the Annual Meeting of Shareholders held on March 23, 1999.

 3.2         The registrant's By-laws, as amended. Incorporated by
             reference to Exhibit 3.2 to the Company's Annual Report on
             Form 10-K for the fiscal year ended November 30, 1995.

 3.3         Certificate of Designation of Series B Junior Participating
             Preferred Stock of CLARCOR as filed with the Secretary of
             State of the State of Delaware on April 2, 1996.
             Incorporated by reference to Exhibit 4.5 to the Registration
             Statement on Form 8-A filed April 3, 1996.

 4.1         Stockholder Rights Agreement dated as of March 28, 1996
             between the registrant and the First Chicago Trust Company
             of New York. Incorporated by reference to Exhibit 4 to the
             Company's Current Report on Form 8-K filed April 3, 1996.

 4.1(a)      First Amendment to Stockholders Rights Agreement dated as of
             March 23, 1999. Incorporated by reference to Exhibit 4 to
             the Company's Form 8-A/A filed March 29, 1999.
</Table>

                                        13
<PAGE>
<Table>
<S>          <C>
 4.2         Certain instruments defining the rights of holders of
             long-term debt securities of CLARCOR and its subsidiaries
             are omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation
             S-K. CLARCOR hereby agrees to furnish copies of these
             instruments to the SEC upon request.

 4.2(a)      Multicurrency Credit Agreement dated as of September 9,
             1999. Incorporated by reference to Exhibit 4 to the
             Company's Current Report on Form 8-K filed September 17,
             1999.

10.1         The registrant's Deferred Compensation Plan for Directors.
             Incorporated by reference to Exhibit 10.1 to the Company's
             Annual Report on Form 10-K for the fiscal year ended
             November 30, 1984 (the "1984 10-K").

10.2         The registrant's Supplemental Retirement Plan. Incorporated
             by reference to Exhibit 10.2 to the 1984 10-K.

10.2(a)      The registrant's 1994 Executive Retirement Plan.
             Incorporated by reference to Exhibit 10.2(a) to the
             Company's Annual Report on Form 10-K for the fiscal year
             ended December 3, 1994 ("1994 10-K").

10.2(b)      The registrant's 1994 Supplemental Pension Plan.
             Incorporated by reference to Exhibit 10.2(b) to the 1994
             10-K.

10.2(c)      The registrant's Supplemental Retirement Plan (as amended
             and restated effective December 1, 1994). Incorporated by
             reference to Exhibit 10.2(c) to the 1994 10-K.

10.3         The registrant's 1984 Stock Option Plan. Incorporated by
             reference to Exhibit A to the Company's Proxy Statement
             dated March 2, 1984 for the Annual Meeting of Shareholders
             held on March 31, 1984.

10.4         Employment Agreements with certain officers. Incorporated by
             reference to Exhibit 5 to the Company's Current Report on
             Form 8-K filed July 25, 1989.

10.4(a)(1)   Form of Amended and Restated Employment Agreement with each
             of David J. Anderson, Marcia S. Blaylock, David J. Boyd,
             Bruce A. Klein, David J. Lindsay, Norman E. Johnson, Peter
             F. Nangle, and William B. Walker. Incorporated by Reference
             to Exhibit 10.4(a)(1) to the Company's Annual Report on Form
             10-K for the fiscal year ended December 2, 2000 (the "2000
             10-K").

10.4(b)      Employment Agreement with Lawrence E. Gloyd dated July 1,
             1997. Incorporated by reference to Exhibit 10.4(b) to the
             Company's Annual Report on Form 10-K for the fiscal year
             ended November 30, 1997 ("1997 10-K").

 10.4(c)     Employment Agreement with Norman E. Johnson dated July 1,
             1997. Incorporated by reference to Exhibit 10.4(c) to the
             1997 10-K.

 10.4(c)(1)  Amended and Restated Employment Agreement with Norman E.
             Johnson dated as of December 17, 2000. Incorporated by
             Reference to Exhibit 10.4(c)(1) to the 2000 10-K.

 10.4(d)     Trust Agreement dated December 1, 1997. Incorporated by
             reference to Exhibit 10.4(d) to the 1997 10-K.

 10.4(e)     Executive Benefit Trust Agreement dated December 22, 1997.
             Incorporated by reference to Exhibit 10.4(e) to the 1997
             10-K.

 10.5        The registrant's 1994 Incentive Plan (the "Plan") as amended
             through June 30, 2000. Incorporated by Reference to Exhibit
             10.5 to the 2000 10-K.

 10.5(a)     Amendment to the Plan adopted December 18, 2000.
             Incorporated by Reference to Exhibit 10.5(a) to the 2000
             10-K.

 10.5(b)     The registrant's 2004 Incentive Plan as proposed to be
             adopted by the shareholders of the Company at the Annual
             Meeting of Shareholders on March 24, 2003. Incorporated by
             reference to Exhibit A to the Proxy Statement.

*12.1        Computation of Certain Ratios.
</Table>

                                        14
<PAGE>
<Table>
<S>          <C>
*13 (a)      The following items incorporated by reference herein from
             the Company's 2002 Annual Report to Shareholders ("2002
             Annual Report"), are filed as Exhibits to this Annual Report
             on Form 10-K:
</Table>

<Table>
<C>         <S>
       (i)       Business segment information for the fiscal years 2000
                 through 2002 set forth on pages 23 and 24 of the 2002
                 Annual Report (included in Exhibit 13(a)(vi) -- Note P
                 of Notes to Consolidated Financial Statements);
      (ii)       Consolidated Balance Sheets of the Company and its
                 Subsidiaries at November 30, 2002 and 2001 set forth on
                 page 12 of the 2002 Annual Report;
     (iii)       Consolidated Statements of Earnings of the Company and
                 its Subsidiaries for the years ended November 30, 2002,
                 2001 and 2000 set forth on page 13 of the 2002 Annual
                 Report;
      (iv)       Consolidated Statements of Shareholders' Equity for the
                 Company and its Subsidiaries for the years ended
                 November 30, 2002, 2001 and 2000 set forth on page 14
                 of the 2002 Annual Report;
       (v)       Consolidated Statements of Cash Flows of the Company
                 and its Subsidiaries for the years ended November 30,
                 2002, 2001 and 2000 set forth on page 15 of the 2002
                 Annual Report;
      (vi)       Notes to Consolidated Financial Statements set forth on
                 pages 16 through 24 of the 2002 Annual Report;
     (vii)       Report of Independent Accountants set forth on page 25
                 of the 2002 Annual Report;
    (viii)       Management's Report on Responsibility for Financial
                 Reporting set forth on page 25 of the 2002 Annual
                 Report;
      (ix)       Information under the caption "11-Year Financial
                 Review" set forth on pages 26 and 27 of the 2002 Annual
                 Report; and
       (x)       Management's Discussion and Analysis of Financial
                 Condition and Results of Operation set forth under the
                 caption "Financial Review" on pages 7 through 11 of the
                 2002 Annual Report.
</Table>

<Table>
<S>         <C>

*21         Subsidiaries of the Registrant.

*23         Consent of Independent Accountants.

*99.1       Certifications pursuant to Section 1350 of Chapter 63 of
            Title 18 of the United States Code.
</Table>

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

* Filed herewith.

                                        15
<PAGE>

                                   SIGNATURES

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

Date: February 20, 2003                   CLARCOR Inc.
                                          (Registrant)

                                          By:    /s/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                             Chairman of the Board, President
                                                & Chief Executive Officer

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

<Table>
<S>                      <C>  <C>
Date: February 20, 2003  By:               /s/ NORMAN E. JOHNSON
                              ------------------------------------------------
                                             Norman E. Johnson
                                     Chairman of the Board, President &
                                    Chief Executive Officer and Director

Date: February 20, 2003  By:                 /s/ BRUCE A. KLEIN
                              ------------------------------------------------
                                               Bruce A. Klein
                                        Vice President -- Finance &
                                          Chief Financial Officer

Date: February 20, 2003  By:               /s/ MARCIA S. BLAYLOCK
                              ------------------------------------------------
                                             Marcia S. Blaylock
                               Vice President, Controller & Chief Accounting
                                                  Officer

Date: February 20, 2003  By:                  /s/ J. MARC ADAM
                              ------------------------------------------------
                                                J. Marc Adam
                                                  Director

Date: February 20, 2003  By:             /s/ ROBERT J. BURGSTAHLER
                              ------------------------------------------------
                                           Robert J. Burgstahler
                                                  Director

Date: February 20, 2003  By:               /s/ LAWRENCE E. GLOYD
                              ------------------------------------------------
                                             Lawrence E. Gloyd
                                                  Director

Date: February 20, 2003  By:               /s/ ROBERT H. JENKINS
                              ------------------------------------------------
                                             Robert H. Jenkins
                                                  Director
</Table>

                                        16
<PAGE>

<Table>
<S>                         <C>        <C>
Date: February 20, 2003     By:                   /s/ PHILIP R. LOCHNER, JR.
                                       ------------------------------------------------
                                                    Philip R. Lochner, Jr.
                                                           Director

Date: February 20, 2003     By:                      /s/ JAMES L. PACKARD
                                       ------------------------------------------------
                                                       James L. Packard
                                                           Director

Date: February 20, 2003     By:
                                       ------------------------------------------------
                                                       Roseann Stevens
                                                           Director

Date: February 20, 2003     By:                      /s/ KEITH E. WANDELL
                                       ------------------------------------------------
                                                       Keith E. Wandell
                                                           Director
</Table>

                                        17
<PAGE>

                                 CERTIFICATIONS

I, Norman E. Johnson, certify that:

     1. I have reviewed this annual report on Form 10-K of CLARCOR Inc.;

     2. Based on my knowledge, this annual 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 annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

     4. The registrant's other certifying officers 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 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 annual 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 annual report (the "Evaluation Date"); and

          (c) presented in this annual 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 officers 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 function):

          (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 officers and I have indicated in this
annual 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/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                           Chairman of the Board, President and
                                                          Chief
                                                    Executive Officer

Date: February 20, 2003

                                        18
<PAGE>

                                 CERTIFICATIONS

I, Bruce A. Klein, certify that:

     1. I have reviewed this annual report on Form 10-K of CLARCOR Inc.;

     2. Based on my knowledge, this annual 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 annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

     4. The registrant's other certifying officers 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 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 annual 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 annual report (the "Evaluation Date"); and

          (c) presented in this annual 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 officers 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 function):

          (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 officers and I have indicated in this
annual 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/ BRUCE A. KLEIN
                                          --------------------------------------
                                                      Bruce A. Klein
                                             Vice President-Finance and Chief
                                                    Financial Officer

Date: February 20, 2003

                                        19
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

Our audits of the consolidated financial statements referred to in our report
dated January 8, 2003 appearing on page 25 in the 2002 Annual Report to
Shareholders of CLARCOR Inc. and Subsidiaries (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedule listed in Item
15(a) of this Form 10-K (page 13, index of exhibits). In our opinion, the
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

                                          /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
January 8, 2003

                                       F-1
<PAGE>

                                  CLARCOR INC.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED NOVEMBER 30, 2002, 2001 AND 2000
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                  COLUMN A                      COLUMN B           COLUMN C             COLUMN D      COLUMN E
--------------------------------------------   ----------   -----------------------    ----------    ----------
                                                                   ADDITIONS
                                                            -----------------------
                                                               (1)          (2)
                                               BALANCE AT   CHARGED TO   CHARGED TO                  BALANCE AT
                                               BEGINNING    COSTS AND      OTHER                       END OF
                DESCRIPTION                    OF PERIOD     EXPENSES     ACCOUNTS     DEDUCTIONS      PERIOD
--------------------------------------------   ----------   ----------   ----------    ----------    ----------
<S>                                            <C>          <C>          <C>           <C>           <C>
2002:
Allowance for losses on accounts
  receivable................................     $7,920       $2,379       $   95(A)     $3,374(B)     $7,020
                                                 ======       ======       ======        ======        ======
2001:
Allowance for losses on accounts
  receivable................................     $5,027       $1,628       $2,286(A)     $1,021(B)     $7,920
                                                 ======       ======       ======        ======        ======
2000:
Allowance for losses on accounts
  receivable................................     $5,155       $1,167       $   17(A)     $1,312(B)     $5,027
                                                 ======       ======       ======        ======        ======
</Table>

NOTES:

(A) Due to business acquisitions.

(B) Bad debts written off during year, net of recoveries.

                                       F-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>3
<FILENAME>c73959exv12w1.txt
<DESCRIPTION>EXHIBIT 12.1
<TEXT>
<PAGE>
                                                                    EXHIBIT 12.1


CLARCOR INC.
STATEMENT RE COMPUTATION OF RATIOS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                                Fiscal Years Ended (A)
                                                     -----------------------------------------------------------------------------
                                                        2002         2001         2000         1999         1998         1997
                                                     ----------   ----------   ----------   ----------   ----------   ----------
<S>                                                  <C>          <C>          <C>          <C>          <C>          <C>

Return on Beginning Assets
   Net Earnings                                      $   46,601   $   41,893   $   40,237   $   35,412   $   32,079   $   26,918
   Divided by Beginning Assets                          530,617      501,930      472,991      305,766      282,519      267,019
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Return on Beginning Assets                       8.8%         8.3%         8.5%        11.6%        11.4%        10.1%
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Return on Beginning Shareholders' Equity
   Net Earnings                                      $   46,601   $   41,893   $   40,237   $   35,412   $   32,079   $   26,918
   Divided by Beginning Shareholders' Equity            274,261      242,093      210,718      186,807      171,162      154,681
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Return on Beginning Shareholders' Equity        17.0%        17.3%        19.1%        19.0%        18.7%        17.4%
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Dividend Payout to Net Earnings
  Dividends Paid                                     $   11,975   $   11,575   $   11,207   $   10,814   $   10,717   $   10,290
  Divided by Net Earnings                                46,601       41,893       40,237       35,412       32,079       26,918
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Dividend Payout to Net Earnings                 25.7%        27.6%        27.9%        30.5%        33.4%        38.2%
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Debt to Capitalization
  Current Debt                                       $   68,456   $    5,579   $    5,482   $    5,440   $      470   $    1,140
  Long Term Debt                                         22,648      135,203      141,486      145,981       36,419       37,656
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Total Debt                                       $   91,104   $  140,782   $  146,968   $  151,421   $   36,889   $   38,796
  Ending Shareholders' Equity                           315,461      274,261      242,093      210,718      186,807      171,162
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Capitalization                            $  406,565   $  415,043   $  389,061   $  362,139   $  223,696   $  209,958
                                                     ----------   ----------   ----------   ----------   ----------   ----------

  Debt                                               $   91,104   $  140,782   $  146,968   $  151,421   $   36,889   $   38,796
  Divided by Capitalization                             406,565      415,043      389,061      362,139      223,696      209,958
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Debt to Capitalization                          22.4%        33.9%        37.8%        41.8%        16.5%        18.5%
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Working Capital
  Current Assets                                     $  259,746   $  244,350   $  230,479   $  227,670   $  168,173   $  160,527
  Less Current Liabilities                              174,255       94,931       97,826       97,475       61,183       54,237
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Working Capital                           $   85,491   $  149,419   $  132,653   $  130,195   $  106,990   $  106,290
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Current Ratio
  Current Assets                                     $  259,746   $  244,350   $  230,479   $  227,670   $  168,173   $  160,527
  Divided by Current Liabilities                        174,255       94,931       97,826       97,475       61,183       54,237
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Current Ratio                                    1.5          2.6          2.4          2.3          2.7          3.0
                                                     ==========   ==========   ==========   ==========   ==========   ==========

Free Cash Flow
  Cash Flow From Operations                          $   85,019   $   63,290   $   54,130   $   38,642   $   42,267   $   41,632
  Less Capital Expenditures                              12,204       18,204       29,005       21,822       15,825       11,349
  Less Dividends Paid                                    11,975       11,575       11,207       10,814       10,717       10,290
                                                     ----------   ----------   ----------   ----------   ----------   ----------
    Equals Free Cash Flow                            $   60,840   $   33,511   $   13,918   $    6,006   $   15,725   $   19,993
                                                     ==========   ==========   ==========   ==========   ==========   ==========

