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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 February 28, 2009
 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
  Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
  As of February 28, 2009, 50,908,699 common shares with a par value of $1 per share were
outstanding.




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TABLE OF CONTENTS  Part I  Item& 1Part I  Item 2Part I  Item 3. Quantitative and Qualitative Disclosure About Market Risk.Part I  Item 4. Controls and Procedures.Part II  Other InformationItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of Proceeds.Item 6. ExhibitsSIGNATURESEX-31.(i)EX-31.(ii)EX-32.(i)    Table of Contents  
 Part I  Item 1
 
 February 28,
    
    
    November 29,2009
    
    
    2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    43,281
    
    
    $
    40,715Restricted cash
    
    
    1,073
    
    
    
    473Short-term investments
    
    
    13,498
    
    
    
    7,269Accounts receivable, less allowance for losses
of $14,054 for 2009 and $13,267 for 2008
    
    
    165,595
    
    
    
    194,864Inventories:Raw materials
    
    
    60,539
    
    
    
    60,575Work in process
    
    
    29,375
    
    
    
    27,318Finished products
    
    
    78,726
    
    
    
    70,308Total inventories
    
    
    168,640
    
    
    
    158,201Deferred income taxes
    
    
    22,983
    
    
    
    23,121Prepaid expenses and other current assets
    
    
    7,393
    
    
    
    7,928Total current assets
    
    
    422,463
    
    
    
    432,571Plant assets at cost,
    
    
    441,891
    
    
    
    439,423less accumulated depreciation
    
    
    (250,188
    )
    
    
    (246,824
    )191,703
    
    
    
    192,599Goodwill
    
    
    225,100
    
    
    
    223,964Acquired intangibles, less accumulated amortization
    
    
    97,038
    
    
    
    95,089Deferred income taxes
    
    
    224
    
    
    
    224Other noncurrent assets
    
    
    16,447
    
    
    
    13,435Total assets
    
    $
    952,975
    
    
    $
    957,882LIABILITIESCurrent liabilities:Current portion of long-term debt
    
    $
    114
    
    
    $
    128Accounts payable
    
    
    61,621
    
    
    
    65,398Accrued salaries, wages and commissions
    
    
    8,492
    
    
    
    14,292Compensated absences
    
    
    6,721
    
    
    
    8,004Accrued insurance liabilities
    
    
    9,804
    
    
    
    9,668Customer deposits
    
    
    10,715
    
    
    
    11,777Income taxes
    
    
    5,418
    
    
    
    5,083Other accrued liabilities
    
    
    33,935
    
    
    
    29,153Total current liabilities
    
    
    136,820
    
    
    
    143,503Long-term debt, less current portion
    
    
    83,905
    
    
    
    83,822Postretirement health care benefits
    
    
    648
    
    
    
    642Long-term pension liabilities
    
    
    28,258
    
    
    
    27,307Deferred income taxes
    
    
    38,277
    
    
    
    39,317Other long-term liabilities
    
    
    3,923
    
    
    
    7,360Minority interests
    
    
    4,175
    
    
    
    4,172Total liabilities
    
    
    296,006
    
    
    
    306,123ContingenciesSHAREHOLDERS EQUITYCapital stock
    
    
    50,909
    
    
    
    50,794Capital in excess of par value
    
    
    52,022
    
    
    
    48,025Accumulated other comprehensive loss
    
    
    (29,659
    )
    
    
    (26,562
    )Retained earnings
    
    
    583,697
    
    
    
    579,502Total shareholders equity
    
    
    656,969
    
    
    
    651,759Total liabilities and shareholders equity
    
    $
    952,975
    
    
    $
    957,882
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Three Months EndedFebruary 28,
    
    
    March 1,2009
    
    
    2008Net sales
    
    $
    213,690
    
    
    $
    250,181Cost of sales
    
    
    152,707
    
    
    
    173,626Gross profit
    
    
    60,983
    
    
    
