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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(    ) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------------

For the Quarterly Period Ended July 31, 2002

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(    ) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 1-12557

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CASCADE CORPORATION(Exact name of registrant as specified in its charter)

Oregon

93-0136592(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)2201 N.E. 201st Ave.

97024-9718Fairview, Oregon

(Zip Code)(Address of principal executive office)


Registrant's
telephone number, including area code:(503) 669-6300

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

The
number of shares outstanding of the registrant's common stock as of July 31, 2002 was 11,494,940.

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CASCADE CORPORATION        PART 1FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED  BALANCE SHEET  (In thousands, except share and per share data)

|                                                                                                                        |                                                                                | July 31
2002                               |         | January 31
2002 |        
|----------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------------------ | ------- | --------------- | -------
|
|ASSETS                                                                                                                  |                                                                                |                                            |         |                 |        
|Current assets:                                                                                                         |                                                                                |                                            |         |                 |        
|                                                                                                                        | Cash and cash equivalents                                                      |                                            | $       | 22,127          |        
|                                                                                                                        | Marketable securities                                                          |                                            |         | 13,302          |        
|                                                                                                                        | Accounts receivable, less allowance for doubtful accounts of $1,489 and $1,350 |                                            |         | 43,317          |        
|                                                                                                                        | Inventories                                                                    |                                            |         | 29,522          |        
|                                                                                                                        | Deferred income taxes                                                          |                                            |         | 5,964           |        
|                                                                                                                        | Prepaid expenses and other                                                     |                                            |         | 7,444           |        
|                                                                                                                        |                                                                                |                                            |         |                 |        
|                                                                                                                        |                                                                                | Total current assets                       |         |                 | 121,676
|Property, plant and equipment, net                                                                                      |                                                                                |                                            | 63,097  |                 |        
|Goodwill                                                                                                                |                                                                                |                                            | 57,035  |                 |        
|Notes receivable, net                                                                                                   |                                                                                |                                            | 9,373   |                 |        
|Deferred income taxes                                                                                                   |                                                                                |                                            | 10,760  |                 |        
|Other assets                                                                                                            |                                                                                |                                            | 3,836   |                 |        
|                                                                                                                        |                                                                                |                                            |         |                 |        
|                                                                                                                        |                                                                                | Total assets                               |         | $               | 265,777
|                                                                                                                        |                                                                                |                                            |         |                 |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                    |                                                                                |                                            |         |                 |        
|Current liabilities:                                                                                                    |                                                                                |                                            |         |                 |        
|                                                                                                                        | Notes payable to banks                                                         |                                            | $       | 835             |        
|                                                                                                                        | Current portion of long-term debt                                              |                                            |         | 13,495          |        
|                                                                                                                        | Accounts payable                                                               |                                            |         | 12,785          |        
|                                                                                                                        | Accrued payroll and payroll taxes                                              |                                            |         | 5,703           |        
|                                                                                                                        | Accrued environmental expenses                                                 |                                            |         | 2,257           |        
|                                                                                                                        | Other accrued expenses                                                         |                                            |         | 8,750           |        
|                                                                                                                        |                                                                                |                                            |         |                 |        
|                                                                                                                        |                                                                                | Total current liabilities                  |         |                 | 43,825 
|Long-term debt                                                                                                          |                                                                                |                                            | 65,460  |                 |        
|Accrued environmental expenses                                                                                          |                                                                                |                                            | 9,855   |                 |        
|Deferred income taxes                                                                                                   |                                                                                |                                            | 1,858   |                 |        
|Other liabilities                                                                                                       |                                                                                |                                            | 5,326   |                 |        
|                                                                                                                        |                                                                                |                                            |         |                 |        
|                                                                                                                        |                                                                                | Total liabilities                          |         |                 | 126,324
|Exchangeable preferred stock and minority interest                                                                      |                                                                                |                                            | 8,530   |                 |        
|Shareholders' equity:                                                                                                   |                                                                                |                                            |         |                 |        
|Common stock, $.50 par value, 20,000,000 authorized
    shares; 11,494,940 and 11,291,190 shares issued and outstanding |                                                                                |                                            | 5,747   |                 |        
|Additional paid-in capital                                                                                              |                                                                                |                                            | 2,779   |                 |        
|Retained earnings                                                                                                       |                                                                                |                                            | 144,097 |                 |        
|Accumulated other comprehensive loss:                                                                                   |                                                                                |                                            |         |                 |        
|                                                                                                                        | Cumulative foreign currency translation adjustments                            |                                            |         | (21,700         | )      
|                                                                                                                        |                                                                                |                                            |         |                 |        
|                                                                                                                        |                                                                                | Total shareholders' equity                 |         |                 | 130,923
|                                                                                                                        |                                                                                |                                            |         |                 |        
|                                                                                                                        |                                                                                | Total liabilities and shareholders' equity |         | $               | 265,777
|                                                                                                                        |                                                                                |                                            |         |                 |        