<Caption>
                                                                           Fiscal Years Ended (A)
                                                     ----------------------------------------------------------------
                                                        1996          1995          1994         1993         1992
                                                     ----------    ----------    ----------   ----------   ----------
<S>                                                  <C>           <C>           <C>          <C>          <C>

Return on Beginning Assets
   Net Earnings                                      $   25,945    $   23,500    $   21,416   $   17,277   $   13,619
   Divided by Beginning Assets                          245,697       206,928       191,657      181,660      179,337
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Return on Beginning Assets                      10.6%         11.4%         11.2%         9.5%         7.6%
                                                     ==========    ==========    ==========   ==========   ==========

Return on Beginning Shareholders' Equity
   Net Earnings                                      $   25,945    $   23,500    $   21,416   $   17,277   $   13,619
   Divided by Beginning Shareholders' Equity            138,144       122,801       110,299      105,460      102,000
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Return on Beginning Shareholders' Equity        18.8%         19.1%         19.4%        16.4%        13.4%
                                                     ==========    ==========    ==========   ==========   ==========

Dividend Payout to Net Earnings
  Dividends Paid                                     $    9,512    $    9,330    $    9,201   $    9,036   $    8,958
  Divided by Net Earnings                                25,945        23,500        21,416       17,277       13,619
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Dividend Payout to Net Earnings                 36.7%         39.7%         43.0%        52.3%        65.8%
                                                     ==========    ==========    ==========   ==========   ==========

Debt to Capitalization
  Current Debt                                       $    7,625    $    7,596    $    7,579   $    7,921   $    6,825
  Long Term Debt                                         43,449        41,860        25,090       32,650       38,534
                                                     ----------    ----------    ----------   ----------   ----------
    Total Debt                                       $   51,074    $   49,456    $   32,669   $   40,571   $   45,359
  Ending Shareholders' Equity                           154,681       138,144       122,801      110,299      105,460
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Capitalization                            $  205,755    $  187,600    $  155,470   $  150,870   $  150,819
                                                     ----------    ----------    ----------   ----------   ----------

  Debt                                               $   51,074    $   49,456    $   32,669   $   40,571   $   45,359
  Divided by Capitalization                             205,755       187,600       155,470      150,870      150,819
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Debt to Capitalization                          24.8%         26.4%         21.0%        26.9%        30.1%
                                                     ==========    ==========    ==========   ==========   ==========

Working Capital
  Current Assets                                     $  140,726    $  133,286    $  109,992   $   97,569   $  105,067
  Less Current Liabilities                               51,297        49,841        43,926       37,647       30,559
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Working Capital                           $   89,429    $   83,445    $   66,066   $   59,922   $   74,508
                                                     ==========    ==========    ==========   ==========   ==========

Current Ratio
  Current Assets                                     $  140,726    $  133,286    $  109,992   $   97,569   $  105,067
  Divided by Current Liabilities                         51,297        49,841        43,926       37,647       30,559
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Current Ratio                                    2.7           2.7           2.5          2.6          3.4
                                                     ==========    ==========    ==========   ==========   ==========

Free Cash Flow
  Cash Flow From Operations                          $   26,675    $   21,092    $   25,670   $   20,727   $   23,456
  Less Capital Expenditures                              22,230        14,471        12,119       10,776        8,290
  Less Dividends Paid                                     9,512         9,330         9,201        9,036        8,958
                                                     ----------    ----------    ----------   ----------   ----------
    Equals Free Cash Flow                            $   (5,067)   $   (2,709)   $    4,350   $      915   $    6,208
                                                     ==========    ==========    ==========   ==========   ==========
</Table>

(A)      Calculation of Certain Items Presented in the "11-Year Financial
         Review" Filed with Form 10-K for Fiscal Year Ended 11/30/2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(II)
<SEQUENCE>4
<FILENAME>c73959exv13wxayxiiy.txt
<DESCRIPTION>CONSOLIDATED BALANCE SHEETS
<TEXT>
<PAGE>
                                                               EXHIBIT 13(a)(ii)

CONSOLIDATED BALANCE SHEETS
NOVEMBER 30, 2002 AND 2001
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<Table>
<Caption>
ASSETS                                                                     2002              2001
                                                                       ------------      ------------
<S>                                                                    <C>               <C>

Current assets:
    Cash and short-term cash investments .........................     $     13,747      $      7,418
    Accounts receivable, less allowance for losses
         of $7,020 for 2002 and $7,920 for 2001 ..................          121,482           115,003
    Inventories ..................................................          101,846           103,002
    Prepaid expenses and other current assets ....................            5,576             5,409
    Deferred income taxes ........................................           17,095            13,518
                                                                       ------------      ------------
              Total current assets ...............................          259,746           244,350
                                                                       ------------      ------------

Plant assets, at cost less accumulated depreciation ..............          132,892           137,316
Acquired intangibles, less accumulated amortization ..............          122,529           119,194
Pension assets ...................................................           21,771            18,939
Other noncurrent assets ..........................................            9,181            10,818
                                                                       ------------      ------------
              Total assets .......................................     $    546,119      $    530,617
                                                                       ============      ============

LIABILITIES

Current liabilities:
    Current portion of long-term debt ............................     $     68,456      $      5,579
    Accounts payable and accrued liabilities .....................           97,738            84,826
    Income taxes .................................................            8,061             4,526
                                                                       ------------      ------------
              Total current liabilities ..........................          174,255            94,931
                                                                       ------------      ------------

Long-term debt, less current portion .............................           22,648           135,203
Postretirement health care benefits ..............................            4,033             3,851
Long-term pension liabilities ....................................            7,823             4,955
Deferred income taxes ............................................           19,045            15,114
Other long-term liabilities ......................................            2,318             1,868
Minority interests ...............................................              536               434

Contingencies

SHAREHOLDERS' EQUITY

Capital stock:
    Preferred, par value $1, authorized 5,000,000 shares,
         none issued .............................................               --                --
    Common, par value $1, authorized 60,000,000 shares,
         issued 24,918,614 in 2002 and 24,626,236 in 2001 ........           24,919            24,626
    Capital in excess of par value ...............................           12,854             9,565
    Accumulated other comprehensive earnings .....................           (6,187)           (9,179)
    Retained earnings ............................................          283,875           249,249
                                                                       ------------      ------------
              Total shareholders' equity .........................          315,461           274,261
                                                                       ------------      ------------
              Total liabilities and shareholders' equity .........     $    546,119      $    530,617
                                                                       ============      ============
</Table>


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(III)
<SEQUENCE>5
<FILENAME>c73959exv13wxayxiiiy.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF EARNINGS
<TEXT>
<PAGE>

                                                              EXHIBIT 13(a)(iii)

CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE YEARS ENDED NOVEMBER 30, 2002, 2001 AND 2000
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                           2002              2001              2000
                                                                       ------------      ------------      ------------
<S>                                                                    <C>               <C>               <C>

Net sales ........................................................     $    715,563      $    666,964      $    652,148

Cost of sales ....................................................          508,273           471,477           453,803
                                                                       ------------      ------------      ------------

         Gross profit ............................................          207,290           195,487           198,345

Selling and administrative expenses ..............................          129,515           119,677           122,358
                                                                       ------------      ------------      ------------

         Operating profit ........................................           77,775            75,810            75,987
                                                                       ------------      ------------      ------------

Other income (expense):
    Interest expense .............................................           (6,073)          (10,270)          (11,534)
    Interest income ..............................................              461               654               698
    Other, net ...................................................             (713)             (460)           (1,664)
                                                                       ------------      ------------      ------------

                                                                             (6,325)          (10,076)          (12,500)
                                                                       ------------      ------------      ------------

         Earnings before income taxes and minority interests .....           71,450            65,734            63,487

Provision for income taxes .......................................           24,773            23,804            23,201
                                                                       ------------      ------------      ------------

         Earnings before minority interests ......................           46,677            41,930            40,286

Minority interests in earnings of subsidiaries ...................              (76)              (37)              (49)
                                                                       ------------      ------------      ------------

Net earnings .....................................................     $     46,601      $     41,893      $     40,237
                                                                       ============      ============      ============

Net earnings per common share:
    Basic ........................................................     $       1.88      $       1.71      $       1.66
    Diluted ......................................................     $       1.85      $       1.68      $       1.64
                                                                       ============      ============      ============

Average number of common shares outstanding:
    Basic ........................................................       24,839,812        24,535,199        24,269,675
    Diluted ......................................................       25,171,931        24,892,062        24,506,171
                                                                       ============      ============      ============
</Table>


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IV)
<SEQUENCE>6
<FILENAME>c73959exv13wxayxivy.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TEXT>
<PAGE>

                                                               EXHIBIT 13(a)(iv)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED NOVEMBER 30, 2002, 2001 AND 2000
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                     Common Stock                          Accumulated
                                             ----------------------------    Capital in       Other
                                               Number of        Amount       Excess of    Comprehensive    Retained
                                             Shares Issued      Issued       Par Value       Earnings      Earnings        Total
                                             -------------   ------------   ------------  -------------  ------------   -----------
<S>                                          <C>             <C>            <C>           <C>            <C>            <C>

Balance, November 30, 1999 .................    24,019,722   $     24,020   $        948  $     (4,151)  $    189,901   $   210,718
                                              ------------   ------------   ------------  ------------   ------------   -----------

Net earnings ...............................            --             --             --            --         40,237        40,237
Other comprehensive earnings, net of tax:
     Translation adjustments ...............            --             --             --        (2,768)            --        (2,768)
                                                                                                                        -----------
     Total comprehensive earnings ..........                                                                                 37,469
                                                                                                                        -----------
Business acquisition .......................       160,704            161          2,734            --             --         2,895
Stock options exercised ....................       182,479            182          1,898            --             --         2,080
Issuance of stock under
     award plans ...........................        18,402             18            120            --             --           138
Cash dividends - $0.4625
     per common share ......................            --             --             --            --        (11,207)      (11,207)
                                              ------------   ------------   ------------  ------------   ------------   -----------

Balance, November 30, 2000 .................    24,381,307         24,381          5,700        (6,919)       218,931       242,093
                                              ------------   ------------   ------------  ------------   ------------   -----------

Net earnings ...............................            --             --             --            --         41,893        41,893
Other comprehensive earnings, net of tax:
     Cumulative effect of
         accounting change .................            --             --             --          (769)            --          (769)
     Unrealized losses on derivative .......            --             --             --        (1,137)            --        (1,137)
     Translation adjustments ...............            --             --             --          (354)            --          (354)
                                                                                                                        -----------
     Total comprehensive earnings ..........                                                                                 39,633
                                                                                                                        -----------
Stock options exercised ....................       246,424            246          3,223            --             --         3,469
Issuance of stock under
     award plans ...........................        10,618             11            642            --             --           653
Forfeiture of stock under
     award plans ...........................       (12,113)           (12)            --            --             --           (12)
Cash dividends - $0.4725
     per common share ......................            --             --             --            --        (11,575)      (11,575)
                                              ------------   ------------   ------------  ------------   ------------   -----------

Balance, November 30, 2001 .................    24,626,236         24,626          9,565        (9,179)       249,249       274,261
                                              ------------   ------------   ------------  ------------   ------------   -----------

Net earnings ...............................            --             --             --            --         46,601        46,601
Other comprehensive earnings, net of tax:
     Minimum pension liability adjustment ..            --             --             --        (1,122)            --        (1,122)
     Unrealized gain on derivative .........            --             --             --         1,906             --         1,906
     Translation adjustments ...............            --             --             --         2,208             --         2,208
                                                                                                                        -----------
     Total comprehensive earnings ..........                                                                                 49,593
                                                                                                                        -----------
Stock options exercised ....................       278,969            279          2,438            --             --         2,717
Issuance of stock under
     award plans ...........................        17,884             18            851            --             --           869
Forfeiture of stock under
     award plans ...........................        (4,475)            (4)            --            --             --            (4)
Cash dividends - $0.4825
     per common share ......................            --             --             --            --        (11,975)      (11,975)
                                              ------------   ------------   ------------  ------------   ------------   -----------

Balance, November 30, 2002 .................    24,918,614   $     24,919   $     12,854  $     (6,187)  $    283,875   $   315,461
                                              ============   ============   ============  ============   ============   ===========
</Table>


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(V)
<SEQUENCE>7
<FILENAME>c73959exv13wxayxvy.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF CASH FLOWS
<TEXT>
<PAGE>

                                                                EXHIBIT 13(a)(v)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30, 2002, 2001 AND 2000
(DOLLARS IN THOUSANDS)

<Table>
<Caption>
                                                                                           2002           2001           2000
                                                                                        ----------     ----------     ----------
<S>                                                                                     <C>            <C>            <C>

Cash flows from operating activities:
   Net earnings ....................................................................    $   46,601     $   41,893     $   40,237
   Adjustments to reconcile net earnings to net cash provided by operations:
         Depreciation ..............................................................        18,999         18,187         17,537
         Amortization ..............................................................           761          3,663          3,542
         Minority interests in earnings of subsidiaries ............................            76             37             49
         Net loss on dispositions of plant assets ..................................           146            338            109
         Impairment of plant assets ................................................            --          2,422             --
         Changes in assets and liabilities, net of business acquisitions:
              Accounts receivable ..................................................        (3,804)         5,116         (3,448)
              Inventories ..........................................................         1,561          5,190         (9,636)
              Prepaid expenses and other current assets ............................          (150)          (374)         8,040
              Other noncurrent assets ..............................................         1,495         (2,523)          (554)
              Accounts payable and accrued liabilities .............................        14,020         (8,693)        (1,170)
              Pension assets and liabilities, net ..................................        (1,757)         1,163         (7,430)
              Income taxes .........................................................         5,756         (2,683)         4,663
              Deferred income taxes ................................................         1,315           (446)         2,191
                                                                                        ----------     ----------     ----------

              Net cash provided by operating activities ............................        85,019         63,290         54,130
                                                                                        ----------     ----------     ----------

Cash flows from investing activities:
   Additions to plant assets .......................................................       (12,204)       (18,204)       (29,005)
   Business acquisitions, net of cash acquired .....................................        (6,677)       (33,388)       (12,735)
   Dispositions of plant assets ....................................................            63            539             55
   Other, net ......................................................................          (160)          (300)          (440)
                                                                                        ----------     ----------     ----------

              Net cash used in investing activities ................................       (18,978)       (51,353)       (42,125)
                                                                                        ----------     ----------     ----------

Cash flows from financing activities:
   Proceeds from multicurrency revolving credit agreement ..........................        24,333         27,500         43,200
   Payments on multicurrency revolving credit agreement ............................       (68,500)       (36,500)       (42,200)
   Proceeds from borrowings under long-term debt ...................................            --          8,000             --
   Payments on long-term debt ......................................................        (5,604)        (5,349)        (7,034)
   Sales of capital stock under stock option plan ..................................         1,972          2,598          1,379
   Cash dividends paid .............................................................       (11,975)       (11,575)       (11,207)
                                                                                        ----------     ----------     ----------

              Net cash used in financing activities ................................       (59,774)       (15,326)       (15,862)
                                                                                        ----------     ----------     ----------

Net effect of exchange rate changes on cash ........................................            62            (57)           (24)
                                                                                        ----------     ----------     ----------

Net change in cash and short-term cash investments .................................         6,329         (3,446)        (3,881)
Cash and short-term cash investments, beginning of year ............................         7,418         10,864         14,745
                                                                                        ----------     ----------     ----------

Cash and short-term cash investments, end of year ..................................    $   13,747     $    7,418     $   10,864
                                                                                        ==========     ==========     ==========
</Table>


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VI)
<SEQUENCE>8
<FILENAME>c73959exv13wxayxviy.txt
<DESCRIPTION>NOTES OF CONSOLIDATED FINANCIAL STATEMENTS
<TEXT>
<PAGE>

                                                               EXHIBIT 13(a)(vi)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

A. ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include all domestic and foreign
subsidiaries that are more than 50% owned and controlled. CLARCOR Inc. and its
subsidiaries are hereinafter collectively referred to as the "Company" or
CLARCOR. The Company has three reportable segments: Engine/Mobile Filtration,
Industrial/Environmental Filtration and Packaging. Certain reclassifications
have been made to conform prior years' data to the current presentation. These
reclassifications had no effect on reported earnings.

