##### Table of Contents








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TABLE OF CONTENTS




|                           |                                                                                                                             |  |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                           | CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Dollars in thousands, except per share data) (Unaudited)
|                           | Part I  Item 2                                                                                                            
|                           | Part I  Item 3. Quantitative and Qualitative Disclosure About Market Risk.                                                
|                           | Part I  Item 4. Controls and Procedures.                                                                                  
|                           | Part II  Other Information                                                                                                
|                           | Item 1A. Risk Factors                                                                                                      
|                           | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.                                                       
|                           | Item 6 Exhibits                                                                                                            
|SIGNATURES                
|Section 302 Certification 
|Section 302 Certification 
|Section 1350 Certification



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##### Table of Contents







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549


FORM 10-Q


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


For the quarterly period ended March 3, 2007


OR


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


For the transition period from  to


Commission File Number 1-11024


CLARCOR Inc.





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







615-771-3100







þ o




þ o o


o þ














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##### Table of Contents



Part I  Item 1
 
 
 March 3,
    
    
    December 2,2007
    
    
    2006(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    39,038
    
    
    $
    29,051Restricted cash
    
    
    234
    
    
    
    1,619Short-term investments
    
    
    31,450
    
    
    
    32,195Accounts receivable, less allowance for losses
of $11,869 for 2007 and $12,548 for 2006
    
    
    148,209
    
    
    
    158,157Inventories:Raw materials
    
    
    46,668
    
    
    
    45,986Work in process
    
    
    20,339
    
    
    
    19,987Finished products
    
    
    69,548
    
    
    
    63,700Total inventories
    
    
    136,555
    
    
    
    129,673Prepaid expenses and other current assets
    
    
    8,538
    
    
    
    8,306Deferred income taxes
    
    
    21,450
    
    
    
    21,339Total current assets
    
    
    385,474
    
    
    
    380,340Plant assets at cost,
    
    
    369,686
    
    
    
    360,477less accumulated depreciation
    
    
    (218,678
    )
    
    
    (213,948
    )151,008
    
    
    
    146,529Goodwill
    
    
    116,761
    
    
    
    116,032Acquired intangibles, less accumulated amortization
    
    
    54,416
    
    
    
    53,001Pension assets
    
    
    20,140
    
    
    
    19,851Deferred income taxes
    
    
    829
    
    
    
    829Other noncurrent assets
    
    
    10,784
    
    
    
    10,934Total assets
    
    $
    739,412
    
    
    $
    727,516LIABILITIESCurrent liabilities:Current portion of long-term debt
    
    $
    57
    
    
    $
    58Accounts payable
    
    
    49,268
    
    
    
    50,273Accrued salaries, wages and commissions
    
    
    7,522
    
    
    
    14,147Compensated absences
    
    
    6,892
    
    
    
    7,333Accrued insurance liabilities
    
    
    12,863
    
    
    
    11,799Other accrued liabilities
    
    
    23,242
    
    
    
    23,577Income taxes
    
    
    12,595
    
    
    
    11,241Total current liabilities
    
    
    112,439
    
    
    
    118,428Long-term debt, less current portion
    
    
    15,933
    
    
    
    15,946Postretirement health care benefits
    
    
    3,919
    
    
    
    4,466Long-term pension liabilities
    
    
    18,318
    
    
    
    17,476Deferred income taxes
    
    
    27,166
    
    
    
    27,159Other long-term liabilities
    
    
    5,396
    
    
    
    4,876Minority interests
    
    
    1,726
    
    
    
    1,656Total liabilities
    
    
    184,897
    
    
    
    190,007ContingenciesSHAREHOLDERS EQUITYCapital stock
    
    
    51,280
    
    
    
    51,082Capital in excess of par value
    
    
    7,278
    
    
    
    3,400Accumulated other comprehensive earnings
    
    
    378
    
    
    
    103Retained earnings
    
    
    495,579
    
    
    
    482,924Total shareholders equity
    
    
    554,515
    
    
    
    537,509Total liabilities and shareholders equity
    
    $
    739,412
    
    
    $
    727,516
  Page 2




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##### Table of Contents



Three Months EndedMarch 3,
    
    
    March 4,2007
    
    
    2006Net sales
    
    $
    209,530
    
    
    $
    213,183Cost of sales
    
    
    148,550
    
    
    
    149,409Gross profit
    
    
    60,980
    
    
    
    63,774Selling and administrative expenses
    
    
    37,399
    
    
    
