CLARCOR INC - 10-K Annual Report

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

CLARCOR Inc.
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(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:

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

None
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(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 of the Common Stock held by non-affiliates computed
by reference to the price at which the Common Stock was last sold as of the last
day of registrant's most recently completed second fiscal quarter is
$896,867,717.

The number of outstanding shares of Common Stock as of February 5, 2004 is
25,372,273 shares.

Certain portions of the registrant's 2003 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV. Certain portions of the
registrant's Proxy Statement dated February 18, 2004 for the Annual Meeting of
Shareholders to be held on March 22, 2004 are incorporated by reference in Part
III.

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 2003 the year ended on November 29, 2003 and included 52 weeks. 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. 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 January 8, 2004, after the close of the 2003 fiscal year, the Company
announced that it will relocate its corporate headquarters from Rockford,
Illinois, to Nashville, Tennessee. This move is expected to be completed in the
next six to 12 months. Certain manufacturing facilities operated by the
Company's subsidiaries will remain in Rockford. The costs of the move will be a
one-time charge incurred primarily in fiscal 2004 and are estimated to not
exceed $0.07 per share.

(ii) Summary of Business Operations.

During 2003, 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 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 2001 through 2003 is
included on pages 23 and 24 of the Company's 2003 Annual Report to Shareholders
(the "Annual Report"), is incorporated herein by reference and is filed as part
of Exhibit 13(a)(vi) to this 2003 Annual Report on Form 10-K ("2003 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.;

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Baldwin Filters Limited and CLARCOR UK Limited (formerly named Locker Filtration
Limited). In addition, the Company owns (i) 90% of Filtros Baldwin de Mexico
("FIBAMEX"), (ii) 80% 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, corrugated 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: CLARCOR Air Filtration
Products, Inc. ("CLC Air"); 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"); Purolator Advanced Filtration
Group, Inc. ("AFG"); Purolator Facet, Inc. ("PFI"); Total Filtration Services,
Inc. ("TFS"); Total Filter Technology, Inc. ("TFT"); and United Air Specialists,
Inc. ("UAS"). The segment's products are sold throughout the world.

CLC Air resulted from the merger, on December 1, 2003, of two of the
Company's former subsidiaries, Airguard Industries, Inc. ("Airguard") and
Purolator Products Air Filtration Company ("Purolator"). CLC Air will
manufacture and sell Airguard and Purolator branded commercial and industrial
air filters. Purolator Advanced Filtration Group, Inc. was formerly named Filter
Products, Inc. and is in the business of manufacturing and selling liquid
filters primarily for pharmaceutical, beverage and other products.

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.

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
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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. CLARCOR UK Limited ("CLARCOR UK"), 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. During fiscal 2004, it is expected that
Baldwin-Weifang Filters Ltd. will expand its product line to include air and
liquid filters for automobiles manufactured by Japanese companies. 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 and China.

During fiscal 2003, 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
reduce 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. The Company expects that the impact of this Program will grow
over the next several years as 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.

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, corrugated 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.
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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 2003.

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 (such as "Purolator" and
"Facet") used in connection with certain products are significant to its
business.

CUSTOMERS

The largest 10 customers of the Engine/Mobile Filtration segment accounted
for 25% of the $287,797,000 of fiscal year 2003 sales of such segment.

The largest 10 customers of the Industrial/Environmental Filtration segment
accounted for 29% of the $386,275,000 of fiscal year 2003 sales of such segment.

The largest 10 customers of the Packaging segment accounted for 64% of the
$67,286,000 of fiscal year 2003 sales of such segment.

No single customer accounted for 10% or more of the Company's consolidated
2003 sales.

BACKLOG

At November 30, 2003, the Company had a backlog of firm orders for products
amounting to approximately $85,800,000. The backlog figure for November 30, 2002
was approximately $71,900,000. Substantially all of the orders on hand at
November 30, 2003 are expected to be filled during fiscal 2004.

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.