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

2

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CASCADE CORPORATION  CONSOLIDATED STATEMENT OF INCOME  (Unauditedin thousands, except per share data)

|                                                         |                         | Three Months Ended July 31 |        | Six Months Ended July 31
|-------------------------------------------------------- | ----------------------- | -------------------------- | ------ | ------------------------
|
|Net sales                                                |                         | $                          | 64,272 |                         
|Cost of goods sold                                       |                         |                            | 42,473 |                         
|                                                         |                         |                            |        |                         
|Gross profit                                             |                         |                            | 21,799 |                         
|Selling and administrative                               |                         |                            | 13,966 |                         
|Amortization of goodwill                                 |                         |                            |       |                         
|                                                         |                         |                            |        |                         
|Operating income                                         |                         |                            | 7,833  |                         
|Interest expense, net                                    |                         |                            | 1,097  |                         
|Other (income) expense                                   |                         |                            | (331   | )                       
|                                                         |                         |                            |        |                         
|Income before taxes from continuing operations           |                         |                            | 7,067  |                         
|Provision for income taxes                               |                         |                            | 2,609  |                         
|                                                         |                         |                            |        |                         
|Income from continuing operations                        |                         |                            | 4,458  |                         
|Income from discontinued operations, net of income taxes |                         |                            |       |                         
|                                                         |                         |                            |        |                         
|Net income                                               |                         | $                          | 4,458  |                         
|                                                         |                         |                            |        |                         
|Basic earnings per share:                                |                         |                            |        |                         
|                                                         | Continuing operations   |                            | $      | 0.39                    
|                                                         | Discontinued operations |                            |        |                        
|                                                         |                         |                            |        |                         
|                                                         |                         | $                          | 0.39   |                         
|                                                         |                         |                            |        |                         
|Diluted earnings per share:                              |                         |                            |        |                         
|                                                         | Continuing operations   |                            | $      | 0.36                    
|                                                         | Discontinued operations |                            |        |                        
|                                                         |                         |                            |        |                         
|                                                         |                         | $                          | 0.36   |                         
|                                                         |                         |                            |        |                         
|Basic weighted average shares outstanding                |                         |                            | 11,325 |                         
|Diluted weighted average shares outstanding              |                         |                            | 12,240 |                         

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

3

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CASCADE CORPORATION  CONSOLIDATED STATEMENT OF CASH FLOWS  (Unauditedin thousands)

|                                                                             |                                                                                   | Six Months Ended
July 31                                 |       
|---------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------------------- | ------
|
|Cash flows from operating activities:                                        |                                                                                   |                                                          |       
|                                                                             | Net income                                                                        |                                                          | $     
|                                                                             | Adjustments to reconcile net income to net cash provided by operating activities: |                                                          |       
|                                                                             |                                                                                   | Income from discontinued operations, net of income taxes |       
|                                                                             |                                                                                   | Depreciation and amortization                            |       
|                                                                             |                                                                                   | Deferred income taxes                                    |       
|                                                                             |                                                                                   | Loss on disposition of fixed assets                      |       
|Changes in operating assets and liabilities, net of effects of dispositions: |                                                                                   |                                                          |       
|                                                                             | Accounts receivable                                                               |                                                          |       
|                                                                             | Inventories                                                                       |                                                          |       
|                                                                             | Prepaid expenses and other                                                        |                                                          |       
|                                                                             | Accounts payable and accrued expenses                                             |                                                          |       
|                                                                             | Other liabilities                                                                 |                                                          |       
|                                                                             |                                                                                   |                                                          |       
|                                                                             |                                                                                   | Cash provided by continuing operations                   |       
|                                                                             |                                                                                   | Cash provided by discontinued operations                 |       
|                                                                             |                                                                                   |                                                          |       
|                                                                             |                                                                                   | Net cash provided by operating activities                |       
|Cash flows from investing activities:                                        |                                                                                   |                                                          |       
|                                                                             | Capital expenditures                                                              |                                                          |       
|                                                                             | Purchase of marketable securities                                                 |                                                          |       
|                                                                             | Other assets                                                                      |                                                          |       
|                                                                             |                                                                                   |                                                          |       
|                                                                             |                                                                                   | Cash used in continuing operations                       |       
|                                                                             |                                                                                   | Cash provided by discontinued operations                 |       
|                                                                             |                                                                                   |                                                          |       
|                                                                             |                                                                                   | Net cash used in investing activities                    |       
|Cash flows from financing activities:                                        |                                                                                   |                                                          |       
|                                                                             | Payments on long-term debt                                                        |                                                          |       
|                                                                             | Notes payable to banks, net                                                       |                                                          |       
|                                                                             | Common stock issued                                                               |                                                          |       
|                                                                             |                                                                                   |                                                          |       
|                                                                             |                                                                                   | Net cash provided by (used) in financing activities      |       
|Effect of exchange rate changes                                              |                                                                                   |                                                          | 1,879 
|                                                                             |                                                                                   |                                                          |       
|Change in cash and cash equivalents                                          |                                                                                   |                                                          | (3,484
|Cash and cash equivalents at beginning of year                               |                                                                                   |                                                          | 25,611
|                                                                             |                                                                                   |                                                          |       
|Cash and cash equivalents at end of period                                   |                                                                                   | $                                                        | 22,127
|                                                                             |                                                                                   |                                                          |       
|Supplemental disclosure of cash flow information:                            |                                                                                   |                                                          |       
|                                                                             | Cash paid during period for:                                                      |                                                          |       
|                                                                             |                                                                                   | Interest                                                 |       
|                                                                             |                                                                                   | Income taxes                                             |       
|Noncash financing activities:                                                |                                                                                   |                                                          |       
|                                                                             | Conversion of exchangeable preferred stock to common stock                        |                                                          | $     

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

4

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CASCADE CORPORATION  CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY  (Unauditedin thousands)

|                                                               |  | Common Stock |  |   |       |  |   | Accumulated
Other
Comprehensive
Income |  |  
|-------------------------------------------------------------- |  | ------------ |  | - | ----- |  | - | -------------------------------------- |  | -
|
|
|Balance at January 31, 2002                                    |  | 11,291       |  | $ | 5,646 |  | $ |                                       |  | $
|Net income                                                     |  |             |  |   |      |  |   |                                       |  |  
|Stock options exercised                                        |  | 4            |  |   | 1     |  |   | 35                                     |  |  
|Conversion of exchangeable
    preferred stock to common stock |  | 200          |  |   | 100   |  |   | 2,744                                  |  |  
|Translation adjustment                                         |  |             |  |   |      |  |   |                                       |  |  
|                                                               |  |              |  |   |       |  |   |                                        |  |  
|Balance at July 31, 2002                                       |  | 11,495       |  | $ | 5,747 |  | $ | 2,779                                  |  | $
|                                                               |  |              |  |   |       |  |   |                                        |  |  