    76,555Selling and administrative expenses
    
    
    47,296
    
    
    
    48,816Operating profit
    
    
    13,687
    
    
    
    27,739Other income (expense):Interest expense
    
    
    (928
    )
    
    
    (3,567
    )Interest income
    
    
    167
    
    
    
    270Other, net
    
    
    (45
    )
    
    
    (212
    )(806
    )
    
    
    (3,509
    )Earnings before income taxes and minority interests
    
    
    12,881
    
    
    
    24,230Provision for income taxes
    
    
    4,096
    
    
    
    7,941Earnings before minority interests
    
    
    8,785
    
    
    
    16,289Minority interests in losses (earnings) of subsidiaries
    
    
    6
    
    
    
    (140
    )Net earnings
    
    $
    8,791
    
    
    $
    16,149Net earnings per common share:Basic
    
    $
    0.17
    
    
    $
    0.32Diluted
    
    $
    0.17
    
    
    $
    0.32Average number of common shares outstanding:Basic
    
    
    50,988,461
    
    
    
    50,595,412Diluted
    
    
    51,470,412
    
    
    
    51,211,190Dividends paid per share
    
    $
    0.09
    
    
    $
    0.08
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Three Months EndedFebruary 28,
    
    
    March 1,2009
    
    
    2008Cash flows from operating activities:Net earnings
    
    $
    8,791
    
    
    $
    16,149Depreciation
    
    
    6,921
    
    
    
    6,636Amortization
    
    
    1,215
    
    
    
    1,195Loss on interest rate agreement
    
    
    605
    
    
    
    2,453Stock-based compensation expense
    
    
    2,415
    
    
    
    2,009Excess tax benefit from stock-based compensation
    
    
    (422
    )
    
    
    (966
    )Changes in short-term investments
    
    
    (6,229
    )
    
    
    (570
    )Changes in assets and liabilities, excluding short-term
investments
    
    
    5,745
    
    
    
    (863
    )Other, net
    
    
    (88
    )
    
    
    159Net cash provided by operating activities
    
    
    18,953
    
    
    
    26,202Cash flows from investing activities:Business acquisitions, net of cash acquired
    
    
    (6,075
    )
    
    
    (75,073
    )Additions to plant assets
    
    
    (6,955
    )
    
    
    (8,137
    )Investment in affiliate
    
    
    (1,000
    )
    
    
    Other, net
    
    
    224
    
    
    
    (702
    )Net cash used in investing activities
    
    
    (13,806
    )
    
    
    (83,912
    )Cash flows from financing activities:Net proceeds under line of credit
    
    
    
    
    
    
    110,000Payments on long-term debt
    
    
    (45
    )
    
    
    (7,240
    )Sale of capital stock under stock option
and employee purchase plans
    
    
    1,805
    
    
    
    2,307Purchase of treasury stock
    
    
    
    
    
    
    (37,260
    )Excess tax benefits from stock-based compensation
    
    
    422
    
    
    
    966Cash dividends paid
    
    
    (4,596
    )
    
    
    (4,125
    )Net cash (used in) provided by financing activities
    
    
    (2,414
    )
    
    
    64,648Net effect of exchange rate changes on cash
    
    
    (167
    )
    
    
    173Net change in cash and cash equivalents
    
    
    2,566
    
    
    
    7,111Cash and cash equivalents, beginning of period
    
    
    40,715
    
    
    
    36,059Cash and cash equivalents, end of period
    
    $
    43,281
    
    
    $
    43,170Cash paid during the period for:Interest
    
    $
    340
    
    
    $
    1,095Income taxes
    
    $
    3,708
    
    
    $
    3,536
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1.
    