USE OF MANAGEMENT'S ESTIMATES

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

ACCOUNTING PERIOD

The Company's fiscal year ends on the Saturday closest to November 30. The
fiscal years ended November 30, 2002 and December 1, 2001 were comprised of
fifty-two weeks. The fiscal year ended December 1, 2000 included fifty-three
weeks. In the consolidated financial statements, all fiscal years are shown to
begin as of December 1 and end as of November 30 for clarity of presentation.

CASH EQUIVALENTS

All highly liquid investments with a maturity of three months or less when
purchased or that are readily saleable are considered to be short-term cash
equivalents. The carrying amount of the investments approximates fair value.

FOREIGN CURRENCY TRANSLATION

Financial statements of foreign subsidiaries are translated into U.S. dollars at
current rates, except that revenues, costs and expenses are translated at
average rates during each reporting period. Net exchange gains or losses
resulting from the translation of foreign financial statements are accumulated
with other comprehensive earnings as a separate component of shareholders'
equity and are presented, net of tax, in the Consolidated Statements of
Shareholders' Equity.

DERIVATIVES

The Company makes limited use of derivative financial instruments to manage
certain interest rate and foreign currency risks. Interest rate swap agreements
are utilized to convert certain floating rate debt into fixed rate debt. Cash
flows related to interest rate swap agreements are included in interest expense
over the terms of the agreements.

The Company documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. In addition, the Company assesses (both at the
hedge's inception and on an ongoing basis) the effectiveness of the derivatives
that are used in hedging transactions. If it is determined that a derivative is
not (or has ceased to be) effective as a hedge, the Company would discontinue
hedge accounting prospectively. Ineffective portions of changes in the fair
value of cash flow hedges are recognized in earnings.

COMPREHENSIVE EARNINGS

Foreign currency translation adjustments, unrealized gains and losses on
derivative instruments and minimum pension liability adjustments are included in
other comprehensive earnings, net of tax.

PLANT ASSETS

Depreciation is determined primarily by the straight-line method for financial
statement purposes and by the accelerated method for tax purposes. The provision
for depreciation is based on the estimated useful lives of the assets (15 to 40
years for buildings and improvements and 3 to 15 years for machinery and
equipment). It is the policy of the Company to capitalize renewals and
betterments and to charge to expense the cost of current maintenance and
repairs. When property or equipment is retired or otherwise disposed of, the net
book value of the asset is removed from the Company's books and the resulting
gain or loss is reflected in earnings.

GOODWILL AND OTHER INTANGIBLE ASSETS

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets," which discontinues amortization of the excess of cost over fair value
of assets acquired and of intangible assets with indefinite lives. It also
requires goodwill and intangible assets with indefinite lives to be tested for
impairment annually or whenever there is an impairment indicator. The FASB also
issued SFAS No. 141, "Business Combinations," which requires all business
combinations after June 30, 2001 to be accounted for under the purchase method.
As a result of adopting these standards in the first quarter of fiscal 2002, the
Company no longer amortizes goodwill, trademarks and trade names and changed its
accounting policies as described below:

Goodwill: The Company recognizes the excess of the cost of an acquired entity
over the net amount assigned to assets acquired and liabilities assumed as
goodwill. Goodwill is tested for impairment on an annual basis and between
annual tests in certain circumstances. Impairment losses would be recognized
whenever the implied fair value of goodwill is less than its carrying value.
Prior to December 1, 2001, goodwill was amortized over a forty-year period using
the straight-line method. Beginning December 1, 2001, goodwill is no longer
amortized.

Other Acquired Intangibles: The Company recognizes an acquired intangible apart
from goodwill whenever the asset arises from contractual or other legal rights,
or whenever it is capable of being separated or divided from the acquired entity
and sold, transferred, licensed, rented or exchanged, either individually or in
combination with a related contract, asset or liability. An intangible other
than goodwill is amortized over its estimated useful life unless that life is
determined to be indefinite. The Company's trade names and trademarks have
indefinite useful lives and will be subject to impairment testing under SFAS No.
142. Prior to December 1, 2001, the trademarks were amortized


<PAGE>

over a forty-year life. All other acquired intangible assets, including patents
(average fourteen year life) and other identifiable intangible assets with lives
ranging from one to thirty years, are being amortized using the straight-line
method over the estimated periods to be benefited. The Company reviews the lives
of its definite-lived intangibles annually and if necessary, impairment losses
would be recognized if the carrying amount of an intangible subject to
amortization is not recoverable from expected future cash flows and its carrying
amount exceeds its fair value.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company determines any impairment losses based on underlying cash flows
related to specific groups of acquired long-lived assets, including associated
identifiable intangibles and goodwill, when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.

INCOME TAXES

The Company provides for income taxes and recognizes deferred tax liabilities
and assets for the expected future tax consequences of temporary differences
between the financial statement carrying amounts and the tax basis of assets and
liabilities.

REVENUE RECOGNITION

Revenue is recognized when product ownership and risk of loss has transferred to
the customer or performance of services is complete and the Company has no
remaining obligations regarding the transaction. Estimated discounts and rebates
are recorded as a reduction of sales in the same period revenue is recognized.
Shipping and handling costs are recorded as revenue when billed to customers.

PRODUCT WARRANTIES

The Company provides for estimated warranty costs when the related products are
recorded as sales or for specific items at the time their existence is known and
the amounts are reasonably determinable.

RESEARCH AND DEVELOPMENT

The Company charges research and development costs relating to the development
of new products or the improvement or redesign of its existing products to
expense when incurred. These costs totaled approximately $6,482 in 2002, $5,365
in 2001 and $6,942 in 2000.

B. ACQUISITIONS

On June 5, 2002, the Company acquired Locker Filtration Limited (Locker), a
Warrington, England manufacturer of heavy-duty air filters, diesel and gas
turbine air intake system filters and specialty filters. Also during fiscal
2002, the Company acquired Total Filter Technology (TFT), a process liquid
filtration manufacturer based in North Chelmsford, Massachusetts and
FilterSource, an air filtration distributor based in California. The three
acquisitions were purchased for approximately $10,371 in cash and their results
are included in the Company's consolidated results of operations from the dates
of acquisition. The combined sales for Locker, TFT and FilterSource in the most
recent twelve-month period were approximately $16,500. Locker is included in the
Engine/Mobile Filtration segment. TFT and FilterSource are included in the
Industrial/Environmental Filtration segment.

An allocation of the purchase price has been made to major categories of assets
and liabilities for each acquisition. The preliminary allocation of the purchase
price over the preliminary estimated fair value of the tangible and identifiable
intangible assets acquired for Locker, TFT and FilterSource resulted in $2,713,
$2,086, and $439 recorded as goodwill for each acquisition, respectively. The
Company recognized $943 for a Locker customer relationship that will be
amortized over ten years. In connection with the TFT and FilterSource
acquisitions, the Company recorded $228 as indefinite-lived trademarks and
$1,375 as other acquired intangibles which will be amortized over a weighted
average life of 8 years. The preliminary allocations for TFT and FilterSource
will be finalized when the Company completes its estimates of liabilities
assumed, finishes an appraisal of the assets acquired and finalizes deferred
taxes. The Company expects to do this in the first quarter 2003. These
acquisitions are not material to the results of the Company.

On June 4, 2001, the Company acquired the stock of several filtration management
companies for approximately $29,258, net of cash received, including acquisition
expenses. The purchase price was paid in cash with available funds and proceeds
from long-term borrowings from a revolving credit facility. As a result of the
acquisition, the companies were combined into one company, Total Filtration
Services, Inc. (TFS), and became a subsidiary of the Company. TFS is included in
the Industrial/Environmental Filtration segment from the date of acquisition.
The transaction was accounted for under the purchase method of accounting with
the excess of the initial purchase price over the estimated fair value of the
net tangible and identifiable intangible assets acquired recorded as goodwill
and amortized over forty years by the straight-line method. The initial purchase
price was based on the net assets of the businesses acquired as shown on a June
4, 2001 balance sheet subject to a final adjustment. During first quarter 2002,
the purchase price was finalized resulting in a $3,694 payment by the seller to
the Company. A decrease to goodwill of $3,954 was recorded primarily as a result
of the net settlement payment and entries associated with deferred income taxes,
the valuation of inventory acquired, and preacquisition contingencies related to
contract matters. No additional purchase accounting entries associated with the
TFS acquisition are expected other than entries to finalize deferred income
taxes. Unaudited pro forma net sales for the Company including TFS would have
been approximately $695,700 and $707,500 for the years ended November 30, 2001
and 2000. Net earnings and earnings per share for each of these periods would
not have been significantly affected.


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

C. INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for approximately 43% and 40% of the
Company's inventories at November 30, 2002 and 2001, respectively, and by the
first-in, first-out (FIFO) method for all other inventories. The FIFO method
approximates current cost. Inventories are summarized as follows:

<Table>
<Caption>
                                                     2002             2001
                                                 ------------     ------------
<S>                                              <C>              <C>
Raw materials ..............................     $     34,496     $     36,166
Work in process ............................           11,022           12,120
Finished products ..........................           56,784           55,078
                                                 ------------     ------------
Total at FIFO ..............................          102,302          103,364
Less excess of FIFO over LIFO ..............              456              362
                                                 ------------     ------------
                                                 $    101,846     $    103,002
                                                 ============     ============
</Table>

D. PLANT ASSETS AND IMPAIRMENT LOSS

Plant assets at November 30, 2002 and 2001 were as follows:

<Table>
<Caption>
                                                     2002             2001
                                                 ------------     ------------
<S>                                              <C>              <C>
Land .......................................     $      5,410     $      4,736
Buildings and building fixtures ............           75,520           73,497
Machinery and equipment ....................          202,697          191,984
Construction in process ....................            6,675            7,092
                                                 ------------     ------------
                                                      290,302          277,309
Less accumulated depreciation ..............          157,410          139,993
                                                 ------------     ------------
                                                 $    132,892     $    137,316
                                                 ============     ============
</Table>

During the first quarter of 2001, the Company recognized an impairment loss in
its Packaging segment of $2,422 related to certain plant assets used exclusively
in the manufacture of plastic closures for a customer who terminated a
manufacturing contract. The loss is included in the cost of sales and was
calculated under the guidelines of SFAS No. 121.

E. ACQUIRED INTANGIBLES

The following table summarizes the activity for acquired intangibles by
reporting unit for fiscal year 2002:

<Table>
<Caption>
                                                                         Currency
                                        Beginning                       Translation                        End of
                                         of Year       Acquisitions     Adjustments    Amortization         Year
                                       -----------     ------------     -----------    ------------      -----------
<S>                                    <C>             <C>              <C>            <C>               <C>
Goodwill:
     Engine/Mobile
      Filtration .................     $     8,562     $     2,713      $       253     $        --      $    11,528
     Industrial/Environmental
      Filtration .................          71,546          (1,429)              13              --           70,130
     Packaging ...................              --              --               --              --               --
                                       -----------     -----------      -----------     -----------      -----------
                                       $    80,108     $     1,284      $       266     $        --      $    81,658
                                       ===========     ===========      ===========     ===========      ===========
Trademarks and trade names:
     Engine/Mobile
      Filtration .................     $       603     $        --      $        --     $        --      $       603
     Industrial/Environmental
      Filtration .................          28,652             228               --              --           28,880
     Packaging ...................              --              --               --              --               --
                                       -----------     -----------      -----------     -----------      -----------
                                       $    29,255     $       228      $        --     $        --      $    29,483
                                       ===========     ===========      ===========     ===========      ===========
Other acquired intangibles, gross:
     Engine/Mobile
      Filtration .................     $        97     $       943      $        --     $        --      $     1,040
     Industrial/Environmental
      Filtration .................          12,055           1,375               --              --           13,430
     Packaging ...................              --              --               --              --               --
                                       -----------     -----------      -----------     -----------      -----------
                                            12,152           2,318               --              --           14,470
Less accumulated
      amortization ...............           2,321              --               --             761            3,082
                                       -----------     -----------      -----------     -----------      -----------
Other acquired
     intangibles, net ............     $     9,831     $     2,318      $        --     $      (761)     $    11,388
                                       ===========     ===========      ===========     ===========      ===========
</Table>

As a result of adopting SFAS No. 142, the Company completed the transitional
goodwill impairment reviews required by the new standards during the first
quarter of 2002. In performing the impairment reviews, the Company estimated the
fair values of the reporting units using a present value method that discounted
future cash flows. Such reviews are sensitive to assumptions associated with
cash flow growth, discount rates, terminal value and the aggregation of
reporting unit components. The Company further assessed the reasonableness of
these estimates by using valuation methods based on market multiples and recent
capital market transactions. As of December 1, 2001, the transition date, and
November 30, 2002, the annual testing date, there was no impairment to goodwill
as the fair values exceeded the carrying values of the reporting units.

The Company performed the impairment tests on its indefinite-lived intangibles
as of December 1, 2001 and November 30, 2002 using the relief-from-royalty
method to determine the fair value of its trademarks and trade names. There was
no impairment as the fair value was greater than the carrying value for these
indefinite-lived intangibles as of these dates.

In connection with adopting SFAS No. 142, the Company also reassessed the useful
lives and classification of identifiable finite-lived intangible assets and
determined that they continue to be appropriate. Amortization expense during the
fiscal years ended November 30, 2001 and 2000 for amortized intangibles was $756
and $1,003, respectively. The estimated amounts of amortization expense for the
next five years are: $936 in 2003, $781 in 2004, $777 in 2005, $752 in 2006 and
$739 in 2007.


<PAGE>

The following table presents net earnings and earnings per share assuming the
nonamortization provisions of SFAS No. 142 were applied in each fiscal year:

<Table>
<Caption>
                                                          2002           2001           2000
                                                       ----------     ----------     ----------
<S>                                                    <C>            <C>            <C>
Reported net earnings ............................     $   46,601     $   41,893     $   40,237
  Goodwill amortization, net of income taxes .....             --          1,375          1,115
  Other amortization, net of income taxes ........             --            475            496
                                                       ----------     ----------     ----------
Adjusted net earnings ............................     $   46,601     $   43,743     $   41,848
                                                       ==========     ==========     ==========

Basic EPS:
  Basic as reported ..............................     $     1.88     $     1.71     $     1.66
  Goodwill amortization, net of income taxes .....             --           0.06           0.05
  Other amortization, net of income taxes ........             --           0.02           0.02
                                                       ----------     ----------     ----------
Adjusted basic earnings per share ................     $     1.88     $     1.79     $     1.73
                                                       ==========     ==========     ==========

Diluted EPS:
  Diluted as reported ............................     $     1.85     $     1.68     $     1.64
  Goodwill amortization, net of income taxes .....             --           0.05           0.05
  Other amortization, net of income taxes ........             --           0.02           0.02
                                                       ----------     ----------     ----------
Adjusted diluted earnings per share ..............     $     1.85     $     1.75     $     1.71
                                                       ==========     ==========     ==========
</Table>

F. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at November 30, 2002 and 2001 were as
follows:

<Table>
<Caption>
                                                     2002             2001
                                                 ------------     ------------
<S>                                              <C>              <C>
Accounts payable ...........................     $     50,350     $     42,657
Accrued salaries, wages and commissions ....           15,283            8,733
Compensated absences .......................            6,874            6,366
Accrued insurance liabilities ..............            6,892            5,805
Accrued pension liabilities ................              269              263
Other accrued liabilities ..................           18,070           21,002
                                                 ------------     ------------
                                                 $     97,738     $     84,826
                                                 ============     ============
</Table>

G. LONG-TERM DEBT

Long-term debt at November 30, 2002 and 2001 consisted of the following:

<Table>
<Caption>
                                                     2002             2001
                                                 ------------     ------------
<S>                                              <C>              <C>
Multicurrency revolving credit agreement,
  interest payable at the end of each
  funding period at an adjusted LIBOR ......     $     62,833     $    107,000
Promissory note, interest payable
  semi-annually at 6.69% ...................           10,000           15,000
Industrial Revenue Bonds,
  at 1.15% to 4.90% interest rates .........           17,460           17,815
Other ......................................              811              967
                                                 ------------     ------------
                                                       91,104          140,782
Less current portion .......................           68,456            5,579
                                                 ------------     ------------
                                                 $     22,648     $    135,203
                                                 ============     ============
</Table>

A fair value estimate of $90,406 and $140,023 for long-term debt in 2002 and
2001, respectively, is based on the current interest rates available to the
Company for debt with similar remaining maturities.