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

5

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CASCADE CORPORATION  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unauditedin thousands)

Note 1Interim Financial Information

The accompanying consolidated financial statements of Cascade Corporation (the Company) for the interim periods ended July 31, 2002 and 2001 are unaudited.
In the opinion of management, the accompanying consolidated financial statements reflect normal recurring accruals necessary for a fair statement of the results of operations for those interim
periods. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year, and these financial statements do not contain the detail or
footnote disclosures concerning accounting policies and other matters that would be included in full fiscal year financial statements. Therefore, these statements should be read in conjunction with
the Company's audited financial statements included in its Annual Report on Form 10-K for the fiscal year ended January 31, 2002.

Note 2Segment Information

The following presents segment information from continuing operations, except identifiable assets.

|For the six months ended July 31, 2002    |  | North America |         | Europe |   | Other  |  | Eliminations |        | Consolidation
|----------------------------------------- |  | ------------- | ------- | ------ | - | ------ |  | ------------ | ------ | -------------
|Sales to unaffliated customers            |  | $             | 78,726  |        | $ | 28,763 |  | $            | 16,725 |              
|Transfers between areas                   |  |               | 11,532  |        |   | 9,988  |  |              | 432    |              
|Net sales                                 |  | $             | 90,258  |        | $ | 38,751 |  | $            | 17,157 |              
|Net income from continuing
    operations |  | $             | 6,824   |        | $ | 150    |  | $            | 1,705  |              
|Identifiable assets                       |  | $             | 165,759 |        | $ | 70,745 |  | $            | 29,273 |              
|For the six months ended July 31, 2001    |  |               |         |        |   |        |  |              |        |              
|Sales to unaffliated customers            |  | $             | 88,144  |        | $ | 32,476 |  | $            | 17,045 |              
|Transfers between areas                   |  |               | 13,049  |        |   | 11,495 |  |              | 308    |              
|Net sales                                 |  | $             | 101,193 |        | $ | 43,971 |  | $            | 17,353 |              
|Net income from continuing
    operations |  | $             | 7,277   |        | $ | 702    |  | $            | 506    |              
|Identifiable assets                       |  | $             | 166,411 |        | $ | 73,904 |  | $            | 30,190 |              
|For the three months ended July 31, 2002  |  |               |         |        |   |        |  |              |        |              
|Sales to unaffliated customers            |  | $             | 39,754  |        | $ | 15,427 |  | $            | 9,091  |              
|Transfers between areas                   |  |               | 5,953   |        |   | 5,324  |  |              | 257    |              
|Net sales                                 |  | $             | 45,707  |        | $ | 20,751 |  | $            | 9,348  |              
|Net income from continuing
    operations |  | $             | 2,975   |        | $ | 282    |  | $            | 1,201  |              
|Identifiable assets                       |  | $             | 165,759 |        | $ | 70,745 |  | $            | 29,273 |              
|For the three months ended July 31, 2001  |  |               |         |        |   |        |  |              |        |              
|Sales to unaffliated customers            |  | $             | 42,568  |        | $ | 15,696 |  | $            | 8,491  |              
|Transfers between areas                   |  |               | 6,495   |        |   | 3,707  |  |              | 82     |              
|Net sales                                 |  | $             | 49,063  |        | $ | 19,403 |  | $            | 8,573  |              
|Net income from continuing
    operations |  | $             | 3,100   |        | $ | 371    |  | $            | 373    |              
|Identifiable assets                       |  | $             | 166,411 |        | $ | 73,904 |  | $            | 30,190 |              

6

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Note 3Marketable Securities

Marketable securities consist of asset-backed notes issued by various state agencies throughout the United States and guaranteed by the United States or state
governments or agencies. The notes are long-term instruments maturing through 2036, however the interest rates and maturities are reset approximately every month, at which time the Company
can sell the notes. Accordingly, the Company has classified the notes as short-term in its consolidated balance sheet.

Note 4Inventories

|                              |  | July 31,
2002 |        | January 31,
2002
|----------------------------- |  | ------------- | ------ | ----------------
|Finished goods and components |  | $             | 20,354 |                 
|Work in process               |  |               | 770    |                 
|Raw materials                 |  |               | 8,398  |                 
|                              |  |               |        |                 
|                              |  | $             | 29,522 |                 
|                              |  |               |        |                 

Note 5Goodwill

The Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," effective
February 1, 2002. The provisions of SFAS 142 prohibit the amortization of goodwill and indefinite-lived intangible assets, require that goodwill and indefinite-lived intangible assets be
tested at least annually for impairment, require reporting units be identified for the purpose of assessing potential future impairments of goodwill, and remove the forty-year limitation
on the amortization period of intangible assets that have finite lives.