    CONSOLIDATED FINANCIAL STATEMENTSThe consolidated condensed balance sheet as of February 28, 2009, the consolidated condensed
statements of earnings and the consolidated condensed statements of cash flows for the periods
ended February 28, 2009, and March 1, 2008, have been prepared by the Company without audit. The
financial statements have been prepared on the same basis as those in the Companys Annual
Report on Form 10-K for the fiscal year ended November 29, 2008 (2008 Form 10-K). The November
29, 2008 consolidated balance sheet data was derived from the Companys year-end audited
financial statements as presented in the 2008 Form 10-K but does not include all disclosures
required by accounting principles generally accepted in the United States of America. In the
opinion of management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations and cash flows have
been made. The results of operations for the period ended February 28, 2009, are not necessarily
indicative of the operating results for the full year.
 2.
    
    BUSINESS ACQUISITIONS
 On February 1, 2009, the Company purchased 85% ownership interests in Pujiang Novaeastern
International Mesh Co., Ltd. (Pujiang) and Quzhou Chinagrace Filter Co., Ltd. (Quzhou). Both
companies are based in China and were under common ownership. Pujiang and Quzhou are
manufacturers of wire mesh filtration products sold primarily to the fibers, resin and aerospace
industries. The combined purchase price for the ownership interests in both companies is
approximately $4,352. The Company has the right, but not the obligation, to purchase the
remaining 15% ownership interest using a formula based on the combined companies future
operating results. The businesses are included in the Companys Industrial/Environmental
Filtration segment. The acquisition is not material to the results of the Company. The
allocation of the purchase prices will be made to major categories of assets and liabilities
when the Company completes its assessment of assets acquired and liabilities assumed.During February 2009, the Company entered into an agreement to purchase the remaining 20%
minority interest in its consolidated subsidiary based in Weifang, China. The acquisition is
expected to close during the Companys second fiscal quarter in 2009. This subsidiary is part of
the Companys Engine/Mobile Filtration segment and manufactures heavy-duty engine filters and
certain lines of environmental filters and filter systems and filters used in off-shore oil
drilling. The purchase price is approximately $4,500. The allocation of the purchase price will
be made to major categories of assets and liabilities when the Company completes its assessment
of assets acquired and liabilities assumed.On January 16, 2009, the Company purchased certain assets of Meggitt (UK) Limited (Meggitt), for
$578. This business was acquired to expand the Companys product range of aerospace filters sold
primarily to European aircraft manufacturers and aerospace parts distributors. The purchased
assets will be combined into an existing Company subsidiary which is part of the Companys
Industrial/Environmental Filtration segment. The Company expects to make an additional payment
in 2010 of approximately $146 to the former owner of the Meggitt assets contingent upon the
renewal of a contract with a customer. The acquisition is not material to the results of the
Company. The allocation of the purchase price will be made to major categories of assets when
the Company completes its assessment of assets acquired.
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On December 29, 2008, the Company purchased the Keddeg Company (Keddeg), a manufacturer of
aerospace filtration products based in Lenexa, Kansas. The purchase price was $5,497, excluding
cash acquired and including acquisition costs. Keddegs results are included as part of the
Companys Industrial/Environmental Filtration segment from the date of acquisition. The
acquisition is not material to the results of the Company. A preliminary allocation of the
purchase price has been made to major categories of assets and liabilities assumed, based on
available information, and is subject to change. The $1,352 excess of the purchase price over
the preliminary estimated fair value of the net tangible and intangible assets acquired was
recorded as goodwill. Acquired intangible assets, other than trade names and goodwill, are
amortized on a straight-line basis according to the useful lives of the acquired assets. The
fair value of the identifiable intangible assets and their respective lives are shown in the
following table:
 EstimatedIdentifiable Intangible Asset
    