In September 1999, the Company entered into a three-year, multicurrency
revolving credit agreement with a group of participating financial institutions
under which it may borrow up to $185,000. The agreement, which was extended for
one additional year in 2000, provides that loans may be made under a selection
of currencies and rate formulas. The interest rate is based upon either a
defined Base Rate or the London Interbank Offered Rate (LIBOR) plus a variable
spread of .55% to 1.25%. The variable spread is based on the ratio of the
Company's outstanding borrowings compared to its shareholders' equity. The
spread was .55% and .65% at November 30, 2002 and 2001, respectively. Facility
fees and other fees on the entire loan commitment are payable for the duration
of this facility. At November 30, 2002 and 2001, $62,833 and $107,000 were
outstanding under this agreement and the related LIBOR, including the spread,
was 1.97% and 4.17%, respectively. The amount outstanding at November 30, 2002
has been classified as current debt as the credit agreement expires in less than
one year. A replacement credit facility is expected to be finalized in 2003 and
at that time the full amount outstanding under the new facility will be
reclassified into long-term debt.

Borrowings under the credit facility are unsecured but are guaranteed by certain
of the Company's subsidiaries. The agreement related to this borrowing includes
certain restrictive covenants that include maintaining minimum consolidated net
worth, limiting new borrowings, maintaining a minimum interest coverage, and
restricting certain changes in ownership as stipulated in the agreement. The
Company was in compliance with these covenants throughout fiscal years 2002 and
2001. This agreement also includes a letter of credit facility, against which
$12,743 and $11,182 in letters of credit had been issued as of November 30, 2002
and 2001, respectively.

The 6.69% promissory note matures July 25, 2004, but the Company is required to
prepay, without premium, certain principal amounts as stated in the agreement.
Under the note agreement, the Company must meet certain restrictive covenants.
The covenants were amended during 1999 to be similar to those contained in the
multicurrency revolving credit facility.

On May 1, 2001, the Company, in cooperation with the Campbellsville-Taylor
County Industrial Development Authority (Kentucky), issued $8,000 of Industrial
Revenue Bonds. The bonds are due May 1, 2031, with a variable rate of interest
that is reset weekly. In connection with the issuance of the Industrial Revenue
Bonds, the Company holds in trust certain restricted investments committed for
the acquisition of plant equipment. At November 30, 2002, the restricted asset
balance was $1,255 and is included in other noncurrent assets. The Company has
other industrial revenue bonds, including $8,410 issued in cooperation with the
South Dakota Economic Development Finance Authority due February 1, 2016 with a
variable rate of interest that is reset weekly and additional bonds of $1,050
and $1,405 outstanding as of November 30, 2002 and 2001, respectively, which
mature in 2005.

Exclusive of the multicurrency revolving credit facility, principal maturities
of long-term debt for the next five fiscal years ending November 30
approximates: $5,623 in 2003, $5,655 in 2004, $403 in 2005, $166 in 2006, $0 in
2007, and $16,424 thereafter.

Effective December 1, 2000, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." During 2000, the Company entered
into interest rate agreements to manage its interest exposure related to the
multicurrency credit revolver. The agreement in place at November 30, 2001
provided for the Company to pay a 7.34% fixed interest rate on a notional amount
of $60,000. The agreement

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

expired September 11, 2002. Under the agreement the Company received interest at
floating rates based on LIBOR. This derivative instrument was designated as a
cash flow hedge and determined to be effective. Therefore, there was no
adjustment to net earnings during 2002, 2001 or 2000. The net gain included in
other comprehensive earnings for the twelve months ended November 30, 2002 was
$1,906 (or $2,932 pretax). Such derivative gains and losses were reclassified
into earnings as payments were made on its variable rate interest debt.
Approximately $1,983 was reclassified into earnings during the fiscal year ended
November 30, 2002. At November 30, 2001, the fair value of the agreement was a
negative $2,932 and was included in other current liabilities.

Interest paid totaled $7,482, $10,666 and $10,714 during 2002, 2001 and 2000,
respectively.

H. LEASES

The Company has various lease agreements for offices, warehouses,
manufacturing plants, and equipment that expire on various dates through
December 2015 and contain renewal options. Some of these leases provide for
payment of property taxes, utilities and certain other expenses. Commitments for
minimum rentals under noncancelable leases at November 30, 2002 for the next
five years are: $8,474 in 2003, $6,880 in 2004, $4,822 in 2005, $3,299 in 2006,
and $2,660 in 2007. Rent expense totaled $9,879, $9,670 and $9,099 for the years
ended November 30, 2002, 2001 and 2000, respectively.

I. PENSION AND OTHER POSTRETIREMENT PLANS

The Company has defined benefit pension plans and postretirement health care
plans covering certain employees and retired employees. In addition to the plan
assets related to qualified plans, the Company has funded approximately $1,796
and $2,281 at November 30, 2002 and 2001, respectively, in restricted trusts for
its nonqualified plans. These trusts are included in other noncurrent assets in
the Company's Consolidated Balance Sheets.

During 2001, the Company received approval from the Internal Revenue Service to
terminate one of its plans related to a business that was previously sold and
distribute all the plan's assets. The Company terminated the plan and settled
all of its obligations by making lump-sum distributions or purchasing annuity
contracts for its participants.

The following table shows reconciliations of the pension plans and other
postretirement plan benefits as of November 30, 2002 and 2001. The accrued
pension benefit liability included an unfunded benefit obligation of $6,128 and
$6,974 as of November 30, 2002 and 2001, respectively. The obligations for the
U.S. pension plans have been determined with a weighted average discount rate of
6.75% and 7.25% in 2002 and 2001, respectively, and a rate of increase in future
compensation of primarily 5.0% in both years. The expected weighted average
long-term rate of return was 9.0% in both 2002 and 2001. The Company expects to
lower that assumption to 8.5% in fiscal year 2003. The non-U.S. pension plan
obligation was determined with a weighted average discount rate of 5.75%, a
rate of increase in future compensation of 3.75% and an expected weighted
average long-term rate of return assumption of 7.5%.

<Table>
<Caption>
                                                          Pension                     Postretirement
                                                          Benefits                       Benefits
                                                 --------------------------      --------------------------
                                                    2002            2001            2002            2001
                                                 ----------      ----------      ----------      ----------
<S>                                              <C>             <C>             <C>             <C>
Change in benefit obligation:
Benefit obligation
  at beginning of year .....................     $   76,423      $   68,980      $    3,535      $    4,082
Addition of non-U.S. plan ..................          6,323              --              --              --
Service cost ...............................          3,884           3,142             112             107
Interest cost ..............................          5,755           5,114             247             305
Plan participants' contributions ...........             57              --              --              --
Amendments .................................            225           1,154              --              --
Actuarial losses / (gains) .................          1,240           3,750            (105)           (808)
Benefits paid ..............................         (4,791)         (5,717)           (128)           (151)
                                                 ----------      ----------      ----------      ----------
Benefit obligation at end of year ..........         89,116          76,423           3,661           3,535
                                                 ----------      ----------      ----------      ----------

Change in plan assets:
Fair value of plan assets
  at beginning of year .....................         70,505          86,686              --              --
Addition of non-U.S. plan ..................          5,405              --              --              --
Actual return on plan assets ...............         (3,566)        (10,726)             --              --
Employer contributions .....................          5,092              --              --              --
Plan participants' contributions ...........             57              --              --              --
Benefits paid ..............................         (4,524)         (5,455)             --              --
                                                 ----------      ----------      ----------      ----------
Fair value of plan assets
  at end of year ...........................         72,969          70,505              --              --
                                                 ----------      ----------      ----------      ----------

Funded status ..............................        (16,147)         (5,918)         (3,661)         (3,535)
Unrecognized prior service cost ............          1,411           1,320              --              --
Unrecognized net
  actuarial loss / (gain) ..................         30,203          18,319            (659)           (570)
                                                 ----------      ----------      ----------      ----------
Net amount recognized ......................     $   15,467      $   13,721      $   (4,320)     $   (4,105)
                                                 ==========      ==========      ==========      ==========

Amounts recognized in the
  Consolidated Balance Sheets include:
     Prepaid benefit cost ..................     $   21,771      $   18,939      $       --      $       --
     Accrued benefit liability .............         (8,092)         (5,218)         (4,320)         (4,105)
     Accumulated other
       comprehensive income, pretax ........          1,788              --              --              --
                                                 ----------      ----------      ----------      ----------
Net amount recognized ......................     $   15,467      $   13,721      $   (4,320)     $   (4,105)
                                                 ==========      ==========      ==========      ==========
</Table>

The components of net periodic benefit cost for pensions are shown below.

<Table>
<Caption>
                                                                    Pension Benefits
                                                       ------------------------------------------
                                                          2002            2001            2000
                                                       ----------      ----------      ----------
<S>                                                    <C>             <C>             <C>
Components of net periodic benefit cost:
  Service cost ...................................     $    3,887      $    3,142      $    3,122
  Interest cost ..................................          5,759           5,114           5,021
  Expected return on plan assets .................         (6,793)         (7,527)         (7,695)
  Amortization of unrecognized:
     Net transition asset ........................             --              --          (1,056)
     Prior service cost ..........................            134              22              21
     Net actuarial loss ..........................            628               5               7
     Settlement cost for a terminated plan .......             --             669              --
                                                       ----------      ----------      ----------
Net periodic benefit cost  / (income) ............     $    3,615      $    1,425      $     (580)
                                                       ==========      ==========      ==========
</Table>

The postretirement obligations represent a fixed dollar amount per retiree. The
Company has the right to modify or terminate these benefits. The participants
will assume substantially all future health care benefit cost increases, and
future increases in health care costs will not increase the postretirement
benefit obligation or cost to the Company. Therefore, the Company has not
assumed any annual rate of increase in the per capita cost
<PAGE>

of covered health care benefits for future years. The components of net
periodic benefit cost for postretirement health care benefits are shown below.

<Table>
<Caption>
                                                                       Postretirement Benefits
                                                            -----------------------------------------------
                                                                2002             2001              2000
                                                            ------------     ------------      ------------
<S>                                                         <C>              <C>               <C>
Components of net periodic benefit cost:
  Service cost ........................................     $        112     $        107      $         92
  Interest cost .......................................              247              305               280
  Net actuarial gain ..................................              (16)              --                --
                                                            ------------     ------------      ------------
Net periodic benefit cost .............................     $        343     $        412      $        372
                                                            ============     ============      ============
</Table>

The Company also sponsors various defined contribution plans that provide
employees with an opportunity to accumulate funds for their retirement. The
Company matches the contributions of participating employees based on the
percentages specified in the respective plans. The Company recognized expense
related to these plans of $1,460, $1,395 and $1,408 in 2002, 2001 and 2000,
respectively.

J. INCOME TAXES

The provision for income taxes consisted of:

<Table>
<Caption>
                                                                2002             2001              2000
                                                            ------------     ------------      ------------
<S>                                                         <C>              <C>               <C>
Current:
  Federal .............................................     $     19,304     $     21,644      $     17,693
  State ...............................................            2,860            2,751             2,574
  Foreign .............................................            2,049            1,460             1,063
Deferred ..............................................              560           (2,051)            1,871
                                                            ------------     ------------      ------------
                                                            $     24,773     $     23,804      $     23,201
                                                            ============     ============      ============
</Table>

Income taxes paid, net of refunds, totaled $17,678, $26,858 and $16,458 during
2002, 2001 and 2000, respectively.

Earnings before income taxes and minority interests included the following
components:

<Table>
<Caption>
                                                                2002             2001              2000
                                                            ------------     ------------      ------------
<S>                                                         <C>              <C>               <C>
Domestic income .......................................     $     68,713     $     62,664      $     60,471
Foreign income ........................................            2,737            3,070             3,016
                                                            ------------     ------------      ------------
                                                            $     71,450     $     65,734      $     63,487
                                                            ============     ============      ============
</Table>

The provision for income taxes resulted in effective tax rates that differ from
the statutory federal income tax rates. The reasons for these differences are as
follows:

<Table>
<Caption>
                                                                       Percent of Pretax Earnings
                                                            -----------------------------------------------
                                                                2002             2001              2000
                                                            ------------     ------------      ------------
<S>                                                         <C>              <C>               <C>
Statutory U.S. tax rates ..............................             35.0%            35.0%             35.0%
State income taxes, net of federal benefit ............              2.7              2.6               2.6
Foreign sales .........................................             (1.0)            (1.1)             (0.8)
Tax credits ...........................................             (2.8)            (0.6)             (0.5)
Other, net ............................................              0.8              0.3               0.2
                                                            ------------     ------------      ------------
Consolidated effective income tax rate ................             34.7%            36.2%             36.5%
                                                            ============     ============      ============
</Table>

The components of the net deferred tax liability as of November 30, 2002 and
2001 were as follows:

<Table>
<Caption>
                                                       2002             2001
                                                   ------------     ------------
<S>                                                <C>              <C>
Deferred tax assets:
  Deferred compensation .....................      $      5,654     $      4,304
  Other postretirement benefits .............             1,025              931
  Foreign net operating loss carryforwards ..               839              406
  Accounts receivable .......................             3,501            3,385
  Inventories ...............................             3,522            3,113
  Other comprehensive income items ..........                --            1,026
  Accrued liabilities and other .............             5,815            2,915
  Valuation allowance .......................              (585)              --
                                                   ------------     ------------
Total deferred tax assets, net ..............            19,771           16,080
                                                   ------------     ------------
Deferred tax liabilities:
  Pensions ..................................            (4,977)          (5,069)
  Plant assets ..............................           (14,023)         (12,081)
  Intangibles ...............................            (2,721)            (526)
                                                   ------------     ------------
Total deferred tax liabilities ..............           (21,721)         (17,676)
                                                   ------------     ------------
Net deferred tax liability ..................      $     (1,950)    $     (1,596)
                                                   ============     ============
</Table>

A valuation allowance was recorded in fiscal 2002 to reflect the estimated
amount of deferred tax assets that may not be realized due to foreign net
operating loss carryforward limitations. The Company expects to realize the
deferred tax assets through the reversal of taxable temporary differences and
future earnings.

As of November 30, 2002, the Company has not provided taxes on unremitted
foreign earnings of approximately $4,423 that are intended to be indefinitely
reinvested to finance operations and expansion outside the United States. If
such earnings were distributed beyond the amount for which taxes have been
provided, foreign tax credits would substantially offset any incremental U.S.
tax liability.

K. CONTINGENCIES

The Company is involved in legal actions arising in the normal course of
business. Additionally, the Company is party to various proceedings relating to
environmental issues. The U.S. Environmental Protection Agency (EPA) and/or
other responsible state agencies have designated the Company as a potentially
responsible party (PRP), along with other companies, in remedial activities for
the cleanup of waste sites under the federal Superfund statute.

During fiscal 2002, the Company was addressing two claims for environmental
remediation costs at two sites where it has been named a potentially responsible
party. Negotiated settlements have been reached concerning waste disposal by the
Company and other companies at these sites in Maryland and Illinois at a total
accrued cost to the Company of less than $50.

Although it is not certain what future environmental claims, if any, may be
asserted, the Company currently believes that its potential liability for known
environmental matters does not exceed its present accrual of $50. However,
environmental and related remediation costs are difficult to quantify for a
number of reasons, including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of the environmental regulation and the continuing
advancement of remediation


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

technology. Applicable federal law may impose joint and several liability on
each PRP for the cleanup.

It is the opinion of management, after consultation with legal counsel that
additional liabilities, if any, resulting from these legal or environmental
issues, are not expected to have a material adverse effect on the Company's
financial condition or consolidated results of operations.