The
Company completed the transitional impairment test for goodwill in the quarter ended April 30, 2002 and determined the impairment test did not impact the Company's earnings
and financial position. As a result of the non-amortization provisions of SFAS 142, the Company will no longer record approximately $4.4 million of annual amortization
expense relating to goodwill. The following table presents prior year earnings and earnings per share as if the non-amortization provisions of SFAS 142 had been applied in the prior
year:

|(Amounts in thousands, except per share data)          |                                                                | Three Months
Ended
July 31, 2001 |   | Six Months
Ended
July 31, 2001
|------------------------------------------------------ | -------------------------------------------------------------- | -------------------------------- | - | ------------------------------
|Net income:                                            |                                                                |                                  |   |                               
|                                                       | Reported from continuing operations                            |                                  | $ | 3,844                         
|                                                       | Goodwill amortization, net of income taxes of $412 and $821    |                                  |   | 671                           
|                                                       |                                                                |                                  |   |                               
|                                                       | Adjusted net income from continuing operations                 |                                  | $ | 4,515                         
|                                                       |                                                                |                                  |   |                               
|Basic earnings per share from continuing operations:   |                                                                |                                  |   |                               
|                                                       | Reported basic earnings per share                              |                                  | $ | 0.34                          
|                                                       | Goodwill amortization, net of income taxes                     |                                  |   | 0.05                          
|                                                       |                                                                |                                  |   |                               
|                                                       | Adjusted basic earnings per share from continuing operations   |                                  | $ | 0.39                          
|                                                       |                                                                |                                  |   |                               
|Diluted earnings per share from continuing operations: |                                                                |                                  |   |                               
|                                                       | Reported diluted earnings per share                            |                                  | $ | 0.32                          
|                                                       | Goodwill amortization, net of income taxes                     |                                  |   | 0.05                          
|                                                       |                                                                |                                  |   |                               
|                                                       | Adjusted diluted earnings per share from continuing operations |                                  | $ | 0.37                          
|                                                       |                                                                |                                  |   |                               

7

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The
breakdown of goodwill by geographic region at July 31 and January 31, 2002 is provided in the table below (amounts in thousands). The change in balances
between periods is entirely due to fluctuations in foreign currencies.

|              |  | July 31,
2002 |        | January 31,
2002
|------------- |  | ------------- | ------ | ----------------
|North America |  | $             | 47,584 |                 
|Europe        |  |               | 6,259  |                 
|Other         |  |               | 3,192  |                 
|              |  |               |        |                 
|              |  | $             | 57,035 |                 
|              |  |               |        |                 

Note 6Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. Such reclassifications
had no impact on results of operations or shareholders' equity.

Note 7Contingencies

The Company is subject to environmental laws and regulations, which include obligations to remove or mitigate environmental effects of past disposal and release
of certain wastes and substances at various sites. The Company records liabilities for affected sites when environmental assessments indicate probable cleanup will be required and the costs can be
reasonably estimated. Other than for costs of assessments themselves, the timing and amount of these liabilities is generally based on the Company's commitment to a formal plan of action, such as an
approved remediation plan. The reliability and precision of the loss estimates are affected by numerous factors, such as different stages of site evaluation and reevaluation of the degree of
remediation required. The Company adjusts its liabilities as new remediation requirements are defined, as information becomes available permitting reasonable estimates to be made and to reflect new
and changing facts. Unasserted claims are not reflected in the Company's environmental remediation liabilities.

The
Company and The Boeing Company are defendants in litigation brought in December 1999 by the City of Portland, Oregon (City), alleging damages arising from the proximity of a City
water well field to groundwater contamination in the area of their respective Portland plant sites. The Company and
The Boeing Company are remedying the contamination in question, which has never affected the quality of water pumped by the City from the well field. The City's complaint originally alleged damages of
approximately $6.4 million. In November 2000, the City raised new theories it asserts would increase its claimed damages against both defendants by an amount currently estimated to be $16
million. In March 2002, the City asserted an additional claim of up to $10.1 million. Subsequent to July 31, 2002, the City of Portland abandoned one claim raised in its suit, which had the
effect of reducing the estimated maximum damages sought from the Company and The Boeing Company from $32.5 million to $23.7 million.

In
March 2001, the United States District Court for the District of Oregon granted a partial summary judgment to the City on certain liability issues raised in its original claim. The
partial summary judgment will likely lead to a damage judgment in some amount on the December 1999 claim. The Company believes it has substantial defenses to damage amounts sought by the City. The
Company believes most or all of the remaining November 2000 claim and the March 2002 claim are without merit. There has been no allocation of possible damages between the Company and The Boeing
Company. As of April 30, 2002, the Company has accrued $1.5 million in connection with the City of Portland litigation. This reflects a present estimate of its allocable share of any eventual
liability,

8

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however, the ultimate outcome of this matter cannot presently be determined. A trial date for the City of Portland litigation has been set for October 21, 2002.

On
April 22, 2002, the Circuit Court of the State of Oregon for Multnomah County entered judgment in the Company's favor for approximately $1.6 million in an action
originally brought in 1992 against several insurers to recover various expenses incurred in connection with environmental litigation and related proceedings. The judgment is against two
non-settling insurers. Additionally, the judgment requires one of the insurers to defend Cascade in suits alleging liability because of groundwater contamination emanating from its
Portland plant and requires the two insurers to pay approximately 4% of any liability imposed against the Company by judgment or settlement on or after March 1, 1997 on account of such
contamination. The Company and the insurers have appealed the judgment. The Company has not recorded any amounts that may be recovered from the two insurers in its consolidated financial statements.

Note 8Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143
addresses financial accounting and reporting for obligations associated with the retirement of tangible, long-lived assets and the associated asset retirement costs. This Statement
requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred by capitalizing it as part of the carrying amount of the
long-lived assets. As required by SFAS 143, the Company will adopt this new accounting standard on February 1, 2003. The Company does not expect the adoption of
SFAS 143 to have any material impact on the financial statements.