    Value
    
    
    Useful LifeTrade names
    
    $
    663
    
    
    IndefiniteNon-compete agreements
    
    
    134
    
    
    5 yearsCustomer relationships
    
    
    1,114
    
    
    12 yearsDeveloped technology
    
    
    1,256
    
    
    10 yearsTotal fair value
    
    $
    3,167
 Effective May 1, 2008, the Company acquired a 30% share in BioProcessH2O LLC (BPH), a
Rhode Island based manufacturer of industrial waste water and water reuse filtration systems,
for $4,000, payable $2,000 in cash at the acquisition date with the remaining $2,000 to be paid
by December 31, 2009. During the three months ended February 28, 2009, the Company paid $1,000
of the remaining amount. Under the terms of the agreement with BPH, the Company has the right,
but not the obligation, to acquire additional ownership shares and eventually complete ownership
of the company over several years at a price based on, among other factors, BPHs operating
income. The investment, with a carrying amount of $3,925 and $4,011 at February 28, 2009 and
November 29, 2008, respectively, is being accounted for under the equity method of accounting in
accordance with Accounting Principles Board Opinion No. 18, The Equity Method of Accounting for
Investments in Common Stock. The investment was initially recorded at cost. The carrying amount
is adjusted each period to recognize the Companys share of the earnings or losses of the
investee based on the percentage of ownership, as well as the receipt of any dividend income.
The equity investment is periodically reviewed for indicators of impairment. The Companys share
of undistributed earnings was not material at February 28, 2009.On December 3, 2007, the Company acquired Perry Equipment Corporation (Peco), a privately-owned
manufacturer of engineered filtration products and technologies used in a wide array of
industries, including oil and natural gas, refining, power generation, petrochemical, food and
beverage, electronics, polymers and pulp and paper. Peco is based in Mineral Wells, Texas with
operations in Mexico, Canada, the United Kingdom, Italy, Romania, Malaysia and China. Peco was
merged with the Companys Facet operations with the combined headquarters based in Mineral
Wells. Peco was acquired to expand the Companys product offerings, technology, filtration
solutions and customer base in the oil and natural gas industries. Its results are included as
part of the Companys Industrial/Environmental Filtration segment since the date of acquisition.
The purchase price was $145,807 excluding cash acquired and including acquisition costs. The
Company issued 2,137,797 shares of CLARCOR common stock with a value of approximately $71,954
and paid the remaining purchase price with available cash of $5,301 and $80,000 of cash borrowed
under the Companys multicurrency revolving credit agreement. An allocation of the purchase price for the acquisition has been made to major
categories of assets
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and liabilities based on available information. The $101,987 excess of the
purchase price over the fair value of the net tangible and identifiable intangible assets
acquired was recorded as goodwill. Other acquired intangibles are amortized over a straight-line
basis according to their useful lives.Also in December 2007, the Company purchased a distributor of engineered filtration products in
Canada for approximately $1,402 including acquisition costs. Of the purchase price, $811 was
paid during fiscal year 2008, $198 was paid during fiscal year 2009 and the remaining amount
will be paid over the next three years. An allocation of the purchase price for the acquisition
has been made to major categories of assets and liabilities. The $698 excess of the purchase
price over the fair value of the net tangible and identifiable intangible assets acquired was
recorded as goodwill. The business is included in the Industrial/Environmental Filtration
segment from the date of acquisition and is not material to the results of the Company.
 3.
    
    STOCK-BASED COMPENSATION
 The Company applies the provisions of Statement of Financial Accounting Standards (SFAS) No.
123R, Share-Based Payment, which establishes the accounting for stock-based awards. Under this
method, stock-based employee compensation cost is recognized using the fair-value based method
for all awards granted on or after the date of adoption. The Company issues stock option awards
and restricted share unit awards to employees and issues stock option awards and restricted
stock to non-employee directors under its stock-based incentive plans. The fair value of each
option grant is estimated on the date of grant using the Black-Scholes option pricing model.
Compensation cost related to restricted share units is recorded based on the market price of the
Companys common stock on the grant date. The Company recognizes compensation expense on a
straight-line basis over the period from the grant date to the date retirement eligibility is
achieved. For those who are already retirement eligible on the date of grant, compensation
expense is recognized immediately. The key provisions of the Companys stock-based incentive
plans are described in Note N of the Companys consolidated financial statements included in the
2008 Form 10-K.The Company recorded pretax compensation expense related to stock options of $1,657 and related
tax benefits of $527 for the three months ended February 28, 2009. For the three months ended
March 1, 2008, the Company recorded pretax compensation expense related to stock options of
$1,482 and related tax benefits of $510. Pretax compensation expense related to restricted share
unit awards totaled $758 for the three months ended February 28, 2009, and $527 for the three
months ended March 1, 2008. The tax benefits associated with tax deductions that exceed the
amount of compensation expense recognized in the financial statements related to stock-based
compensation were $422 for the three months ended February 28, 2009, and $966 for the three
months ended March 1, 2008.
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Stock OptionsThe following table summarizes the activity for the three months ended February 28, 2009, with
respect to non-qualified stock options granted under the Companys incentive plans.
 Shares Granted
    