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.
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In fiscal 2003, the Company employed 87 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 $7,403,000 on such activities as
compared with $6,482,000 for 2002 and $5,365,000 for 2001.

During fiscal 2004, the Company expects to complete an expansion of its air
filtration technical center in Louisville, Kentucky and its process liquid
technical center in Greensboro, North Carolina and to build a new aviation fuel
test facility.

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.

In November 2003, the Nebraska Department of Environmental Quality notified
Baldwin Filters, Inc. ("Baldwin"), a CLARCOR subsidiary, that the State intended
to pursue an enforcement action against Baldwin related to an alleged exceedance
of an opacity standard for emissions from its Kearney, Nebraska facility. Prior
to receipt of the notice, Baldwin had installed a thermal oxidizer to reduce its
visible emissions below applicable standards and the facility is now in full
compliance with those standards. Nonetheless, the State continued to insist on
the payment of a civil forfeiture and Baldwin agreed to pay a forfeiture of
$5,000.00. That payment has been made and the matter is now resolved.

The Company is party to various other 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.

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 replaced certain oxidizers used to remove air borne
contaminants at its Rockford, Illinois, packaging manufacturing facility. The
cost of this project was about $1.4 million. In the future similar equipment may
be installed at the Company's packaging manufacturing facility located in
Lancaster, Pennsylvania, at approximately the same cost. 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 other additional significant current or pending requirements to install
such equipment at any of its facilities.

EMPLOYEES

As of November 30, 2003, the Company had approximately 4,832 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 2003 Form 10-K. The Company is not aware of any unusual risks
attendant to the conduct of its operations in other countries.

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INTERNET WEBSITE

The Company's Internet address is www.clarcor.com. The Company makes
available, free of charge, on this 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. In addition, the following corporate
governance documents can be found on this website: (a) charters for the Audit
Committee, the Directors Affairs/Corporate Governance Committee and the
Compensation Committee of the Board of Directors; (b) Code of Conduct; (c) Code
of Ethics for Chief Executive Officer and Senior Financial Officers; (d)
Corporate Governance Guidelines; (e) Disclosure Controls and Procedures; (f)
Procedures Regarding Reports of Misconduct or Alleged Misconduct and (g) the
Company's By-laws. Copies of all of these documents can also be obtained, free
of charge, upon written request to the Corporate Secretary, CLARCOR Inc., 2323
Sixth Street, P.O. Box 7007, Rockford, Illinois 61125.

ITEM 2. PROPERTIES.

Location

An office building owned by the Company located in Rockford, Illinois
currently houses the Corporate offices in 22,000 square feet of office space.
The Company expects to lease about 23,000 square feet of office space in the
Nashville, Tennessee area, and plans to move its headquarters from Rockford to
that location during fiscal 2004. It is expected that about 30 headquarter
personnel, including the Company's officers, will move to the new facility at a
cost currently estimated to not exceed $0.07 per share. No decision has been
made on the disposition of the Rockford property.

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.

CLARCOR UK 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 (now part of CLC Air) 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 South 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 and New Albany, Indiana.
Airguard leases facilities in Malaysia and Singapore.

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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 (now part of CLC Air) 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 Davenport, Iowa; and Henderson, North Carolina.

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 Fresno, Hayward, Corona and Sacramento, California; Cincinnati and
Columbus, Ohio; Jasper and Indianapolis, Indiana; Tonawanda, New York;
Birmingham, Alabama; Kansas City, Missouri; Wichita, Kansas; Sparks, Nevada;
Fairfax, Virginia; Auburn, Washington; Atlanta, Georgia; Louisville, Kentucky;
Portland, Oregon; Dallas, Texas; Commerce City, Colorado; 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.

AFG (formerly named Filter Products, Inc.) owns a 40,000 square foot
manufacturing and office facility in Sacramento, California.

During fiscal 2003, TFT leased space in North Chelmsford, Massachusetts for
its office and manufacturing operations. During fiscal 2003 and 2004, TFT's
equipment and operations are being moved to PFI's facilities in Greensboro,
North Carolina.