In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses financial accounting
and reporting for the impairment of long-lived assets and broadens the presentation of discontinued operations currently permitted by Accounting Principles Board Opinion No. 30. The
Company adopted SFAS 144 in the fiscal year ended January 31, 2002, which required application as of February 1, 2001, the beginning of the fiscal year. The Company's hydraulic
cylinder division met the criteria as a component of an entity in SFAS 144 and is presented in the Company's consolidated financial statements as discontinued operations. Accordingly, all prior
periods presented are reclassified to reflect the division as a discontinued operation.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS 145, which updates, clarifies and simplifies existing accounting pronouncements, addresses the reporting of debt extinguishments and accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. The Company is required and plans to adopt the provisions of SFAS 145 by February 1, 2003. The Company does
not expect the adoption of SFAS 145 to have any material impact on the financial statements.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS 146 modifies the existing financial accounting
and reporting for costs associated with exit or disposal activities. The statement is effective for exit or disposal activities that are initiated after December 31, 2002, with earlier
application permitted. The Company is currently assessing the impact of adopting of SFAS 146 on its financial statements.

9

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Note 9Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

|                            |                                                                    | Three Months Ended July 31 |      | Six Months Ended July 31
|--------------------------- | ------------------------------------------------------------------ | -------------------------- | ---- | ------------------------
|
|Basic earnings per share:   |                                                                    |                            |      |                         
|                            | Income from continuing operations available to common shareholders |                            | $    | 4,458                   
|                            | Income from discontinued operations, net of income taxes           |                            |      |                        
|                            |                                                                    |                            |      |                         
|                            | Net income available to common shareholders                        |                            | $    | 4,458                   
|                            |                                                                    |                            |      |                         
|                            | Weighted average shares of common stock outstanding                |                            |      | 11,325                  
|                            |                                                                    |                            |      |                         
|                            | Continuing operations                                              |                            | $    | 0.39                    
|                            | Discontinued operations                                            |                            |      |                        
|                            |                                                                    |                            |      |                         
|                            |                                                                    | $                          | 0.39 |                         
|                            |                                                                    |                            |      |                         
|Diluted earnings per share: |                                                                    |                            |      |                         
|                            | Income from continuing operations available to common shareholders |                            | $    | 4,458                   
|                            | Income from discontinued operations, net of income taxes           |                            |      |                        
|                            |                                                                    |                            |      |                         
|                            | Net income                                                         |                            | $    | 4,458                   
|                            |                                                                    |                            |      |                         
|                            | Weighted average shares of common stock outstanding                |                            |      | 11,325                  
|                            | Assumed conversion of exchangeable preferred stock                 |                            |      | 770                     
|                            | Dilutive effect of stock options                                   |                            |      | 145                     
|                            |                                                                    |                            |      |                         
|                            | Diluted weighted average shares of common stock outstanding        |                            |      | 12,240                  
|                            |                                                                    |                            |      |                         
|                            | Continuing operations                                              |                            | $    | 0.36                    
|                            | Discontinued operations                                            |                            |      |                        
|                            |                                                                    |                            |      |                         
|                            |                                                                    | $                          | 0.36 |                         
|                            |                                                                    |                            |      |                         

Earnings
per share is based on the weighted average number of common shares and potentially dilutive shares outstanding during the period, computed using the treasury
stock method. Diluted weighted average common shares includes the incremental shares that would be issued upon the assumed exercise of stock options, as well as the assumed conversion of exchangeable
preferred stock. For the six month periods ended July 31, 2002 and 2001, 492,269 shares and 401,740 shares, respectively, of the Company's stock options were excluded from the calculation of
diluted earnings per share because they were antidilutive, but these options could be dilutive in the future. For the three month periods ended July 31, 2002 and 2001, 328,724 shares and
724,527 shares, respectively, of the Company's stock options were excluded from the calculation of diluted earnings per share because they were antidilutive, but these options could be dilutive in the
future.

10

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

All references to fiscal periods are defined as periods ending in the year ended January 31, 2002 (fiscal 2002) and year ending January 31, 2003
(fiscal 2003).

Comparison of the Second Quarter of Fiscal 2003 and 2002

Consolidated net income increased to $4.5 million ($.36 per share) in the second quarter ended July 31, 2002 from $4.1 million ($.34 per
share) in the second quarter ended July 31, 2001. The increase in net income is due primarily to the elimination of goodwill expense from fiscal 2003 results (see Note 5 to Consolidated
Financial Statements). Consolidated net sales for the second quarter of fiscal 2003 were $64.3 million in comparison with $66.8 million for the second quarter of fiscal 2002. Net income
as a percentage of consolidated net sales was 6.9% in the second quarter of fiscal 2003 as compared to 6.2% in the second quarter of fiscal 2002. Consolidated net income for the first six months of
fiscal 2003 totaled $8.7 million in comparison with $9.1 million in the first six months of fiscal 2002.

The
3.7% decrease in the Company's net sales in the second quarter of fiscal 2003 as compared to fiscal 2002 reflects the continued downturn in the lift truck industry in both North
America and Europe.

Sales
to unaffiliated customers in the second quarter of fiscal 2003 in North America decreased 6.6% in comparison with the second quarter of fiscal 2002. Overall lift truck industry
shipments in North America for the second quarter of fiscal 2003 were approximately 10% below shipment levels in the comparable period of fiscal 2002. The North American lift truck industry began
experiencing significant declines in shipments in the second quarter of fiscal 2002. These declining shipment levels continued through the remainder of the year. Industry shipments in the second
quarter of fiscal 2003 have increased modestly from shipments in the first quarter of fiscal 2003. Historically, the Company has found that changes in the level of its net sales do not correspond
directly to the percentage changes in lift truck industry shipments, but industry statistics do provide a strong indicator of the direction of business activity in the Company's North American
markets.

The
Company's sales to unaffiliated customers in Europe decreased 1.7% in the second quarter of fiscal 2003 as compared to the comparable quarter in fiscal 2002. Excluding the impact of
foreign currency changes, European sales to unaffiliated customers decreased 11.5% in the second quarter of fiscal 2003 as compared to the prior year. The continued slowdown in the European lift truck
industry and weakened economic conditions throughout Europe, in particular Germany and France, have resulted in the lower sales levels in fiscal 2003.