L. PREFERRED STOCK PURCHASE RIGHTS

In March 1996, the Board of Directors of CLARCOR adopted a Shareholder Rights
Plan to replace an existing plan that expired on April 25, 1996. Under the terms
of the Plan, each shareholder received rights to purchase shares of CLARCOR
Series B Junior Participating Preferred Stock. The rights become exercisable
only after the earlier to occur of (i) 10 business days after the first public
announcement that a person or group (other than a CLARCOR related entity) has
become the beneficial owner of 15% or more of the outstanding shares of CLARCOR
Common Stock; or (ii) 10 business days (unless extended by the CLARCOR Board in
accordance with the Rights Agreement) after the commencement of, or the
intention to make, a tender or exchange offer, the consummation of which would
result in any person or group (other than a CLARCOR-related entity) becoming
such a 15% beneficial owner. Each right entitles the holder to buy one-hundredth
of a share of such preferred stock at an exercise price of $80 subject to
certain adjustments.

Once the rights become exercisable, each right will entitle the holder, other
than the acquiring person or group, to purchase a number of CLARCOR common
shares at a 50% discount to the then-market price of CLARCOR Common Stock. In
addition, under certain circumstances, if the rights become exercisable, the
holder will be entitled to purchase the stock of the acquiring individual or
group at a 50% discount. The Board may also elect to redeem the rights at $.01
per right. The rights expire on April 25, 2006.

The authorized preferred stock includes 300,000 shares designated as Series B
Junior Participating Preferred Stock.

M. INCENTIVE PLAN

In 1994, the shareholders of CLARCOR adopted the 1994 Incentive Plan, which
allows the Company to grant stock options, restricted stock and performance
awards to officers, directors and key employees. The 1994 Incentive Plan
incorporates the various incentive plans in existence prior to March 1994.

The 1994 Incentive Plan, as amended on March 25, 2000, allows grants and awards
of up to 1.5% of the outstanding common stock as of January 1 of each calendar
year. In addition, the Compensation and Stock Option Committee of the Company's
Board of Directors may approve an additional 1% of outstanding common stock to
be awarded during any calendar year. Any portion that is not granted in a given
year is available for future grants. After the close of fiscal year 2002,
330,595 shares were granted, including the restricted stock units discussed
hereafter.

The following is a description and a summary of key provisions related to this
Plan.

STOCK OPTIONS

In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company accounts for stock-based compensation using the intrinsic value method
as prescribed under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations and provides the
disclosure-only provisions of SFAS No. 123.

Nonqualified stock options may, at the discretion of the Board of Directors, be
granted at the fair market value at the date of grant or at an exercise price
less than the fair market value at the date of grant. Options granted to key
employees prior to the end of fiscal year 2000 vest 25% per year beginning at
the end of the third year; therefore, they become fully exercisable at the end
of six years. Options granted to key employees after the close of fiscal year
2000 vest 25% per year beginning at the end of the first year; therefore, they
become fully exercisable at the end of four years. Options granted to
non-employee directors vest immediately. All options expire ten years from the
date of grant unless otherwise terminated.

The following table summarizes the activity under the nonqualified stock option
plans.

<Table>
<Caption>
                                                 2002                           2001                           2000
                                      --------------------------     --------------------------     --------------------------
                                                       WEIGHTED                       Weighted                       Weighted
                                                       AVERAGE                        Average                        Average
                                                       EXERCISE                       Exercise                       Exercise
                                        SHARES          PRICE          Shares          Price          Shares          Price
                                      ----------      ----------     ----------      ----------     ----------      ----------
<S>                                   <C>            <C>             <C>            <C>             <C>            <C>
Outstanding
  at beginning of year ..........      2,324,130      $    16.83      2,286,026      $    14.53      2,239,162      $    14.83
Granted at fair market value
  on dates of grants ............        356,925           28.19        449,366           19.93        412,404           17.80
Exercised/surrendered ...........       (634,787)          15.00       (411,262)          14.15       (365,540)          12.75
                                      ----------      ----------     ----------      ----------     ----------      ----------
Outstanding
  at end of year ................      2,046,268      $    19.38      2,324,130      $    16.83      2,286,026      $    14.53
                                      ==========      ==========     ==========      ==========     ==========      ==========
Options exercisable
  at end of year ................      1,381,858      $    18.52      1,531,152      $    16.06      1,508,859      $    14.68
                                      ==========      ==========     ==========      ==========     ==========      ==========
</Table>

The following table summarizes information about the options at November 30,
2002.

<Table>
<Caption>
                                  Options Outstanding              Options Exercisable
                        -------------------------------------     --------------------
                                    Weighted      Weighted                    Weighted
Range of                            Average       Average                     Average
Exercise                            Exercise      Remaining                   Exercise
Prices                  Number        Price     Life in Years     Number        Price
--------                -------     --------    -------------     -------     --------
<S>                    <C>          <C>         <C>              <C>          <C>
$12.17 - $17.94         747,213      $ 15.45        4.63          560,145      $ 14.62
$18.38 - $24.01         946,406      $ 19.25        6.34          668,095      $ 19.42
$25.55 - $32.02         352,649      $ 28.07        8.57          153,618      $ 28.83
</Table>

In addition, stock options outstanding and exercisable at November 30, 2002 and
2001 assumed as part of the UAS acquisition were 1,090 and 6,949, respectively.
These substitute options have an exercisable price per share of $5.94 at
November 30, 2002 and expire in 2005.

RESTRICTED STOCK AWARDS

During 2002 and 2001, respectively, the Company granted 25,436 and 44,404
restricted units of Company common stock with a fair value of $27.50 and $18.50
per share, the respective market price of the stock at the date granted. The
restricted


<PAGE>

share units require no payment from the employee and compensation cost is
recorded based on the market price on the grant date and is recorded equally
over the vesting period of four years. During the vesting period, officers and
key employees receive compensation equal to dividends declared on common shares.
Upon vesting, the employee may elect to defer receipt of their shares.
Subsequent to the end of fiscal year 2002, the Company granted 22,645 restricted
stock units in December 2002 at the then-market price of $32.30.

Compensation expense related to restricted stock awards and long range
performance stock awards totaled $426, $618 and $901 in 2002, 2001 and 2000,
respectively. There have been no grants of long range shares or units since
December 1999 and no future awards of long range performance shares or units are
expected to be granted.

DIRECTORS' RESTRICTED STOCK COMPENSATION

The amended 1994 Incentive Plan provides for grants of shares of common stock to
all non-employee directors equal to a one-year annual retainer in lieu of cash.
The directors' rights to the shares vest immediately on the date of grant. In
2002 and 2001, respectively, 8,120 and 10,618 shares of Company common stock
were issued under the amended plan. Compensation expense for the plan totaled
$260, $260 and $184 in 2002, 2001 and 2000, respectively.

FAIR VALUE ACCOUNTING (SFAS NO. 123)

If the Company had determined compensation expense for its stock-based
compensation plans based on the fair value at the grant dates consistent with
the method of SFAS No. 123, the Company's pro forma net earnings and diluted
earnings per share would have been $45,114, $40,760 and $39,520 and $1.79, $1.64
and $1.61 for 2002, 2001 and 2000, respectively.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions for 2002, 2001 and 2000. Adjustments for forfeitures are made as
they occur.

<Table>
<Caption>
                                                2002            2001            2000
                                             ----------      ----------      ----------
<S>                                          <C>             <C>             <C>
Risk-free interest rate ................           4.70%           5.53%           6.34%
Expected dividend yield ................           1.91%           2.50%           2.47%
Expected volatility factor .............          25.50%          25.50%          25.00%
Expected option term (in years) ........            7.0             7.0             7.0
</Table>

The weighted average fair value per option at the date of grant for options
granted in 2002, 2001 and 2000 was $7.87, $5.12 and $5.28, respectively.

N. EARNINGS PER SHARE

The Company calculates and presents basic earnings per share by dividing net
earnings by the weighted average number of shares outstanding. Diluted earnings
per share reflects the impact of outstanding stock options if exercised during
the periods presented using the treasury stock method. The following table
provides a reconciliation of the denominators utilized in the calculation of
basic and diluted earnings per share:

<Table>
<Caption>
                                                                2002             2001              2000
                                                            ------------     ------------      ------------
<S>                                                         <C>              <C>               <C>
Net Earnings ..........................................     $     46,601     $     41,893      $     40,237

Basic EPS:
  Weighted average number of common
     shares outstanding ...............................       24,839,812       24,535,199        24,269,675
       Basic per share amount .........................     $       1.88     $       1.71      $       1.66
                                                            ============     ============      ============

Diluted EPS:
  Weighted average number of common
     shares outstanding ...............................       24,839,812       24,535,199        24,269,675
  Dilutive effect of stock options ....................          332,119          356,863           236,496
                                                            ------------     ------------      ------------
     Diluted weighted average number of
       common shares outstanding ......................       25,171,931       24,892,062        24,506,171
     Diluted per share amount .........................     $       1.85     $       1.68      $       1.64
                                                            ============     ============      ============
</Table>

For fiscal years ended November 30, 2002, 2001 and 2000, respectively, 55,458,
28,491 and 682,866 stock options with a weighted average exercise price of
$31.66, $25.97 and $19.34 were not included in the computation of diluted
earnings per share as the exercise prices of the options were greater than the
average market price of the common shares during the respective periods.

O. UNAUDITED QUARTERLY FINANCIAL DATA

The unaudited quarterly data for 2002 and 2001 were as follows:

<Table>
<Caption>
                                 First         Second          Third         Fourth
                                Quarter        Quarter        Quarter        Quarter         Total
                               ----------     ----------     ----------     ----------     ----------
<S>                            <C>            <C>            <C>            <C>            <C>
2002:
  NET SALES ..............     $  158,262     $  176,510     $  189,368     $  191,423     $  715,563
  GROSS PROFIT ...........         44,710         51,300         53,558         57,722        207,290
  NET EARNINGS ...........          7,998         10,607         12,185         15,811         46,601
  NET EARNINGS
    PER COMMON SHARE:
      BASIC ..............     $     0.32     $     0.43     $     0.49     $     0.63     $     1.88
      DILUTED ............     $     0.32     $     0.42     $     0.48     $     0.62     $     1.85

2001:
  Net sales ..............     $  156,197     $  159,505     $  175,645     $  175,617     $  666,964
  Gross profit ...........         46,286         45,344         50,306         53,551        195,487
  Net earnings ...........          9,804          8,936         10,257         12,896         41,893
  Net earnings
     per common share:
       Basic .............     $     0.40     $     0.36     $     0.42     $     0.52     $     1.71
       Diluted ...........     $     0.40     $     0.36     $     0.41     $     0.51     $     1.68
</Table>

The Company recorded a research and experiment tax credit during the fourth
quarter of 2002 that decreased income taxes $1,000 and increased diluted EPS by
$0.04.

During the first quarter of 2001, the Company received a settlement payment of
$7,000 for the early termination of a supply and license agreement and in
connection therewith recognized an impairment loss in its Packaging segment of
$2,422 related to certain plant assets as discussed in Note D.

P. SEGMENT INFORMATION

Based on the economic characteristics of the Company's business activities, the
nature of products, customers and markets served, and the performance evaluation
by management and


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

the Company's Board of Directors, the Company has identified three reportable
segments: Engine/Mobile Filtration, Industrial/Environmental Filtration and
Packaging.

The Engine/Mobile Filtration segment manufactures and markets a complete line of
filters used in the filtration of oils, air, fuel, coolant, hydraulic and
transmission fluids in both domestic and international markets. The
Engine/Mobile Filtration segment provides filters for certain types of
transportation equipment including automobiles, heavy-duty and light trucks,
buses and locomotives, marine and mining equipment, industrial equipment and
heavy-duty construction and agricultural equipment. The products are sold to
aftermarket distributors, original equipment manufacturers and dealer networks,
private label accounts and directly to truck service centers and large national
accounts.

The Industrial/Environmental Filtration segment manufactures and markets a
complete line of filters, cartridges, dust collectors and filtration systems
used in the filtration of air and industrial fluid processes in both domestic
and international markets. The filters and filter systems are used in commercial
and industrial buildings, hospitals, manufacturing processes, pharmaceutical
processes, clean rooms, airports, shipyards, refineries, power generation plants
and residences. The products are sold to commercial and industrial distributors,
original equipment manufacturers and dealer networks, private label accounts,
retailers and directly to large national accounts.

The Packaging segment manufactures and markets consumer and industrial packaging
products including custom-designed plastic and metal containers and closures and
lithographed metal sheets in both domestic and international markets. The
products are sold directly to consumer and industrial packaging customers. As
discussed in Note O, the Company received a settlement payment of $7,000 for the
early termination of a supply and license agreement and in connection therewith
recognized an impairment loss in its Packaging segment of $2,422 related to
certain plant assets as discussed in Note D. The segment's sales of plastic
closures were reduced in 2001 as a result of the termination of the agreement.

Net sales represent sales to unaffiliated customers. No single customer or class
of product accounted for 10% or more of the Company's consolidated 2002 sales.
Intersegment sales are not material. Assets are those assets used in each
business segment. Corporate assets consist of cash and short-term cash
investments, deferred income taxes, headquarters facility and equipment, pension
assets and various other assets that are not specific to an operating segment.
Unallocated amounts include interest income and expense and other non-operating
income and expense items.

The segment data for the years ended November 30, 2002, 2001 and 2000 were as
follows:

<Table>
<Caption>
                                                                2002             2001              2000
                                                            ------------     ------------      ------------
<S>                                                         <C>              <C>               <C>
Net sales:
Engine/Mobile Filtration ..............................     $    263,512     $    250,960      $    259,791
Industrial/Environmental Filtration ...................          383,613          346,394           319,746
Packaging .............................................           68,438           69,610            72,611
                                                            ------------     ------------      ------------
                                                            $    715,563     $    666,964      $    652,148
                                                            ============     ============      ============

Operating profit:
Engine/Mobile Filtration ..............................     $     52,779     $     51,785      $     49,162
Industrial/Environmental Filtration ...................           20,670           16,761            18,433
Packaging .............................................            4,326            7,264             8,392
                                                            ------------     ------------      ------------
                                                                  77,775           75,810            75,987
Other income (expense) ................................           (6,325)         (10,076)          (12,500)
                                                            ------------     ------------      ------------
Earnings before income taxes
  and minority interests ..............................     $     71,450     $     65,734      $     63,487
                                                            ============     ============      ============

Identifiable assets:
Engine/Mobile Filtration ..............................     $    152,209     $    135,265      $    144,563
Industrial/Environmental Filtration ...................          306,206          303,901           271,669
Packaging .............................................           42,114           41,652            41,891
Corporate .............................................           45,590           49,799            43,807
                                                            ------------     ------------      ------------
                                                            $    546,119     $    530,617      $    501,930
                                                            ============     ============      ============

Additions to plant assets:
Engine/Mobile Filtration ..............................     $      4,208     $      3,852      $      7,588
Industrial/Environmental Filtration ...................            5,386            8,746            10,842
Packaging .............................................            2,242            5,404             8,045
Corporate .............................................              368              202             2,530
                                                            ------------     ------------      ------------
                                                            $     12,204     $     18,204      $     29,005
                                                            ============     ============      ============

Depreciation and amortization:
Engine/Mobile Filtration ..............................     $      7,328     $      7,725      $      7,475
Industrial/Environmental Filtration ...................            8,642           10,711            10,145
Packaging .............................................            3,096            2,725             2,832
Corporate .............................................              694              689               627
                                                            ------------     ------------      ------------
                                                            $     19,760     $     21,850      $     21,079
                                                            ============     ============      ============
</Table>

As discussed in Note A with the adoption of SFAS No. 142, the Company no longer
amortizes goodwill or trademarks. Nonrecurring amortization expense recorded in
operating profit in 2001 and 2000 was $443 and $450, respectively, in the
Engine/Mobile Filtration segment and $2,464 and $2,089, respectively, in the
Industrial/Environmental segment. The Packaging segment operating profit did not
include any nonrecurring amortization in 2001 or 2000.

Financial data relating to the geographic areas in which the Company operates
are shown for the years ended November 30, 2002, 2001 and 2000. Net sales by
geographic area are based on sales to final customers within that region.