    37,901Operating profit
    
    
    23,581
    
    
    
    25,873Other income (expense):Interest expense
    
    
    (236
    )
    
    
    (188
    )Interest income
    
    
    674
    
    
    
    300Other, net
    
    
    (177
    )
    
    
    (153
    )261
    
    
    
    (41
    )Earnings before income taxes and minority interests
    
    
    23,842
    
    
    
    25,832Provision for income taxes
    
    
    7,418
    
    
    
    9,520Earnings before minority interests
    
    
    16,424
    
    
    
    16,312Minority interests in earnings of subsidiaries
    
    
    (51
    )
    
    
    (111
    )Net earnings
    
    $
    16,373
    
    
    $
    16,201Net earnings per common share:Basic
    
    $
    0.32
    
    
    $
    0.31Diluted
    
    $
    0.32
    
    
    $
    0.31Average number of common shares outstanding:Basic
    
    
    51,289,477
    
    
    
    51,792,245Diluted
    
    
    51,955,610
    
    
    
    52,498,939Dividends paid per share
    
    $
    0.0725
    
    
    $
    0.0675
  Page 3




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##### Table of Contents



Three Months EndedMarch 3,
    
    
    March 4,2007
    
    
    2006Cash flows from operating activities:Net earnings
    
    $
    16,373
    
    
    $
    16,201Depreciation
    
    
    5,503
    
    
    
    5,483Amortization
    
    
    784
    
    
    
    538Stock-based compensation expense
    
    
    910
    
    
    
    632Excess tax benefit from stock-based compensation
    
    
    (1,823
    )
    
    
    (903
    )Changes in assets and liabilities
    
    
    1,736
    
    
    
    (16,347
    )Other, net
    
    
    470
    
    
    
    116Net cash provided by operating activities
    
    
    23,953
    
    
    
    5,720Cash flows from investing activities:Business acquisitions, net of cash acquired
    
    
    (6,577
    )
    
    
    (206
    )Additions to plant assets
    
    
    (7,832
    )
    
    
    (2,906
    )Other, net
    
    
    (79
    )
    
    
    8Net cash used in investing activities
    
    
    (14,488
    )
    
    
    (3,104
    )Cash flows from financing activities:Payments on long-term debt
    
    
    (17
    )
    
    
    (18
    )Sale of capital stock under stock option and employee
purchase plans
    
    
    2,416
    
    
    
    2,649Excess tax benefits from stock-based compensation
    
    
    1,823
    
    
    
    903Cash dividends paid
    
    
    (3,718
    )
    
    
    (3,499
    )Net cash provided by financing activities
    
    
    504
    
    
    
    35Net effect of exchange rate changes on cash
    
    
    18
    
    
    
    267Net change in cash and cash equivalents
    
    
    9,987
    
    
    
    2,918Cash and cash equivalents, beginning of period
    
    
    29,051
    
    
    
    18,502Cash and cash equivalents, end of period
    
    $
    39,038
    
    
    $
    21,420Cash paid during the period for:Interest
    
    $
    231
    
    
    $
    184Income taxes
    
    $
    4,621
    
    
    $
    7,067
  Page 4




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##### Table of Contents



1.
    
    CONSOLIDATED FINANCIAL STATEMENTS
  2.
    
    STOCK-BASED COMPENSATION
   Stock Options
  Shares Grantedunder Incentive
    
    Weighted AveragePlans
    
    Exercise PriceOutstanding at beginning of year
    
    
    3,253,059
    
    
    $
    21.56Granted
    
    
    395,700
    
    
    
    33.75Exercised
    
    
    (327,808
    )
    
    
    19.01Surrendered
    
    
    (6,025
    )
    
    
    20.87Outstanding at March 3, 2007
    
    
    3,314,926
    
    
    $
    23.27Options exercisable at March 3, 2007
    
    
    2,811,801
    
    
    $
    21.79
 Page 5




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##### Table of Contents



2.
    