The
Company's remaining sales to unaffiliated customers are primarily in Asia and Australia. In the second quarter of fiscal 2003, net sales increased 7.1% in these markets as compared
to the comparable fiscal 2002 period. This increase is attributable to higher sales levels in China and Australia.

The
Company's gross profit percentage was 33.9% in the second quarter of fiscal 2003, which was slightly higher than the 33.7% gross profit percentage experienced in the second quarter
of fiscal 2002. The Company has been able to maintain a strong gross profit percentage despite lower sales levels due to the impact of various steps taken to reduce costs and pursue gross margin
improvements.

Second
quarter results for fiscal 2002 include $1.1 million of expense related to the amortization of goodwill. Due to the implementation of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets," the Company no longer amortizes goodwill (see Note 5 to Consolidated Financial Statements).

11

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The
Company's selling and administrative expenses increased 1.4% in the second quarter of fiscal 2003 to as compared to the second quarter of fiscal 2002. As a percentage of net sales,
selling and administrative expenses were 21.7% in the second quarter of 2003 and 20.6% in the second quarter of fiscal 2002. The current level of selling and administrative expenses reflects the
Company's continued focus on cost controls.

Interest
expense, net of interest income, in the second quarter of fiscal 2003 was $1.1 million as compared to $1.3 million in the second quarter of fiscal 2002. The
decrease is primarily the result of lower overall debt levels in fiscal 2003 as compared to the prior year period.

The
effective tax rates for the second quarters of fiscal 2003 and 2002 were 37% and 38%, respectively. The decrease in the effective tax rate in fiscal 2003 is primarily due to the
adoption of SFAS 142, which discontinued goodwill amortization for financial reporting purposes.

The
Company's net income for the second quarter of fiscal 2003 and 2002 was $4.5 million and $4.1 million, respectively. Net income for the second quarter of fiscal 2002
includes net income of $296,000 related to the Company's cylinder division, which was sold in January 2002 and is presented as a discontinued operation. The 16.0% increase in net income from
continuing operations is primarily due to the elimination of goodwill amortization in fiscal 2003. Excluding the impact of goodwill amortization from net income in the second quarter of fiscal 2002,
net income for the second quarter of fiscal 2003 would have been 1.3% lower than net income from continuing operations in the second quarter of fiscal 2002 (see Note 5 to Consolidated Financial
Statements).

Comparison of the First Six Months of Fiscal 2003 and 2002

Consolidated net income was $8.7 million ($.71 per share) for the six months ended July 31, 2002, as compared to $9.1 million ($.74
per share) for the six months ended July 31, 2001. Consolidated net sales for the first six months of fiscal 2003 were $124.2 million as compared to $137.7 million for the
first six months of fiscal 2002. Net income as a percentage of consolidated net sales was 7.0% for the first six months of fiscal 2003 as compared to 6.6% for the first six months
of fiscal 2002.

The
9.8% decrease in the Company's net sales in fiscal 2003 as compared to fiscal 2002 reflects the continued downturn in the lift truck industry in both North America and Europe. The
Company's sales levels have increased modestly throughout the first six months of fiscal 2003 but still remain below prior year levels.

Sales
to unaffiliated customers for the first six months of fiscal 2003 in North America decreased 10.7% in comparison with the first six months of fiscal 2002. Overall
lift truck industry shipments in North America for the first six months of fiscal 2003 are approximately 20% below shipment levels in the comparable period of fiscal 2002.

Sales
to unaffiliated customers in Europe decreased 11.4% for the first six months of fiscal 2003 as compared to the comparable period in fiscal 2002. Excluding the impact of
foreign currency changes, European sales to unaffiliated customers decreased 16.0% for the first six months of fiscal 2003 as compared to the comparable period in fiscal 2002. The decrease is
due to the continued slowdown in the European lift truck industry.

The
remaining sales to unaffiliated customers in Asia and Australia decreased 1.9% for the first six months of fiscal 2003 as compared to the comparable fiscal 2002 period. The
decline was heavily effected by first quarter fiscal 2003 sales levels, which were lower than the comparable prior year quarter by 10.8% due to weakness in the Japanese market. This was partially
offset by improving sales levels in the second quarter of fiscal 2003 over the comparable prior year period.

Gross
profit percentage was 34.5% for the first six months of fiscal 2003, which is slightly higher than the 34.3% gross profit percentage experienced in the first
six months of fiscal 2002. The Company

12

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has been able to maintain a consistent gross profit percentage despite lower sales levels due to the impact of various steps taken to reduce costs and pursue gross margin improvements.

Results
for the first six months of fiscal 2002 include $2.2 million of expense related to the amortization of goodwill. Due to the implementation of Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets," the Company no longer amortizes goodwill (see Note 5 to Consolidated Financial Statements).

The
Company's selling and administrative expenses decreased 2.9% for the first six months of fiscal 2003 as compared to the first six months of fiscal 2002. As a percentage
of net sales, selling and administrative expenses were 22.0% for the first six months of 2003 and 20.4% for the first six months of fiscal 2002. The decrease in selling and
administrative expenses is due to reduced spending in light of the current industry downturn.

Interest
expense, net of interest income, for the first six months of fiscal 2003 was $2.2 million as compared to $3.0 million for the first six months of fiscal
2002. The decrease is the result of lower overall debt levels in fiscal 2003 as compared to the prior year period.

The
effective tax rates for the first six months of fiscal 2003 and 2002 were 36% and 38%, respectively. The decrease in the effective tax rate in fiscal 2003 is primarily due to
the adoption of SFAS 142, which discontinued goodwill amortization for financial reporting purposes.