<Table>
<Caption>
                                                                2002             2001              2000
                                                            ------------     ------------      ------------
<S>                                                         <C>              <C>               <C>
Net sales:
United States .........................................     $    599,937     $    549,210      $    532,210
Europe ................................................           56,130           58,490            60,250
Other international ...................................           59,496           59,264            59,688
                                                            ------------     ------------      ------------
                                                            $    715,563     $    666,964      $    652,148
                                                            ============     ============      ============
Plant assets, at cost,
  less accumulated depreciation:
United States .........................................     $    125,508     $    131,171      $    133,323
Europe ................................................            6,239            5,144             5,695
Other international ...................................            1,145            1,001             1,103
                                                            ------------     ------------      ------------
                                                            $    132,892     $    137,316      $    140,121
                                                            ============     ============      ============
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VII)
<SEQUENCE>9
<FILENAME>c73959exv13wxayxviiy.txt
<DESCRIPTION>REPORT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>

                                                              EXHIBIT 13(a)(vii)

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, shareholders' equity and cash flows present
fairly, in all material respects, the consolidated financial position of CLARCOR
Inc. and its subsidiaries at November 30, 2002 and November 30, 2001 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended November 30, 2002, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note A to the consolidated financial statements, effective
December 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."


/s/ PRICEWATERHOUSECOOPERS LLP


Chicago, Illinois
January 8, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VIII)
<SEQUENCE>10
<FILENAME>c73959exv13wxayxviiiy.txt
<DESCRIPTION>MANAGEMENT'S REPORT
<TEXT>
<PAGE>

                                                             EXHIBIT 13(a)(viii)

MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING

The management of CLARCOR is responsible for the preparation, integrity and
objectivity of the Company's financial statements and the other financial
information in this report. The financial statements were prepared in conformity
with accounting principles generally accepted in the United States of America
and reflect, in all material respects, the results of operations and the
Company's financial position for the periods shown. The financial statements are
presented on the accrual basis of accounting and, where appropriate, reflect
estimates based upon judgments of management.

In addition, management maintains a system of internal controls designed to
assure that Company assets are safeguarded from loss or unauthorized use or
disposition. Also, the controls system provides assurance that transactions are
authorized according to the intent of management and are accurately recorded to
permit the preparation of financial statements in accordance with generally
accepted accounting principles. For the periods covered by the financial
statements in this report, management believes this system of internal controls
was effective concerning all material matters. The effectiveness of the controls
system is supported by the selection and training of qualified personnel, an
organizational structure that provides an appropriate division of
responsibility, a strong budgetary system of control and a comprehensive
internal audit program.

The Audit Committee of the Board of Directors, which is composed of three
independent directors, serves in an oversight role to assure the integrity and
objectivity of the Company's financial reporting process. The Committee meets
periodically with representatives of management and the external and internal
auditors to review matters of a material nature related to financial reporting
and disclosure and the planning, results and recommendations of audits. The
external and internal auditors have free access to the Audit Committee. The
Committee is also responsible for reporting to the Board of Directors concerning
its selection of the external auditors.

<Table>
<S>                         <C>                            <C>
/s/ NORMAN E. JOHNSON       /s/ BRUCE A. KLEIN             /s/ MARCIA S. BLAYLOCK

NORMAN E. JOHNSON           BRUCE A. KLEIN                 MARCIA S. BLAYLOCK
CHAIRMAN, PRESIDENT AND     VICE PRESIDENT-FINANCE AND     VICE PRESIDENT, CONTROLLER
CHIEF EXECUTIVE OFFICER     CHIEF FINANCIAL OFFICER
</Table>

January 8, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IX)
<SEQUENCE>11
<FILENAME>c73959exv13wxayxixy.txt
<DESCRIPTION>INFORMATION
<TEXT>
<PAGE>

                                                               EXHIBIT 13(a)(ix)

11-YEAR FINANCIAL REVIEW

<Table>
<Caption>
                                                     2002           2001           2000           1999
                                                  ----------     ----------     ----------     ----------
<S>                                               <C>            <C>            <C>            <C>
PER SHARE
Equity ........................................   $    12.66     $    11.14     $     9.93     $     8.77
Diluted Earnings from Continuing Operations ...         1.85           1.68           1.64           1.46
Diluted Net Earnings ..........................         1.85           1.68           1.64           1.46
Dividends .....................................       0.4825         0.4725         0.4625         0.4525
Price: High ...................................        34.00          27.59          21.44          21.38
       Low ....................................        25.03          16.88          16.06          14.25
                                                  ----------     ----------     ----------     ----------
EARNINGS DATA ($000)
Net Sales .....................................   $  715,563     $  666,964     $  652,148     $  477,869
Operating Profit ..............................       77,775         75,810         75,987         56,077
Interest Expense ..............................        6,073         10,270         11,534          3,733
Pretax Income .................................       71,450         65,734         63,487         55,615
Income Taxes ..................................       24,773         23,804         23,201         20,137
Income from Continuing Operations .............       46,601         41,893         40,237         35,412
Cumulative Effect of Accounting Changes .......           --             --             --             --
Net Earnings ..................................       46,601         41,893         40,237         35,412
Basic Average Shares Outstanding ..............       24,840         24,535         24,270         23,970
Diluted Average Shares Outstanding ............       25,172         24,892         24,506         24,314
                                                  ----------     ----------     ----------     ----------
EARNINGS ANALYSIS
Operating Margin ..............................         10.9%          11.4%          11.7%          11.7%
Pretax Margin .................................         10.0%           9.9%           9.7%          11.6%
Effective Tax Rate ............................         34.7%          36.2%          36.5%          36.2%
Net Margin-Continuing Operations ..............          6.5%           6.3%           6.2%           7.4%
Net Margin ....................................          6.5%           6.3%           6.2%           7.4%
Return on Beginning Assets ....................          8.8%           8.3%           8.5%          11.6%
Return on Beginning Shareholders' Equity ......         17.0%          17.3%          19.1%          19.0%
Dividend Payout to Net Earnings ...............         25.7%          27.6%          27.9%          30.5%
                                                  ----------     ----------     ----------     ----------
BALANCE SHEET DATA ($000)
Current Assets ................................   $  259,746     $  244,350     $  230,479     $  227,670
Plant Assets, Net .............................      132,892        137,316        140,121        126,026
Total Assets ..................................      546,119        530,617        501,930        472,991
Current Liabilities ...........................      174,255         94,931         97,826         97,475
Long-Term Debt ................................       22,648        135,203        141,486        145,981
Shareholders' Equity ..........................      315,461        274,261        242,093        210,718
                                                  ----------     ----------     ----------     ----------
BALANCE SHEET ANALYSIS ($000)
Debt to Capitalization (A) ....................         22.4%          33.9%          37.8%          41.8%
Working Capital ...............................   $   85,491     $  149,419     $  132,653     $  130,195
Current Ratio .................................          1.5            2.6            2.4            2.3
                                                  ----------     ----------     ----------     ----------
CASH FLOW DATA ($000)
From Operations ...............................   $   85,019     $   63,290     $   54,130     $   38,642
For Investment ................................      (18,978)       (51,353)       (42,125)      (160,658)
From/(For) Financing ..........................      (59,774)       (15,326)       (15,862)       103,501
Change in Cash & Equivalents ..................        6,329         (3,446)        (3,881)       (18,576)
Capital Expenditures ..........................       12,204         18,204         29,005         21,822
Depreciation & Amortization ...................       19,760         21,850         21,079         15,372
Dividends Paid ................................       11,975         11,575         11,207         10,814
Net Interest Expense ..........................        5,612          9,616         10,836          2,282
Income Taxes Paid .............................       17,678         26,858         16,458         22,234
Free Cash Flow (B) ............................       60,840         33,511         13,918          6,006
                                                  ----------     ----------     ----------     ----------
</Table>

(A) Total Debt (current and long-term) divided by Total Debt plus Shareholders'
    Equity.

(B) Cash Flow From Operations less Capital Expenditures and Dividends Paid.


<PAGE>

11-YEAR FINANCIAL REVIEW

<Table>
<Caption>
       1998           1997           1996           1995           1994           1993           1992
    ----------     ----------     ----------     ----------     ----------     ----------     ----------
<S>                  <C>            <C>            <C>            <C>            <C>            <C>

    $     7.80     $     7.06     $     6.46     $     5.79     $     5.18     $     4.63     $     4.39
          1.30           1.11           1.07           0.97           0.87           0.72           0.66
          1.30           1.11           1.07           0.97           0.89           0.72           0.56
        0.4425         0.4350         0.4283         0.4217         0.4150         0.4067         0.4000
         24.63          20.79          16.75          18.00          14.92          13.33          15.00
         14.25          13.33          12.42          12.08          10.58          10.67          10.00
    ----------     ----------     ----------     ----------     ----------     ----------     ----------

    $  426,773     $  394,264     $  372,382     $  330,110     $  300,450     $  253,211     $  218,172
        51,663         44,424         42,596         38,728         33,188         29,960         27,810
         2,336          2,759          3,822          3,418          3,298          3,979          4,438
        51,347         44,192         41,405         36,631         31,886         27,221         24,930
        19,262         17,164         15,315         13,060         12,057          9,944          8,941
        32,079         26,918         25,945         23,500         20,786         17,277         15,989
            --             --             --             --            630             --         (2,370)
        32,079         26,918         25,945         23,500         21,416         17,277         13,619
        24,268         24,133         23,908         23,850         23,804         23,831         24,030
        24,649         24,344         24,217         24,205         24,030         24,076         24,346
    ----------     ----------     ----------     ----------     ----------     ----------     ----------

          12.1%          11.3%          11.4%          11.7%          11.0%          11.8%          12.7%
          12.0%          11.2%          11.1%          11.1%          10.6%          10.8%          11.4%
          37.5%          38.8%          37.0%          35.7%          37.8%          36.5%          35.9%
           7.5%           6.8%           7.0%           7.1%           6.9%           6.8%           7.3%
           7.5%           6.8%           7.0%           7.1%           7.1%           6.8%           6.2%
          11.4%          10.1%          10.6%          11.4%          11.2%           9.5%           7.6%
          18.7%          17.4%          18.8%          19.1%          19.4%          16.4%          13.4%
          33.4%          38.2%          36.7%          39.7%          43.0%          52.3%          65.8%
    ----------     ----------     ----------     ----------     ----------     ----------     ----------

    $  168,173     $  160,527     $  140,726     $  133,286     $  109,992     $   97,569     $  105,067
        86,389         82,905         84,525         73,047         58,787         53,839         42,324
       305,766        282,519        267,019        245,697        206,928        191,657        181,660
        61,183         54,237         51,297         49,841         43,926         37,647         30,559
        36,419         37,656         43,449         41,860         25,090         32,650         38,534
       186,807        171,162        154,681        138,144        122,801        110,299        105,460
    ----------     ----------     ----------     ----------     ----------     ----------     ----------

          16.5%          18.5%          24.8%          26.4%          21.0%          29.6%          30.1%
    $  106,990     $  106,290     $   89,429     $   83,445     $   66,066     $   59,922     $   74,508
           2.7            3.0            2.7            2.7            2.5            2.6            3.4
    ----------     ----------     ----------     ----------     ----------     ----------     ----------

    $   42,267     $   41,632     $   26,675     $   21,092     $   25,670     $   20,727     $   23,456
       (19,290)        (8,193)       (18,934)       (29,044)        (1,159)           (74)        (7,737)
       (19,943)       (21,850)        (8,774)         7,226        (18,656)       (22,772)        (9,929)
         2,997         11,497           (964)          (684)         5,912         (2,197)         5,811
        15,825         11,349         22,230         14,471         12,119         10,776          8,290
        12,380         11,600         10,704          9,145          8,166          7,227          8,387
        10,717         10,290          9,512          9,330          9,201          9,036          8,958
         1,053          1,739          2,991          2,560          2,750          3,104          4,140
        16,199         15,112         11,230         11,939         10,194         10,059         11,200
        15,725         19,993         (5,067)        (2,709)         4,350            915          6,208
    ----------     ----------     ----------     ----------     ----------     ----------     ----------
</Table>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(X)
<SEQUENCE>12
<FILENAME>c73959exv13wxayxxy.txt
<DESCRIPTION>MANAGEMENT'S DISCUSSION AND ANALYSIS
<TEXT>
<PAGE>

                                                                EXHIBIT 13(a)(x)

FINANCIAL REVIEW
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

CLARCOR's operating results for fiscal 2002 were at record levels for sales,
cash flow and earnings. Fiscal 2002 also marked CLARCOR's tenth consecutive year
of earnings growth. The results of operations and financial position reflect
acquisitions the Company made in each of the periods presented and these
acquisitions are described in Note B to the Consolidated Financial Statements.
The acquisitions that most impacted the periods presented were Locker Filtration
(Locker) and Total Filtration Services (TFS). In June 2002, Locker was acquired,
adding approximately $7.5 million in sales for the second half of fiscal 2002.
In June 2001, TFS was acquired, adding approximately $28 million in sales for
the second half of fiscal 2001. Several smaller acquisitions also occurred that
were not material to the sales or results of operations for the periods
presented. In addition, results of operations were impacted by a non-recurring
contract cancellation payment that was received from a customer of the Company's
Packaging segment in 2001. This contract cancellation payment increased sales
$7.0 million, operating profit $4.5 million and diluted earnings per share $0.12
in the first quarter of 2001.

The Company adopted Statement of Financial Accounting Standards No. 142 (SFAS
142) at the beginning of the first quarter of 2002 as described in Note E to the
Consolidated Financial Statements. No impairment charges were recorded as a
result of adopting SFAS 142; however, amortization expense for goodwill and
indefinite-lived intangible assets was reduced by approximately $2.9 million
before tax or $0.07 per diluted share after tax in fiscal 2002 compared to 2001.
In the fourth quarter of 2002 upon resolution of specific tax reviews, the
Company recorded a research and experiment tax credit that increased 2002 net
earnings by $1.0 million and diluted earnings per share by $0.04.

The information presented in this financial review should be read in conjunction
with other financial information provided throughout this 2002 Annual Report.
The following discussion of operating results focuses on the Company's three
reportable business segments: Engine/Mobile Filtration, Industrial/Environmental
Filtration and Packaging. Fiscal 2002 was a fifty-two week year for the Company
and fiscal years 2001 and 2000 were fifty-two and fifty-three week years,
respectively.

OPERATING RESULTS
SALES
Net sales in fiscal 2002 were $715.6 million, a 7.3% increase from $667.0
million in fiscal 2001. The 2002 sales increase was the 16th consecutive year of
sales growth for the Company. Net sales increased 2.3% in fiscal 2001 over the
2000 level of $652.1 million. The sales increases in 2002 and 2001 included
sales from acquisitions in each year and fiscal 2001 included $7.0 million from
a non-recurring customer cancellation payment. Fiscal 2000 included
approximately $12-$13 million in additional sales compared to fiscal 2001
because fiscal year 2000 was a fifty-three week year for the Company. Excluding
the impact of acquisitions, the non-recurring payment in 2001 and the additional
week in fiscal 2000, sales increased approximately 2% in 2002 compared with 2001
and fiscal 2001 sales decreased approximately 1% from 2000. Overall sales levels
in 2002 and 2001 were reduced by weakened U.S. and world economies, reduced
customer demand and competitive pricing pressures.

Comparative net sales information related to CLARCOR's operating segments is
shown in the following tables.