    STOCK-BASED COMPENSATION (Continued)
   Three Months EndedMarch 3, 2007
    
    March 4, 2006Fair value of options exercised
    
    $
    1,287
    
    
    $
    518Total intrinsic value of options exercised
    
    $
    4,996
    
    
    $
    3,007Cash received upon exercise of options
    
    $
    2,089
    
    
    $
    1,506Tax benefit realized from exercise of options
    
    $
    1,823
    
    
    $
    849
  Options Outstanding
    
    Options ExercisableWeighted Average
    
    
    
    
    
    
    
    
    
    Weighted AverageRange of Exercise
    
    
    
    
    
    Weighted Average
    
    Remaining Life in
    
    
    
    
    
    Weighted Average
    
    Remaining Life inPrices
    
    Number
    
    Exercise Price
    
    Years
    
    Number
    
    Exercise Price
    
    Years$8.97 - $9.79
    
    
    297,276
    
    
    $
    9.18
    
    
    
    2.81
    
    
    
    297,276
    
    
    $
    9.18
    
    
    
    2.81$10.53 - $13.75
    
    
    238,913
    
    
    
    13.25
    
    
    
    4.55
    
    
    
    238,913
    
    
    
    13.25
    
    
    
    4.55$16.01 - $22.80
    
    
    1,171,864
    
    
    
    20.50
    
    
    
    5.52
    
    
    
    1,071,289
    
    
    
    20.28
    
    
    
    5.41$25.89 - $35.66
    
    
    1,606,873
    
    
    
    29.39
    
    
    
    7.97
    
    
    
    1,204,323
    
    
    
    27.95
    
    
    
    7.353,314,926
    
    
    $
    23.27
    
    
    
    6.40
    
    
    
    2,811,801
    
    
    $
    21.79
    
    
    
    5.89
   Page 6




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##### Table of Contents



2.
    
    STOCK-BASED COMPENSATION (Continued)
 Three Months Ended
    
    Three Months EndedMarch 3, 2007
    
    March 4, 2006Risk-free interest rate
    
    
    4.52
    %
    
    
    4.50
    %Expected dividend yield
    
    
    0.89
    %
    
    
    0.96
    %Expected volatility factor
    
    
    20.50
    %
    
    
    20.70
    %Expected option term (in years)
    
    
    6.0
    
    
    
    6.0
 Restricted Share Unit Awards
   Weighted Average GrantUnits
    
    Date Fair ValueNonvested at beginning of year
    
    
    58,466
    
    
    $
    24.75Granted
    
    
    26,200
    
    
    
    33.75Vested
    
    
    (21,194
    )
    
    
    21.15Surrendered
    
    
    
    
    
    
    Nonvested at March 3, 2007
    
    
    63,472
    
    
    $
    29.66
  3.
    
    EARNINGS PER SHARE AND TREASURY STOCK TRANSACTIONS
  Page 7




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3.
    
    EARNINGS PER SHARE AND TREASURY STOCK TRANSACTIONS (Continued)
 Three Months EndedMarch 3,
    
    
    March 4,2007
    
    
    2006Basic weighted average number of common shares
outstanding
    
    
    51,289,477
    
    
    
    51,792,245Dilutive effect of stock-based arrangements
    
    
    666,133
    
    
    
    706,694Diluted weighted average number of common shares
outstanding
    
    
    51,955,610
    
    
    
    52,498,939Net earnings
    
    $
    16,373
    
    
    $
    16,201Basic earnings per share amount
    
    $
    0.32
    
    
    $
    0.31Diluted earnings per share amount
    
    $
    0.32
    
    
    $
    0.31
    4.
    
    COMPREHENSIVE EARNINGS
  Three Months EndedMarch 3,
    
    
    March 4,2007
    
    
    2006Net earnings
    
    $
    16,373
    
    
    $
    16,201Other comprehensive earnings, net of tax:Foreign currency translation adjustments
    
    
    275
    
    
    
    805Total comprehensive earnings
    
    $
    16,648
    
    
    $
    17,006
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4.
    
    COMPREHENSIVE EARNINGS (Continued)
  March 3, 2007
    
    
    December 2, 2006Minimum pension liability, net of $2,243 tax
    
    $
    (3,778
    )
    
    $
    (3,778
    )Translation adjustments, net of $155 tax
    
    
    4,156
    
    
    
    3,881Accumulated other comprehensive earnings
    
    $
    378
    
    
    $
    103
 5.
    