The
Company's net income for the first six months of fiscal 2003 and 2002 was $8.7 million and $9.1 million, respectively. Net income for the first six months
of fiscal 2002 includes net income of $583,000 related to the Company's cylinder division, which was sold in January 2002 and is presented as a discontinued operation.

Fiscal 2003 Outlook

While the industry continues to see modest improvement in North American shipments in the second quarter of fiscal 2003 in comparison with shipments in the first
quarter of fiscal 2003, shipments are still considerably below levels from the prior year. The Company believes uncertainty still exists as to the recovery in the European lift truck market, given the
depressed economies in several of the major markets such as France and Germany. While market conditions remain difficult, the Company presently expects the sales levels for the last six months of
fiscal 2003 to be consistent with the second half of
fiscal 2002. The Company believes that fiscal 2003 gross margins through the remainder of the year will be comparable to the gross margins experienced in the first six months of fiscal 2003.

Liquidity and Capital Resources

During the six months ended July 31, 2002, the Company generated $11.6 million in cash provided by continuing operations as compared to
$13.7 million, for the six months ended July 31, 2001. The decrease in cash provided by continuing operations in the first six months of fiscal 2003 is due primarily to lower levels of
net income in fiscal 2003, an increase in accounts receivable and prepaid expense and other assets, primarily short term-notes receivable, which was partially offset by an increase in accounts payable
and accrued expenses. Cash and cash equivalents at July 31, 2002 and January 31, 2002, totaled $22.1 million and $25.6 million, respectively.

At
July 31, 2002, the Company held marketable securities totaling $13.3 million. These securities consist of asset-backed notes issued by various state agencies throughout
the United States and guaranteed by the United States or state governments and agencies. The notes are long-term instruments maturing through 2036; however, the interest rates and
maturities are reset approximately every month, at which time the Company can sell the notes. Accordingly, the Company has classified the notes as short-term in its consolidated balance
sheet. Interest rates on the notes range from 1.8% to 1.9%.

13

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Total
outstanding debt at July 31, 2002 was $79.8 million, which is consistent with the outstanding debt balance at January 31, 2002. The Company's debt to equity
ratio at July 31, 2002 improved to .61 to 1 from .70 to 1 at January 31, 2002. Any additional payments to prepay outstanding debt balances in advance of scheduled maturity dates are
subject to penalties. The Company is evaluating whether to make additional debt payments and incur the penalties in light of its current cash position.

As
of July 31, 2002, the Company had short-term lines of credit with commercial banks totaling $47.2 million. The Company had $835,000 outstanding at July 31,
2002 under these short-term lines of credit. The Company believes its available cash, cash flows from operations and credit facilities are more than sufficient to meet its
short-term requirements.

In
July 2002, the holder of the Company's exchangeable preferred stock converted 200,000 shares of exchangeable preferred stock into 200,000 shares of common stock. This noncash
transaction resulted in a reclassification of $2.8 million from exchangeable preferred stock into common stock and additional paid-in capital and had no effect on earnings per
share.

Capital
expenditures for the six months ended July 31, 2002 were $4.0 million compared with $3.0 million during the corresponding period in the prior year. Capital
expenditures for new facilities, machinery, equipment and tooling over the preceding five years have totaled approximately $51.8 million. The level of capital expenditures in the past two years
has been at a reduced level as a result of management's decision to minimize expenditures in light of the current market downturn and to reduce outstanding debt. Planned capital expenditures for the
fiscal year ending January 31, 2003 are not expected to exceed $10 million. The Company plans to use cash flows from operations and existing credit facilities to fund current year
capital expenditures.

During
the six months ended July 31, 2002, the U.S. dollar weakened against the major currencies included in the Company's consolidated financial statements. As a result, the
cumulative translation adjustment increased shareholders' equity by $6.1 million for the six months ended July 31, 2002.

Recent Accounting Pronouncments

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS 143
addresses financial accounting and reporting for obligations associated with the retirement of tangible, long-lived assets and the associated asset retirement costs. This Statement
requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred by capitalizing it as part of the carrying amount of the
long-lived assets. As required by SFAS 143, the Company will adopt this new accounting standard on February 1, 2003. The Company does not expect the adoption of
SFAS 143 to have any material impact on the financial statements.

In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses financial accounting
and reporting for the impairment of long-lived assets and broadens the presentation of discontinued operations currently permitted by Accounting Principles Board Opinion No. 30. The
Company adopted SFAS 144 in the fiscal year ended January 31, 2002, which required application as of February 1, 2001, the beginning of the fiscal year. The Company's hydraulic
cylinder division meets the criteria as a component of an entity in SFAS 144 and is presented in the Company's consolidated financial statements as discontinued operations. Accordingly, all
prior periods presented are reclassified to reflect the division as a discontinued operation.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statement No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS 145, which updates, clarifies and simplifies existing accounting pronouncements, addresses the reporting of debt extinguishments and accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback

14

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transactions. The Company is required and plans to adopt the provisions of SFAS 145 by February 1, 2003. The Company does not expect the adoption of SFAS 145 to have any material
impact on the financial statements.

In
June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS 146 modifies the existing financial accounting
and reporting for costs associated with exit or disposal activities. The statement is effective for exit or disposal activities that are initiated after January 31, 2003, with earlier
application permitted. The Company is currently assessing the impact of adopting of SFAS 146 on its financial statements.