<Table>
<Caption>
                                                                            2002 VS. 2001
                                                                               CHANGE
                                                                      ------------------------
NET SALES                                     2002        % TOTAL         $             %
---------                                  ----------   ----------    ----------    ----------
<S>                                        <C>          <C>           <C>           <C>
ENGINE/MOBILE FILTRATION ................  $    263.5         36.8%   $     12.5           5.0%
INDUSTRIAL/ENVIRONMENTAL FILTRATION .....       383.6         53.6%         37.2          10.7%
PACKAGING ...............................        68.5          9.6%         (1.1)         -1.7%
                                           ----------   ----------    ----------    ----------
     TOTAL ..............................  $    715.6        100.0%   $     48.6           7.3%
                                           ==========   ==========    ==========    ==========
</Table>

<Table>
<Caption>
                                                                            2001 vs. 2000
                                                                               Change
                                                                      ------------------------
NET SALES                                     2001       % Total           $             %
---------                                  ----------   ----------    ----------    ----------
<S>                                        <C>          <C>           <C>           <C>
Engine/Mobile Filtration ................  $    251.0         37.6%   $     (8.8)         -3.4%
Industrial/Environmental Filtration .....       346.4         52.0%         26.7           8.3%
Packaging ...............................        69.6         10.4%         (3.0)         -4.1%
                                           ----------   ----------    ----------    ----------
      Total .............................  $    667.0        100.0%   $     14.9           2.3%
                                           ==========   ==========    ==========    ==========
</Table>

The Engine/Mobile Filtration segment's sales increased 5.0% in 2002 from 2001 or
approximately 2% excluding the sales from Locker which was acquired in June
2002. Excluding Locker, 2002 sales growth was primarily due to increased
domestic and international heavy-duty filter sales. Railroad filtration product
sales decreased approximately 4% in 2002 due to soft market conditions,
including reduced locomotive mileage, extended filter drain intervals and lower
new locomotive sales. The segment's sales decreased 3.4% in 2001 from 2000 or
approximately 1.5% excluding the additional week in fiscal 2000. Sales decreased
in fiscal 2001 primarily due to the slowdown in the U.S. economy, competitive
pricing pressures, and a reduction in both inventory levels and product demand
by our customers.

The Company's Industrial/Environmental Filtration segment recorded a 10.7%
increase in sales in 2002 over 2001. Fiscal 2002 included the full-year impact
from TFS, while 2001 included only six months. Excluding the impact of an
additional six months of sales from TFS in 2002, the segment's sales grew
approximately 2% over 2001. Growth resulted from sales of environmental air
filters, specialty industrial filters and the Total Filtration Program.
Partially offsetting this increase in sales were reduced sales of air quality
equipment and filtration systems that are sold primarily into the capital goods
markets. The segment recorded an 8.3% increase in sales in 2001 over 2000.
Excluding the sales increase from TFS in 2001 and the additional week in fiscal
2000, sales for the segment increased approximately 1.5% in 2001 compared to
fiscal 2000. Fiscal 2001 results benefited from additional sales of new products
introduced late in fiscal 2000 and greater distribution coverage for
environmental filters. This increase was partially offset by lower sales due to
the U.S. economic recession which primarily affected sales of filtration
equipment and systems.

The Packaging segment's sales were $68.5 million in 2002, a 1.7% reduction from
2001. Included in 2001 sales of $69.6 million was a non-recurring $7.0 million
payment arising from a contract cancellation by a customer. Excluding this
non-recurring payment, sales increased approximately 9% in 2002 from 2001 as a
result of increased sales of flat sheet metal decorating and non-promotional
metal and plastic packaging. As a result of the customer cancellation, sales of
plastic closures decreased substantially beginning in the first quarter 2001.
The segment continues to focus on sales of non-promotional packaging products
such as metal and plastic closures and containers for food, confectionary and
beverage containers and film and battery cartridges.


<PAGE>

FINANCIAL REVIEW
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

OPERATING PROFIT

Operating profit of $77.8 million in 2002 was 2.6% higher than in 2001. Fiscal
2001 operating profit of $75.8 million was slightly lower than the $76.0 million
recorded in 2000. The 2002 operating profit increased approximately $2.9 million
as a result of reduced amortization expense for goodwill and long-lived
intangible assets due to the adoption of SFAS 142. Fiscal 2001 included
approximately $4.5 million from a non-recurring customer contract cancellation
payment. Excluding these two items, operating profit increased approximately 5%
in 2002. Operating margin was 10.9% in 2002 compared to 11.4% in 2001 and 11.7%
in fiscal 2000. Operating margins decreased in 2002 and 2001 principally due to
the increase in sales from acquisitions that have lower margins than the 11.7%
overall margin recorded in 2000.

Continued cost reductions, improved manufacturing productivity and the
integration of acquired businesses positively impacted operating profit in both
fiscal 2002 and 2001. The profit improvements in 2002 offset, in part,
competitive pricing pressures and cost increases the Company experienced for
certain raw materials, health care, incentive compensation programs, insurance
and pensions. Pension cost increased approximately $2.2 million in 2002 from
2001, primarily due to a reduction in the discount rate and reduced pension
asset values. Discretionary cost reduction programs, particularly in 2001, were
effective in offsetting reduced customer demand. Foreign currency fluctuations
did not have a material impact on consolidated operating profit in 2002, 2001 or
2000.

Comparative operating profit information related to the Company's business
segments is as follows.

<Table>
<Caption>
                                                                            2002 VS. 2001
                                                                               CHANGE
                                                                      ------------------------
OPERATING PROFIT                              2002       % TOTAL           $             %
----------------                           ----------   ----------    ----------    ----------
<S>                                        <C>          <C>           <C>           <C>
ENGINE/MOBILE FILTRATION ...............   $     52.8         67.9%   $      1.0           1.9%
INDUSTRIAL/ENVIRONMENTAL FILTRATION ....         20.7         26.6%          3.9          23.3%
PACKAGING ..............................          4.3          5.5%         (2.9)        -40.4%
                                           ----------   ----------    ----------    ----------
     TOTAL .............................   $     77.8        100.0%   $      2.0           2.6%
                                           ==========   ==========    ==========    ==========
</Table>

<Table>
<Caption>
                                                                           2001 vs. 2000
                                                                              Change
                                                                      ------------------------
OPERATING PROFIT                              2001       % Total           $            %
----------------                           ----------   ----------    ----------    ----------
<S>                                        <C>          <C>           <C>           <C>
Engine/Mobile Filtration ...............   $     51.8         68.3%   $      2.6           5.3%
Industrial/Environmental Filtration ....         16.8         22.1%         (1.6)         -9.1%
Packaging ..............................          7.2          9.6%         (1.2)        -13.4%
                                           ----------   ----------    ----------    ----------
      Total ............................   $     75.8        100.0%   $     (0.2)         -0.2%
                                           ==========   ==========    ==========    ==========
</Table>

<Table>
<Caption>
OPERATING MARGIN AS A
PERCENT OF NET SALES                              2002             2001             2000
----------------------                         ----------       ----------       ----------
<S>                                            <C>              <C>              <C>
Engine/Mobile Filtration ...............             20.0%            20.6%            18.9%
Industrial/Environmental Filtration ....              5.4%             4.8%             5.8%
Packaging ..............................              6.3%            10.4%            11.6%
                                               ----------       ----------       ----------
      Total ............................             10.9%            11.4%            11.7%
                                               ==========       ==========       ==========
</Table>

Operating profit for the Engine/Mobile Filtration segment increased to $52.8
million in 2002 from $51.8 million in 2001, an increase of 1.9%. Operating
profit improved in 2002 as a result of increased sales, productivity improvement
programs and reduced amortization expense. Offsetting these profit improvements
were increased costs for health care, insurance, incentive programs and
pensions. Operating margin as a percent of sales in fiscal 2002 decreased to
20.0% from 20.6% in 2001, primarily as a result of lower margins from Locker. In
fiscal 2001, the segment's operating margin improved to 20.6% from 18.9% in 2000
as a result of material and labor cost reductions and improved productivity in
its main distribution and light-duty filter manufacturing facilities. These
improvements more than offset increased energy and employee insurance costs and
competitive pricing pressures.

The Industrial/Environmental Filtration segment's operating profit improved to
$20.7 million in 2002 from $16.8 million in 2001, an increase of 23.3%. The
increase included profit from TFS for an additional six months compared to 2001
and reduced amortization expense of approximately $2.5 million. In addition,
reduced manufacturing costs and improved productivity at several newer
facilities offset cost increases for insurance, pensions and incentive programs.
Operating margin as a percent of sales improved to 5.4% compared to 4.8% in
2001. Operating profit decreased in 2001 to $16.8 million from $18.4 million in
2000 primarily as a result of start-up costs early in fiscal 2001 related to two
new production facilities and reduced sales of filtration equipment and systems.
The start-up costs associated with the new facilities and new product
introductions decreased during the third quarter of 2001 as production
efficiencies and capacity utilization improved. Fiscal 2001 also included
approximately $1.2 million of operating profit from TFS for the six-month period
from its acquisition in June 2001.

The Packaging segment's operating profit was $4.3 million in fiscal 2002. In
fiscal 2001, the segment reported operating profit of $7.2 million that included
the non-recurring item discussed previously. Excluding that item from 2001, 2002
operating profit increased over 50% compared to 2001 primarily as a result of
increased metal lithography sales, improved leverage of fixed costs and improved
productivity from equipment installed in 2001. The fiscal 2001 results included
approximately $7.0 million related to a non-recurring cancellation payment from
a customer that was reduced by $2.4 million for related asset impairment
charges. Excluding this item, operating profit in 2001 was lower than 2000 due
to the lower sales of plastic closures to this customer, reduced capacity
utilization, higher energy and pension costs, and increased costs related to the
installation of new lithography equipment in early 2001. Due to difficulties
with the start-up of this new equipment, plant utilization was reduced
throughout 2001 from expected levels and additional costs were incurred for
product scrap and rework.

OTHER INCOME & EXPENSE

Net other expense totaled $6.3 million in 2002, $10.1 million in 2001 and $12.5
million in 2000. Interest expense of $6.1 million was lower in 2002 compared
with $10.3 million in 2001 and $11.5 million in 2000, due to declining interest
rates and reduced overall borrowings during the year. Interest income was
reduced to $0.5 million in 2002 from $0.7 million for both 2001 and 2000,
primarily as a result of lower interest rates. Currency losses of $0.2 million
in 2002, gains of $0.2 million in 2001 and losses of $1.2 million in 2000
resulted primarily from fluctuations in European currency exchange rates against
the U.S. dollar.

PROVISION FOR INCOME TAXES

The provision for income taxes in 2002 was $24.8 million and resulted in an
effective tax rate of 34.7%. The 2002 provision includes approximately $1.0
million related to a research and experiment tax credit recorded in the fourth
quarter of 2002. Excluding this credit, which should not be as large in future
years, the effective rate in 2002 would


<PAGE>

have been approximately 36.1%. The provision for taxes was $23.8 million and
$23.2 million in 2001 and 2000, respectively, and resulted in effective tax
rates of 36.2% and 36.5%, respectively. The effective tax rate in 2003 is
expected to be approximately 36.0% to 36.5%.

NET EARNINGS AND EARNINGS PER SHARE

Net earnings were a record $46.6 million in 2002 or diluted earnings per share
of $1.85, compared to $41.9 million or $1.68 per diluted share in 2001. Net
earnings in 2000 were $40.2 million or $1.64 per diluted share. As described in
Note M to the Consolidated Financial Statements, diluted earnings per share
would have been $1.79, $1.64 and $1.61 for 2002, 2001 and 2000, respectively,
had compensation expense for stock options been recorded in accordance with SFAS
123. Diluted average shares outstanding for fiscal 2002 were 25,171,931 compared
to 24,892,062 for 2001, an increase of 1.1%. Diluted average shares outstanding
for fiscal 2000 were 24,506,171. The increase in outstanding shares was
primarily due to additional stock option grants.

FINANCIAL CONDITION

CORPORATE LIQUIDITY

The Consolidated Statements of Cash Flows are shown on page 15, and this
discussion of corporate liquidity should be read in conjunction with information
presented in those statements.

Cash and short-term cash investments increased to $13.7 million at year-end 2002
from $7.4 million at year-end 2001. Cash provided by operating activities
totaled $85.0 million in 2002 compared to $63.3 million in 2001 and $54.1
million in 2000. The increases in cash provided by operating activities in 2002
and 2001 resulted from higher net earnings and depreciation and as a result of
improvement in working capital management during fiscal 2002 and 2001. In fourth
quarter 2002, a $5.0 million voluntary contribution was made to the Company's
pension trust for covered U.S. employees. Depending on future pension plan asset
returns and benefit costs, annual contributions of approximately $3-$5 million
are expected to be required beginning in 2005.

The Company used cash of $19.0 million for investing activities in 2002, $51.4
million in 2001 and $42.1 million in 2000. Cash used for acquisitions in 2002
totaled $10.7 million offset partially by a $4.0 million settlement payment
received from the sellers of TFS in accordance with the terms of the purchase
agreement. Cash used for acquisitions in 2001, primarily for TFS, totaled $33.4
million, while cash used for the acquisition of several small filtration
businesses in 2000 totaled $12.7 million. Additions to plant assets totaled
$12.2 million in 2002 and were primarily for new products, productivity
improvement programs and cost reduction programs. Plant asset additions totaled
$18.2 million in 2001 and included final payments on several projects begun in
fiscal 2000. Additions to plant assets in 2000 totaled $29.0 million and
included payments on new state-of-the-art lithography equipment, the purchase
and refurbishment of a manufacturing building in Campbellsville, Kentucky, and
additional manufacturing capacity throughout the Company.

Net cash used in financing activities totaled $59.8 million and $15.3 million in
2002 and 2001, respectively. In 2002, net repayments of $44.2 million were made
on a revolving credit agreement and an additional $5.6 million was repaid on
other long-term debt. During 2001 the Company borrowed an additional $27.5
million under its revolving credit agreement, primarily for the TFS acquisition;
however, repayments of $36.5 million were made during the year. The Company
received $8.0 million in 2001 from the issuance of industrial revenue bonds
related to a manufacturing facility in Campbellsville, Kentucky. Net cash
provided by financing activities in fiscal 2000 totaled $15.9 million and
included a net additional $1.0 million borrowed under the revolving credit
agreement. The Company did not repurchase any shares in 2002, 2001 or 2000 under
its remaining authorization of approximately 920,000 shares from the December
1997 Board of Directors' approved stock repurchase plan. This authorization
expired in December 2002. Dividend payments totaled $12.0 million, $11.6 million
and $11.2 million in 2002, 2001 and 2000, respectively.

CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, pay dividends, provide
for additions and the replacement of necessary plant facilities, and to service
and repay long-term debt. During fiscal 2002, $5.6 million was repaid on
long-term notes and a net repayment of $44.2 million was made on the outstanding
balance on the revolving credit facility. This $185 million credit facility was
established in 1999 with several financial institutions and the outstanding
balance was $62.8 million at the end of 2002 with $12.7 million outstanding for
letters of credit. This facility expires in September 2003 and the Company is
currently negotiating a $150 million replacement credit facility that is
expected to be finalized in 2003. The Company expects to continue to use future
additional cash flow to further reduce outstanding borrowings. Capital
expenditures for normal facility maintenance, productivity improvements and new
products are expected to total $21-$23 million in 2003. Principal payments on
long-term debt will be approximately $5.6 million in 2003 based on scheduled
payments in current debt agreements. The Company is in compliance with all
covenants related to its borrowings, as described in Note G to the Consolidated
Financial Statements. The Company's off-balance sheet arrangements relate to
various operating leases as discussed in Note H to the Consolidated Financial
Statements. Commitments for noncancelable leases in 2003 total approximately
$8.5 million. The Company had no derivative, swap, hedge or special purpose
entity agreements at year-end 2002.

The following table summarizes the Company's fixed cash obligations as of
November 30, 2002 over the next five years:

<Table>
<Caption>
                           2003         2004         2005         2006         2007
                        ----------   ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>          <C>
Long-Term Debt ......   $      5.6   $      5.7   $      0.4   $      0.2   $       --

Credit Facility .....         62.8           --           --           --           --

Operating Leases ....          8.5          6.9          4.8          3.3          2.7
</Table>

While changes in customer demand for our products will affect operating cash
flow, the Company is not aware of any known trends, demands or reasonably likely
events that would materially affect cash flow from operations in the future.
It is possible that business acquisitions or dispositions could be made in the
future that may affect operating cash flows and may require changes in the
Company's debt and capitalization.