    ACQUISITIONS
   
 Page 9




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##### Table of Contents



ACQUIRED INTANGIBLES
 The following table reconciles the activity for goodwill by reporting unit for the three months
ended March 3, 2007.
 Industrial/Engine/ Mobile
    
    
    EnvironmentalFiltration
    
    
    Filtration
    
    
    Packaging
    
    
    TotalBalance at December 2, 2006
    
    $
    16,747
    
    
    $
    99,285
    
    
    $
    
    
    
    $
    116,032Acquisitions
    
    
    
    
    
    
    689
    
    
    
    
    
    
    
    689Currency translation adjustments
    
    
    96
    
    
    
    (56
    )
    
    
    
    
    
    
    40Balance at March 3, 2007
    
    $
    16,843
    
    
    $
    99,918
    
    
    $
    
    
    
    $
    116,761
 The following table summarizes acquired intangibles by reporting unit. Other acquired
intangibles includes parts manufacturer regulatory approvals, proprietary technology, patents
and noncompete agreements.
 Industrial/Engine/ Mobile
    
    
    EnvironmentalFiltration
    
    
    Filtration
    
    
    Packaging
    
    
    TotalBalance at March 3, 2007:Trademarks, gross
    
    $
    603
    
    
    $
    29,157
    
    
    $
    
    
    
    $
    29,760Less accumulated amortization
    
    
    
    
    
    
    238
    
    
    
    
    
    
    
    238Trademarks, net
    
    $
    603
    
    
    $
    28,919
    
    
    $
    
    
    
    $
    29,522Customer relationships, gross
    
    $
    1,970
    
    
    $
    18,768
    
    
    $
    
    
    
    $
    20,738Less accumulated amortization
    
    
    444
    
    
    
    2,641
    
    
    
    
    
    
    
    3,085Customer relationships, net
    
    $
    1,526
    
    
    $
    16,127
    
    
    $
    
    
    
    $
    17,653Other acquired intangibles
    
    $
    243
    
    
    $
    12,882
    
    
    $
    
    
    
    $
    13,125Less accumulated amortization
    
    
    219
    
    
    
    5,665
    
    
    
    
    
    
    
    5,884Other acquired intangibles, net
    
    $
    24
    
    
    $
    7,217
    
    
    $
    
    
    
    $
    7,241
 Amortization expense is estimated to be $2,461 in 2007, $2,147 in 2008, $2,085 in 2009,
$2,069 in 2010 and $2,014 in 2011.
 GUARANTEES AND WARRANTIES
 The Company has provided letters of credit totaling approximately $25,694 to various government
agencies, primarily related to industrial revenue bonds, and to insurance companies and other
entities in support of its obligations. The Company believes that no payments will be required
resulting from these accommodation obligations.In the ordinary course of business, the Company also provides routine indemnifications and
other guarantees whose terms range in duration and often are not explicitly defined. The
Company does not believe these will have a material impact on the results of operations or
financial condition of the Company.
 Warranties are recorded as a liability on the balance sheet and as charges to current expense
for estimated normal warranty costs and, if applicable, for specific performance issues known to
exist on products already sold. The expenses estimated to be incurred are provided at the time
of sale and adjusted as needed, based primarily upon experience.
 Page 10




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GUARANTEES AND WARRANTIES (Continued)
 Changes in the Companys warranty accrual during the three months ended March 3, 2007 are as
follows:
 Balance at December 2, 2006
    
    $
    1,486Accruals for warranties issued during the period
    
    
    125Accruals related to pre-existing warranties
    
    
    (1
    )Settlements made during the period
    
    
    (162
    )Other adjustments, including currency translation
    
    
    (144
    )Balance at March 3, 2007, included in other accrued liabilities
    
    $
    1,304
 RETIREMENT BENEFITS
 The Company provides various retirement benefits, including defined benefit plans and
postretirement health care plans covering certain current and retired employees in the U.S. and
abroad. Components of net periodic benefit cost and company contributions for these plans were
as follows:
 Three Months EndedMarch 3,
    
    
    March 4,2007
    
    
    2006Pension BenefitsComponents of net periodic benefit cost:Service cost
    
    $
    724
    
    
    $
    845Interest cost
    
    
    1,792
    
    
    
    1,682Expected return on plan assets
    
    
    (2,143
    )
    
    
    (1,952
    )Amortization of unrecognized:Prior service cost
    
    
    44
    
    
    
    43Net actuarial loss
    
    
    302
    
    
    
    501Net periodic benefit cost
    
    $
    719
    
    
    $
    1,119Cash Contributions
    
    $
    108
    
    
    $
    124Postretirement Healthcare BenefitsComponents of net periodic benefit cost:Service cost
    
    $
    
    
    
    $
    5Interest cost
    
    
    18
    
    
    
    21Amortization of unrecognized:Prior service cost
    
    
    (31
    )
    