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 2004 are estimated at
$25,000,000 to $30,000,000 for land, buildings, equipment and machinery and cost
reduction projects.

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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, CLARCOR UK 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.

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 AFG facility in Sacramento, California.

TFT manufactures string wound and melt blown cartridges and bag filters.

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.

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ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT

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.

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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.

The approximate number of holders of record of the Company's Common Stock
at January 15, 2004 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 2003 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 2003 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 2003 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 2003 Form 10-K.

11

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

None.

ITEM 9A. CONTROLS AND PROCEDURES.

(a) As of November 30, 2003 (the end of the fiscal year covered by this
2003 Form 10-K), the Company, under the supervision and with the participation
of its management, including the Company's Chief Executive Officer and its Chief
Financial Officer, evaluated the effectiveness of the Company's disclosure
controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated
under the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the disclosure controls and procedures were effective.

(b) During the fourth quarter of the Company's fiscal year ended November
30, 2003, there were no changes in the Company's internal control over financial
reporting that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Certain information required hereunder is set forth on pages 1 through 5,
inclusive, of the Company's Proxy Statement dated February 18, 2004 (the "Proxy
Statement") for the Annual Meeting of Shareholders to be held on March 22, 2004
under the caption "Election of Directors -- Nominees for Election to the Board
of Directors," "-- Information Concerning Nominees and Directors" and
"-- Committees of the Board of Directors -- Audit Committee" and is incorporated
herein by reference. Additional information required hereunder is set forth on
page 6 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 7 through 14
inclusive, of the Proxy Statement under the captions "Compensation of Executive
Officers and Other Information" and "Report of the Compensation Committee" and
on page 17 under the caption "Performance Graph" 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 21 of the Proxy
Statement under the caption "Approval of Employee Stock Purchase Plan -- Equity
Compensation Plan Information" and on pages 5 and 6 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. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required herein is set forth on pages 15 and 16 of the
Proxy Statement under the caption "Report of the Audit Committee -- Amounts Paid
to PricewaterhouseCoopers LLP" and in the Audit Committee Charter attached to
the Proxy Statement as Exhibit A and is incorporated herein by reference.

12

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, 2003:

*Consolidated Balance Sheets at November 30, 2003 and 2002

*Consolidated Statements of Earnings for the years ended November 30, 2003,
2002 and 2001

*Consolidated Statements of Shareholders' Equity for the years ended
November 30, 2003, 2002 and 2001

*Consolidated Statements of Cash Flows for the years ended November 30,
2003, 2002 and 2001

*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 2003 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) The Company filed a Current Report on Form 8-K on September 19, 2003 to
report the issuance by the Company of a press release disclosing the Company's
financial results for the third quarter and nine month period which ended on
August 30, 2003.

(c) Exhibits

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 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.

13

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(c) Credit Agreement dated as of April 8, 2003 among CLARCOR
Inc., the Lenders and Bank One, NA, as Agent. Incorporated
by reference to Exhibit 4 to the Company's Quarterly Report
on Form 10-Q filed June 27, 2003.

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 Marcia S. Blaylock, David J. Boyd, Sam Ferrise, Bruce A.
Klein, David J. Lindsay, 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(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 "1994 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 1994 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 (the "2004 Plan").
Incorporated by reference to Exhibit A to the Company's
Proxy Statement dated February 20, 2003 for the Annual
Meeting of Shareholders held on March 24, 2003.

*10.5(c) Amendment to the 1994 Plan and to the 2004 Plan.

*12.1 Computation of Certain Ratios.