CAPITAL RESOURCES

The Company's financial position at November 30, 2002, continued to be
sufficiently liquid to support current operations and reflects increased cash
flow from operations and significant reductions in borrowings since the
beginning of the 2002 fiscal year. Total assets increased to $546.1 million at
the end of fiscal 2002, an increase of 2.9% from the year-end 2001 level of
$530.6 million. Total current assets increased to $259.7 million from $244.4
million at year-end 2001. Total current liabilities at year-end 2002 increased
to $174.3 million from $94.9 million at year-end 2001. Included in current
liabilities in 2002 is the $62.8 million outstanding balance on a revolving


<PAGE>

FINANCIAL REVIEW
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

credit agreement that expires in September 2003. The current ratio was 1.5 at
year-end 2002 or 2.3 excluding the revolving credit balance, compared to 2.6 at
year-end 2001. Inventories decreased during fiscal 2002 primarily due to
increased emphasis on working capital management. Net plant assets also
decreased during 2002 as depreciation expense exceeded 2002 expenditures for
plant assets. Acquired intangibles increased to $122.5 million primarily due to
the acquisition of Locker, which was offset by reduced goodwill related to
purchase accounting adjustments for TFS. Accounts payable and accrued
liabilities at year-end 2002 were higher primarily due to increased accruals for
incentive plans and increased payables to vendors.

Long-term debt of $22.6 million at year-end 2002 excludes the $62.8 million
borrowing under the revolving credit facility, since it expires in September
2003 and is classified as a short-term obligation. A replacement credit facility
is expected to be finalized in 2003 and at that time the full amount outstanding
under the new facility will be included in long-term debt. Shareholders' equity
increased to $315.5 million from $274.3 million at year-end 2001. The increase
in shareholders' equity resulted primarily from net earnings of $46.6 million
offset by dividend payments of $12.0 million or $0.4825 per share. Total debt
decreased to 22.4% of total capitalization at year-end 2002, compared to 33.9%
at year-end 2001.

At November 30, 2002, CLARCOR had 24,918,614 shares of common stock outstanding
at $1.00 par value, compared to 24,626,236 shares outstanding at the end of
2001.

OTHER MATTERS

MARKET RISK

The Company's market risk is primarily the potential loss arising from adverse
changes in interest rates. The Company's debt obligations are primarily at
variable LIBOR-associated rates and fixed interest rates and are denominated in
U.S. dollars. In order to minimize the long-term costs of borrowing, the Company
manages its interest rate risk by monitoring trends in rates as a basis for
determining whether to enter into fixed rate or variable rate agreements. In
fiscal 2000, the Company entered into an interest rate agreement, which expired
in September 2002, related to the revolving credit agreement as described in
Note G to the Consolidated Financial Statements. As a result of the expiration
of this interest rate agreement, the Company estimates that interest expense on
the notional amount of $60 million will be reduced by approximately $3 million
per year based on interest rates currently payable under the revolving credit
agreement. The Company has no other interest rate or other derivative
agreements.

Market risk is estimated as the potential change in fair value of the Company's
long-term debt obligations resulting from a hypothetical 1% increase in interest
rates. A hypothetical 1% increase in interest rates on the Company's variable
rate agreements would adversely affect fiscal 2003 net earnings and cash flows
by approximately $0.4 million and reduce the fair value of fixed rate long-term
debt, as measured at November 30, 2002, by approximately $0.1 million. Last
year, a hypothetical 1% increase in interest rates would have adversely affected
fiscal 2002's net earnings and cash flows by approximately $0.4 million and
reduced the fair value of fixed rate long-term debt by approximately $0.3
million.

Although the Company continues to evaluate derivative financial instruments,
including forwards, swaps and purchased options, to manage foreign currency
exchange rate changes, the Company did not hold derivatives for trading purposes
during 2002, 2001 or 2000.

The Company has used forward exchange contracts on a limited basis to manage
foreign currency exchange risk related to certain transactions, primarily
certain large purchases denominated in currencies other than U.S. dollars. As a
result of continued foreign sales and business activities, the Company will
continue to evaluate the use of derivative financial instruments to manage
foreign currency exchange rate changes in the future.

CRITICAL ACCOUNTING POLICIES

The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Consolidated
Financial Statements. These policies have been consistently applied in all
material respects and address such matters as revenue recognition, depreciation
methods, inventory valuation, asset impairment recognition, business combination
accounting and pension and postretirement benefits. At the beginning of fiscal
year 2002 as described in Note A to the Consolidated Financial Statements, the
Company adopted SFAS 142 which changed the Company's accounting policy related
to goodwill and intangible assets. Goodwill and indefinite-lived intangible
assets are no longer amortized but are subject to periodic impairment
assessment. The transitional impairment testing for such assets was completed
during the first quarter of 2002, which determined that at the December 1, 2001
transition date there was no impairment to such assets.

While the estimates and judgments associated with the application of these
critical accounting policies may be affected by different assumptions or
conditions, the Company believes the estimates and judgments associated with the
reported amounts are appropriate in the circumstances. The following explains
several of the Company's critical accounting policies that are used in preparing
its consolidated financial statements which require the Company's management to
use significant judgment and estimates:

         Allowance for Losses on Accounts Receivable - Allowances for losses on
customer accounts receivable balances are estimated based on historical
experience, by evaluating specific customer accounts for risk of loss and
current payment trends, and economic conditions in the industries to which the
Company sells. The Company's concentration of risk is also monitored and at
year-end 2002, the largest outstanding customer account balance was $4.2
million. The allowances provided are estimates that may be impacted by economic
and market conditions which could have an effect on future allowance
requirements and results of operations.

         Pensions - The Company's pension obligations are determined using
estimates including those related to discount rates, asset values and changes in
compensation. Actual results and future obligations will vary based on changes
in interest rates, stock and bond market valuations and employee compensation.
For example, for the Company's pension plan for U.S. covered employees, a
reduction in the expected return on plan assets to 8.5% from 9.0% will result in
additional expense in fiscal 2003 of approximately $0.3 million, while a
reduction in the discount rate to 6.75% from 7.25% will result in additional
expense of approximately $0.6 million. Interest rates and pension plan
valuations may vary significantly based on worldwide economic conditions and
asset investment decisions.

         Income Taxes - The Company is required to estimate and record income
taxes payable for each of the U.S. and international jurisdictions in which the
Company operates. This process involves estimating actual current tax expense
and assessing temporary differences resulting from differing accounting
treatment between tax and book which result in deferred tax assets and
liabilities. In addition, accruals


<PAGE>

are also estimated for federal, state and international tax matters that are
subject to judgment. In fiscal 2002, the Company's effective tax rate was 34.7%
which included a $1.0 million research and experiment tax credit recorded upon
resolution of specific tax reviews. Excluding this credit, the effective rate
for 2002 would have been approximately 36.1%. Taxes payable and the related
deferred tax differences may be impacted by changes to tax codes, changes in tax
rates and changes in taxable profits and losses.

         Goodwill and Indefinite-lived Intangible Assets - As described earlier,
the Company has adopted SFAS 142 and goodwill and indefinite-lived intangible
assets are now reviewed periodically for impairment. These reviews of fair value
involve judgment and estimates of discount rates, transaction multiples and
future cash flows for the reporting units that may be impacted by market
conditions and worldwide economic conditions.

RECENT RELEVANT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations," SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," and SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities." These standards will be effective for the Company
beginning in fiscal 2003. The Company has not completed the evaluation of the
impact of these standards on its financial statements but it does not expect
these standards to have a material impact on its results of operations or
financial condition.

OUTLOOK

The Company's long-term objective to record compound annual growth rates in
diluted earnings per share of 10% to 15% will continue to require internally
generated sales growth, improved profitability and additional acquisitions.
Excluding acquisitions, the Company expects that sales and diluted earnings per
share will continue to grow in 2003, making it the 11th consecutive year of
earnings per share growth for the Company. Unless worldwide economic conditions
change, the Company's internal sales growth is not expected to differ
significantly in 2003 from 2002. Sales growth for the Engine/Mobile Filtration
segment is expected to grow approximately at the same rate as in 2002, excluding
acquisitions. This increase will result from new product introductions and the
continued benefit from sales and marketing initiatives begun over the past year.
Sales of filters used for railroad locomotives are expected to be lower due to a
continuation of reduced filter usage and reduced production of new locomotives.
Sales growth for the Industrial/Environmental segment is also expected to grow
at about the 2002 rate, excluding acquisitions. Reduced sales for air quality
systems and filtration equipment are expected to continue throughout 2003.
Several new products for the air quality equipment market are expected to be
introduced in 2003 and the potential for these products is favorable when that
sector of the economy recovers. The Packaging segment's sales are expected to
grow in 2003 as emphasis continues on increasing sales of flat sheet metal
decorating and non-promotional metal and plastic packaging products.

The Total Filtration Program is also expected to favorably impact sales.
Double-digit growth for this Program is expected in 2003, continuing the pace of
2002. This is expected to be accomplished through (1) a continued focus on
selling the Total Filtration Program to major industrial companies, especially
those outside the automotive industry; (2) a major effort to enable thousands of
our distributors throughout North America to become Total Filtration
Distributors; and (3) a change in focus at our 22 company-owned branches and
stores from selling primarily air filtration HVAC products to selling our entire
range of liquid, air and process filtration products. These initiatives will be
supported by our expertise in product acquisition, training, logistics and in
selling a broad line of filtration products for thousands of different end uses.

Continued emphasis on cost reductions and improved pricing programs within each
business unit are expected to offset cost increases for materials, including
filter media and steel, health care, insurance and pensions. Due to reduced
pension asset valuations and lower discount and asset return rates, pension
expense is expected to increase by $2.0 million in fiscal 2003 from 2002. Costs
for property and liability insurance and pensions are particularly impacted by
economic conditions and by interest rates, stock market valuations and
reinsurance availability. These costs for the Company may change significantly
based on future changes in the U.S. and world economies. Capital investments
will continue to be made in each segment's facilities to improve productivity
and to support the Total Filtration Program and new products. While the Company
fully anticipates that sales and profits will improve as a result of sales
initiatives and cost reductions, the Company has developed contingency plans to
reduce discretionary spending if recessionary economic conditions persist.

The Company continues to assess acquisition opportunities, primarily in related
filtration businesses. It is expected that these acquisitions would expand the
Company's market base, distribution coverage and product offerings. The Company
has established financial standards that will continue to be vigorously applied
in the review of all acquisition opportunities and the Company believes that it
has sufficient additional borrowing capacity to continue this acquisition
program.

FORWARD-LOOKING STATEMENTS

Certain statements quoted in this Annual Report are forward looking. These
statements involve risk and uncertainty. Actual future results and trends may
differ materially depending on a variety of factors including: the volume and
timing of orders received during the year; the mix of changes in distribution
channels through which the Company's products are sold; the success of the
Company's Total Filtration Program; the timing and acceptance of new products
and product enhancements by the Company or its competitors; changes in pricing,
labor availability and related costs, product life cycles, raw material costs,
insurance, pension and energy costs, and purchasing patterns of distributors and
customers; competitive conditions in the industry; business cycles affecting the
markets in which the Company's products are sold; the effectiveness of plant
conversions, plant expansions and productivity improvement programs; the
management of both growth and acquisitions; the fluctuation in foreign and U.S.
currency exchange rates; the fluctuation in interest rates, primarily LIBOR,
which affect the cost of borrowing under its revolving credit facility; the
finalization of a replacement credit facility; extraordinary events such as
litigation, acquisitions or divestitures including related charges; and economic
conditions generally or in various geographic areas. All of the foregoing
matters are difficult to forecast. The future results of the Company may
fluctuate as a result of these and the other risk factors detailed from time to
time in the Company's filings with the Securities and Exchange Commission.

Due to the foregoing items, it is possible that, in the future, the Company's
operating results will be below the expectations of stock market analysts and
investors. In such event, the price of CLARCOR common stock could be materially
adversely affected.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>13
<FILENAME>c73959exv21.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE>

                                                                      EXHIBIT 21

                           CLARCOR INC. SUBSIDIARIES

                            AS OF FEBRUARY 15, 2003

<Table>
<Caption>
                                                          JURISDICTION OF
                                                          INCORPORATION OR                    PERCENT OF
                 NAME                                       ORGANIZATION                      OWNERSHIP*
--------------------------------------                    ----------------                    ----------
<S>                                                       <C>                                 <C>
CLARCOR Consumer Products, Inc.                           Delaware                               100%
J.L. Clark, Inc.                                          Delaware                               100%
Clark Europe, Inc.                                        Delaware                               100%
CLARCOR Filtration Products, Inc.                         Delaware                               100%
Airguard Industries, Inc.                                 Kentucky                               100%
Airklean Engineering Pte. Ltd.                            Singapore                              100%
Airguard Asia Sdn. Bhd.                                   Malaysia                               100%
Airguard de Venezuela, S.A.                               Venezuela                               70%
Purolator Products Air Filtration
  Company                                                 Delaware                               100%
Baldwin Filters, Inc.                                     Delaware                               100%
Baldwin Filters N.V.                                      Belgium                                100%
Baldwin Filters Limited                                   United Kingdom                         100%
Baldwin South Africa, Inc.                                Delaware                               100%
Baldwin-Unifil S.A.                                       South Africa                            80%
Hastings Filters Ltd. Canada                              Canada                                 100%
Baldwin Filters (Aust.) Pty. Limited                      Australia                              100%
CLARCOR UK Limited                                        United Kingdom                         100%
Clark Filter, Inc.                                        Delaware                               100%
Filtros Baldwin de Mexico                                 Mexico                                  90%
Purolator Facet, Inc.                                     Delaware                               100%
Facet FCE S.A.R.L.                                        France                                 100%
Facet Iberica S.A.                                        Spain                                  100%
Facet Industrial B.V.                                     Netherlands                            100%
Facet Industrial U.K. Limited                             United Kingdom                         100%
Facet Italiana, S.p.A.                                    Italy                                  100%
Facet USA Inc.                                            Delaware                               100%
Filter Products, Inc.                                     California                             100%
GS Costa Mesa, Inc.                                       Delaware                               100%
Locker Filtration Limited                                 United Kingdom                         100%
FilterSource                                              California                             100%
Purolator Filter GmbH                                     Germany                                100%
Total Filtration Services, Inc.                           Ohio                                   100%
Total Filtration Services LLC of VC                       Mexico                                 100%
Total Filter Technology, Inc.                             Massachusetts                          100%
United Air Specialists, Inc.                              Ohio                                   100%
CLARCOR International, Inc.                               Delaware                               100%
Baldwin-Weifang Filters Ltd.                              China                                   75%
CLARCOR Foreign Sales Corporation                         Barbados                               100%
CLARCOR Trading Company                                   Delaware                               100%
</Table>

------------------------------
* Direct or indirect

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>14
<FILENAME>c73959exv23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>

                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in each Registration
Statement on Form S-8 (file numbers 33-5456, 33-38590, 33-39374, 33-53763,
33-53899, 33-801767 and 333-101767) of CLARCOR Inc. and Subsidiaries of our
report dated January 8, 2003 relating to the consolidated financial statements,
which appears in the Annual Report to Shareholders, which is incorporated by
reference in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report dated January 8, 2003 relating to the
financial statement schedule, which appears in this Form 10-K.

                                         /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 20, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>15
<FILENAME>c73959exv99w1.txt
<DESCRIPTION>CERTIFICATIONS
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

              CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
                     OF TITLE 18 OF THE UNITED STATES CODE

I, Norman E. Johnson, the Chief Executive Officer of CLARCOR Inc., certify that
(i) the Form 10-K Annual Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information
contained in the Form 10-K Annual Report fairly presents, in all material
respects, the financial condition and results of operations of CLARCOR Inc.

                                                 /s/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                             Chairman of the Board, President
                                               and Chief Executive Officer
<PAGE>

                                                                    EXHIBIT 99.1

              CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
                     OF TITLE 18 OF THE UNITED STATES CODE

I, Bruce A. Klein, the Chief Financial Officer of CLARCOR Inc., certify that (i)
the Form 10-K Annual Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information
contained in the Form 10-K Annual Report fairly presents, in all material
respects, the financial condition and results of operations of CLARCOR Inc.

                                                  /s/ BRUCE A. KLEIN
                                          --------------------------------------
                                                      Bruce A. Klein
                                              Vice President -- Finance and
                                                 Chief Financial Officer

</TEXT>
</DOCUMENT>
</SUBMISSION>