Forward-Looking Statements

Forward-looking statements throughout this report are based upon assumptions involving a number of risks and uncertainties. Factors which could cause actual
results to differ materially from these forward-looking statements include, but are not limited to competitive factors in, and the cyclical nature of, the lift truck industry; fluctuations in lift
truck orders or deliveries, availability and cost of raw materials; general business and economic conditions in North America, Europe, Australia and Asia; foreign currency fluctuations; and the
effectiveness of the Company's cost reduction initiatives.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rate and interest rate fluctuations.
A significant portion of the Company's revenues are denominated in currencies from international markets outside the United States. As a result, the Company's operating results could become subject to
significant fluctuations based upon changes in the exchange rates of the foreign currencies in relation to the United States dollar. The Company does enter into foreign currency forward exchange
contracts to offset the impact of currency fluctuations on certain nonfunctional currency assets and liabilities. The principal currencies hedged are denominated in Japanese, Canadian, Australian, New
Zealand and several European currencies, primarily the Euro and British pound. The Company's foreign currency forward exchange contracts have terms lasting up to three months, but generally less than
one month. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. See Note 13 to the consolidated financial statements (Item
8) of the prior-year Form 10-K.

Based
on the scheduled debt payments during fiscal 2002 and certain payment restrictions on its remaining debt, substantially all of the Company's debt at July 31, 2002 has a
fixed interest rate. Any additional payments to prepay scheduled amounts of debt are subject to penalties. At July 31, 2002, the penalties to retire all of the Company's long-term
debt were $8 million. A hypothetical 1% increase in market interest rates would result in a $2.1 million reduction in the fair market value of the Company's long term outstanding debt at
July 31, 2002.

15

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CASCADE CORPORATION        PART IIOTHER INFORMATION

Item 1. Legal Proceedings

Neither the Company nor any of its subsidiaries are involved in any material pending legal proceedings other than litigation related to environmental matters
discussed below. The Company and its subsidiaries are insured against product liability, personal injury and property damage claims, which may occasionally arise.

The
Company and The Boeing Company are defendants in litigation brought in December 1999 by the City of Portland, Oregon (City), alleging damages arising from the proximity of a City
water well field to groundwater contamination in the area of their respective Portland plant sites. The Company and The Boeing Company are remedying the contamination in question, which has never
affected the quality of water pumped by the City from the well field. The City's complaint originally alleged damages of approximately $6.4 million. In November 2000, the City raised new
theories it asserts would increase its claimed damages against both defendants by an amount currently estimated to be $16 million. In March 2002, the City asserted an additional claim of up to $10.1
million. Subsequent to July 31, 2002, the City of Portland abandoned one claim raised in its suit, which had the effect of reducing the estimated maximum damages sought from the Company and The
Boeing Company from $32.5 million to $23.7 million.

In
March 2001, the United States District Court for the District of Oregon granted a partial summary judgment to the City on certain liability issues raised in its original claim. The
partial summary judgment will likely lead to a damage judgment in some amount on the December 1999 claim. The Company believes it has substantial defenses to damage amounts sought by the City. The
Company believes most or all of the remaining November 2000 claim and the apparent March 2002 claim are without merit. There has been no allocation of possible damages between the Company and The
Boeing Company. As of April 30, 2002, the Company has accrued $1.5 million in connection with the City of Portland litigation. This reflects a present estimate of its allocable share of any
eventual liability,
however, the ultimate outcome of this matter cannot presently be determined. A trial date for the City of Portland litigation has been set for October 21, 2002.

On
April 22, 2002, the Circuit Court of the State of Oregon for Multnomah County entered judgment in the Company's favor for approximately $1.6 million in an action
originally brought in 1992 against several insurers to recover various expenses incurred in connection with environmental litigation and related proceedings. The judgment is against two
non-settling insurers. Additionally, the judgment requires one of the insurers to defend Cascade in suits alleging liability because of groundwater contamination emanating from its
Portland plant and requires the two insurers to pay approximately 4% of any liability imposed against the Company by judgment or settlement on or after March 1, 1997 on account of such
contamination. The Company and the insurers have appealed the judgment. The Company has not recorded any amounts that may be recovered from the two insurers in its consolidated financial statements.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

16

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

At the Annual Meeting of Shareholders of the Company, held May 23, 2002, the following matters were submitted to a vote of common shareholders:

Election
of directors:

Nominee

Votes For

Votes WithheldRobert C. Warren, Jr.

7,242,891

2,757,741Henry W. Wessinger II

8,461,068

1,539,564Jack B. Schwartz

8,460,924

1,539,708


Amendment
to the 1995 Senior Managers' Incentive Stock Option Plan:

Votes For

Votes Against

Abstain5,815,651

2,075,361

25,361


Item 5. Other Information

Item 6. Exhibit and Reports on Form 8-K

99.1

Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.2

Certification pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


None

17

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CASCADE CORPORATION    SIGNATURES

The enclosed financial statements have not been certified by independent accountants. However, to the best of my knowledge and belief these financial statements
have been prepared in conformity with generally accepted accounting principles and on a basis substantially consistent with audited financial statements included in the annual report filed with the
Commission for the preceding fiscal year.

The
Company believes that all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results of operations, have been included.

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

|                  |  | CASCADE CORPORATION                                                                                                                     
|----------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|September 6, 2002 |  | /s/RICHARD S. ANDERSONRichard S. Anderson Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

18

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Certification by Chief Executive Officer

I,
Robert C. Warren, Jr., certify that:

Date:
September 6, 2002

|/s/ROBERT C. WARREN, JR.Robert C. Warren, Jr. Chief
Executive Officer |  | 
|--------------------------------------------------------------------- |  | 

19

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Certification by Chief Financial Officer

I,
Richard S. Anderson, certify that:

Date:
September 6, 2002

|/s/RICHARD S. ANDERSONRichard S. Anderson Chief Financial
Officer |  | 
|----------------------------------------------------------------- |  | 

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