    
    (31
    )Net actuarial gain
    
    
    (32
    )
    
    
    (26
    )Net periodic benefit income
    
    $
    (45
    )
    
    $
    (31
    )Cash Contributions
    
    $
    70
    
    
    $
    70
 Page 11




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##### Table of Contents



RETIREMENT BENEFITS (Continued)
 The Companys policy is to contribute to the qualified U.S. and non-U.S. pension plans at least
the minimum amount required by applicable laws and regulations, to contribute to the
non-qualified plan when required for benefit payments and to contribute to the postretirement
benefit plan an amount equal to the benefit payments. There is no minimum required contribution
for the U.S. pension plans for 2007. The Company from time to time makes contributions in
excess of the minimum amount required as economic conditions warrant. The Company has not
determined whether it will make a voluntary contribution to the U.S. qualified plan in 2007;
however, it does expect to contribute $279 to the U.S. non-qualified plan, $534 to the non-U.S.
plan and $279 to the postretirement benefit plan to pay benefits during 2007.
 CONTINGENCIES
 The Company is involved in legal actions arising in the normal course of business.
Additionally, the Company is party to various proceedings relating to environmental issues. The
U.S. Environmental Protection Agency (EPA) and/or other responsible state agencies have
designated the Company as a potentially responsible party (PRP), along with other companies, in
remedial activities for the cleanup of waste sites under the federal Superfund statute.Although it is not certain what future environmental claims, if any, may be asserted, the
Company currently believes that its potential liability for known environmental matters does not
exceed its present accrual of $50. However, environmental and related remediation costs are
difficult to quantify for a number of reasons, including the number of parties involved, the
difficulty in determining the extent of the contamination at issue, the difficulty in
determining the nature and extent of contamination, the length of time remediation may require,
the complexity of the environmental regulation and the continuing advancement of remediation
technology. Applicable federal law may impose joint and several liability on each PRP for the
cleanup.It is the opinion of management, after consultation with legal counsel, that additional
liabilities, if any, resulting from these legal or environmental issues, are not expected to
have a material adverse effect on the Companys financial condition or consolidated results of
operations.In the event of a change in control of the Company, termination benefits are likely to be
required for certain executive officers and other key employees.
 SEGMENT DATA
 The Company operates in three principal product segments: Engine/Mobile Filtration,
Industrial/Environmental Filtration and Packaging. The segment data for the three months ended
March 3, 2007 and March 4, 2006, respectively, are shown below. Net sales represent
sales to unaffiliated customers as reported in the consolidated condensed statements of earnings.
Intersegment sales were not material.
 Page 12




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##### Table of Contents



SEGMENT DATA (Continued)
 Three Months EndedMarch 3,
    
    
    March 4,2007
    
    
    2006Net sales:Engine/Mobile Filtration
    
    $
    96,696
    
    
    $
    91,032Industrial/Environmental Filtration
    
    
    96,239
    
    
    
    102,656Packaging
    
    
    16,595
    
    
    
    19,495$
    209,530
    
    
    $
    213,183Operating profit:Engine/Mobile Filtration
    
    $
    20,277
    
    
    $
    19,073Industrial/Environmental Filtration
    
    
    2,874
    
    
    
    5,485Packaging
    
    
    430
    
    
    
    1,31523,581
    
    
    
    25,873Other income (expense)
    
    
    261
    
    
    
    (41
    )Earnings before income taxes and
minority earnings
    
    $
    23,842
    
    
    $
    25,832Identifiable assets:Engine/Mobile Filtration
    
    $
    234,783
    
    
    $
    198,651Industrial/Environmental Filtration
    
    
    377,058
    
    
    
    373,804Packaging
    
    
    40,960
    
    
    
    44,256Corporate
    
    
    86,611
    
    
    
    70,340$
    739,412
    
    
    $
    687,051
 RECENT ACCOUNTING PRONOUNCEMENTS
 In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115 (SFAS 159). The statement provides companies with an option to report
selected financial assets and liabilities at fair value, with changes in fair value recorded in
earnings. SFAS 159 will be effective for the Companys fiscal year 2008. The Company does not
expect the adoption of SFAS 159 to have a material impact on its financial statements.In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and
132(R) (SFAS 158). This statement requires recognition of the overfunded or underfunded status
of defined benefit postretirement plans as an asset or liability in the statement of financial
position and to recognize changes in the funded status in comprehensive income in the year in
which the changes occur. SFAS 158 also requires measurement of the funded status of a plan as
of the date of the statement of financial position. SFAS 158 is effective for recognition of
the funded status of the benefit plans for the Companys fiscal year 2007 and is effective for
the measurement date provisions for fiscal year 2009.
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RECENT ACCOUNTING PRONOUNCEMENTS (Continued)
    SUBSEQUENT EVENT
  Page 14