14

*13 (a) The following items incorporated by reference herein from
the Company's 2003 Annual Report to Shareholders ("2003
Annual Report"), are filed as Exhibits to this Annual Report
on Form 10-K:

(i) Business segment information for the fiscal years 2001
through 2003 set forth on pages 23 and 24 of the 2003
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, 2003 and 2002 set forth on
page 12 of the 2003 Annual Report;
(iii) Consolidated Statements of Earnings of the Company and
its Subsidiaries for the years ended November 30, 2003,
2002 and 2001 set forth on page 13 of the 2003 Annual
Report;
(iv) Consolidated Statements of Shareholders' Equity for the
Company and its Subsidiaries for the years ended
November 30, 2003, 2002 and 2001 set forth on page 14
of the 2003 Annual Report;
(v) Consolidated Statements of Cash Flows of the Company
and its Subsidiaries for the years ended November 30,
2003, 2002 and 2001 set forth on page 15 of the 2003
Annual Report;
(vi) Notes to Consolidated Financial Statements set forth on
pages 16 through 24 of the 2003 Annual Report;
(vii) Report of Independent Accountants set forth on page 25
of the 2003 Annual Report;
(viii) Management's Report on Responsibility for Financial
Reporting set forth on page 25 of the 2003 Annual
Report;
(ix) Information under the caption "11-Year Financial
Review" set forth on pages 26 and 27 of the 2003 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
2003 Annual Report.

*14 Code of Ethics for Chief Executive Officer and Senior
Financial Officers.

*18 Letter dated January 8, 2004 from PricewaterhouseCoopers LLP
to the Company concerning a change by the Company in
accounting principle from the last in, first out to the
first in, first out method for certain inventories.

*21 Subsidiaries of the Registrant.

*23 Consent of Independent Accountants.

*31.1 Certification of Norman E. Johnson, Chairman, President and
Chief Executive Officer of the Company, pursuant to Rule
13a-14(a) of the Exchange Act.

*31.2 Certification of Bruce A. Klein, Vice President -- Finance
and Chief Financial Officer of the Company, pursuant to Rule
13a-14(a) of the Exchange Act.

*32.1 Certification of Norman E. Johnson, Chairman, President and
Chief Executive Officer of the Company, pursuant to Section
1350 of Chapter 63 of Title 18 of the United States Code.

*32.2 Certification of Bruce A. Klein, Vice President -- Finance
and Chief Financial Officer of the Company, pursuant to
Section 1350 of Chapter 63 of Title 18 of the United States
Code.

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

* Filed herewith.

15

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 18, 2004 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.

Date: February 18, 2004 By: /s/ NORMAN E. JOHNSON
------------------------------------------------
Norman E. Johnson
Chairman of the Board, President &
Chief Executive Officer and Director

Date: February 18, 2004 By: /s/ BRUCE A. KLEIN
------------------------------------------------
Bruce A. Klein
Vice President -- Finance &
Chief Financial Officer

Date: February 18, 2004 By: /s/ MARCIA S. BLAYLOCK
------------------------------------------------
Marcia S. Blaylock
Vice President, Controller & Chief Accounting
Officer

Date: February 18, 2004 By: /s/ J. MARC ADAM
------------------------------------------------
J. Marc Adam
Director

Date: February 18, 2004 By: /s/ ROBERT J. BURGSTAHLER
------------------------------------------------
Robert J. Burgstahler
Director

Date: February 18, 2004 By: /s/ PAUL DONOVAN
------------------------------------------------
Paul Donovan
Director

Date: February 18, 2004 By: /s/ ROBERT H. JENKINS
------------------------------------------------
Robert H. Jenkins
Director

16

Date: February 18, 2004 By: /s/ PHILIP R. LOCHNER, JR.
------------------------------------------------
Philip R. Lochner, Jr.
Director

Date: February 18, 2004 By: /s/ JAMES L. PACKARD
------------------------------------------------
James L. Packard
Director

Date: February 18, 2004 By: /s/ ROSEANNE STEVENS
------------------------------------------------
Roseanne Stevens
Director

Date: February 18, 2004 By: /s/ KEITH E. WANDELL
------------------------------------------------
Keith E. Wandell
Director

17

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, 2004 appearing on page 25 in the 2003 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, 2004

F-1

CLARCOR INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED NOVEMBER 30, 2003, 2002 AND 2001
(DOLLARS IN THOUSANDS)

NOTES:

(A) Due to business acquisitions and reclassifications.

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

F-2