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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Management Discussion Snapshot(Dollars in Thousands)Quarter to QuarterFirst Quarter and Three Months
    
    2007
    
    2006
    
    % ChangeNet Sales
    
    $
    209,530
    
    
    $
    213,183
    
    
    
    (1.7
    )%Operating Profit
    
    
    23,581
    
    
    
    25,873
    
    
    
    (8.9
    )%Operating Margin
    
    
    11.3
    %
    
    
    12.1
    %
    
    
    (0.8
) pts.Other Income/(Expense)
    
    
    261
    
    
    
    (41
    )
    
    
    736.6
    %Provision for Income Taxes
    
    
    7,418
    
    
    
    9,520
    
    
    
    (22.1
    )%Net Earnings
    
    
    16,373
    
    
    
    16,201
    
    
    
    1.1
    %Diluted Earnings per Share
    
    $
    0.32
    
    
    $
    0.31
    
    
    
    3.2
    %Average Diluted Shares Outstanding
    
    
    51,955,610
    
    
    
    52,498,939
    
    
    
    (1.0
    )%
   Page 15




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MANAGEMENTS
DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
       Page 16




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MANAGEMENTS
DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
        Page 17




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MANAGEMENTS
DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
           Page 18




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MANAGEMENTS
DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
      Page 19




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MANAGEMENTS
DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
  Payments Due by Period(Dollars in thousands)
    
    Total
    
    Less than 1 Year
    
    1-3 Years
    
    3-5 Years
    
    More than 5 YearsLong-Term Debt
    
    $
    15,990
    
    
    $
    57
    
    
    $
    99
    
    
    $
    14
    
    
    $
    15,820Operating Leases
    
    
    45,476
    
    
    
    10,198
    
    
    
    16,215
    
    
    
    8,200
    
    
    
    10,863Total
    
    $
    61,466
    
    
    $
    10,255
    
    
    $
    16,314
    
    
    $
    8,214
    
    
    $
    26,683
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MANAGEMENTS
DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
 th
       Page 21




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MANAGEMENTS
DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
 
    
    statements and assumptions relating to future growth, earnings, earnings per share
and other financial performance measures, as well as managements short-term and
long-term performance goals;
    
    statements relating to the anticipated effects on results of operations or financial
condition from recent and expected developments or events;
    
    statements relating to the Companys business and growth strategies; and
    
    any other statements or assumptions that are not historical facts.
   Page 22




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Page 23




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##### Table of Contents



COMPANY PURCHASES OF EQUITY SECURITIES (1)(c)
    
    (d)Total number of
    
    Approximate dollarshares purchased as
    
    value of shares(a)
    
    (b)
    
    part of publicly
    
    that may yet beTotal number of
    
    Average price paid
    
    announced plans or
    
    purchased under thePeriod
    
    shares purchased
    
    per share
    
    programs
    
    plans or programsDecember 3, 2006 through December 31,
2006
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    110,629,836January 1, 2006 through January 31,
2006
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    110,629,836February 1, 2006 through March 3, 2007
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    110,629,836Total
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    110,629,836
 
 (1)
    
    Stock Repurchase Program announced June 20, 2005, for aggregate
purchases up to $150 million. Program expires June 16, 2007. Page 24




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##### Table of Contents



a.
    
    Exhibits:
 31(i)
    
    Certification of Norman E. Johnson pursuant to Section
302 of the Sarbanes-Oxley Act of 200231(ii)
    
    Certification of Bruce A. Klein pursuant to Section 302
of the Sarbanes-Oxley Act of 200232(i)
    
    Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
 Page 25




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SIGNATURES
  CLARCOR Inc.
(Registrant)March 23, 2007
(Date)
    
    
    
    By
    
    /s/ Norman E. Johnson

Norman E. Johnson
Chairman of the Board, President and Chief
Executive OfficerMarch 23, 2007
(Date)
    
    
    
    By
    
    /s/ Bruce A. Klein

Bruce A. Klein
Vice President  Finance and
Chief Financial Officer
 Page 26