    Weightedunder Incentive
    
    AveragePlans
    
    Exercise PriceOutstanding at beginning of year
    
    
    3,132,111
    
    
    $
    25.75Granted
    
    
    413,525
    
    
    $
    32.78Exercised
    
    
    (68,622
    )
    
    $
    10.21Surrendered
    
    
    (1,463
    )
    
    $
    34.07Outstanding at February 28, 2009
    
    
    3,475,551
    
    
    $
    26.87Options exercisable at February 28, 2009
    
    
    2,578,529
    
    
    $
    24.33
 The fair value of stock options granted during the three months ended February 28, 2009 and
March 1, 2008 were based on the following assumptions:
 Three Months EndedFebruary 28,
    
    March 1,2009
    
    2008Risk-free interest rate
    
    
    1.81
    %
    
    
    3.88
    %Expected dividend yield
    
    
    0.96
    %
    
    
    0.85
    %Expected volatility factor
    
    
    24.23
    %
    
    
    20.20
    %Expected option term in years
    
    
    5.6
    
    
    
    6.0
 The weighted average fair value per option at the date of grant for options granted during the
three months ended February 28, 2009 and March 1, 2008, was $7.58 and $9.42, respectively. The
total intrinsic value of options exercised during the three months ended February 28, 2009, and
March 1, 2008, was $1,369 and $2,952, respectively.The following table summarizes information about the Companys outstanding and exercisable
options at February 28, 2009.
 Options Outstanding
    
    Options ExercisableWeighted
    
    Weighted
    
    
    
    
    
    Weighted
    
    WeightedAverage
    
    Average
    
    
    
    
    
    Average
    
    AverageRange of
    
    
    
    
    
    Exercise
    
    Remaining
    
    
    
    
    
    Exercise
    
    RemainingExercise Prices
    
    Number
    
    Price
    
    Life in Years
    
    Number
    
    Price
    
    Life in Years$8.97 - $9.75
    
    
    157,748
    
    
    $
    9.09
    
    
    
    1.08
    
    
    
    157,748
    
    
    $
    9.09
    
    
    
    1.08$11.50 - $13.75
    
    
    163,400
    
    
    $
    13.13
    
    
    
    2.58
    
    
    
    163,400
    
    
    $
    13.13
    
    
    
    2.58$16.01 - $22.80
    
    
    887,648
    
    
    $
    20.53
    
    
    
    3.59
    
    
    
    887,648
    
    
    $
    20.53
    
    
    
    3.59$25.89 - $38.23
    
    
    2,266,755
    
    
    $
    31.58
    
    
    
    7.17
    
    
    
    1,369,733
    
    
    $
    29.88
    
    
    
    5.983,475,551
    
    
    $
    26.87
    
    
    
    5.77
    
    
    
    2,578,529
    
    
    $
    24.33
    
    
    
    4.64
 At February 28, 2009, the aggregate intrinsic value of
options both outstanding and exercisable was
$10,181.
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At February 28, 2009, there was $3,892  of total unrecognized compensation cost related
to non-vested stock option awards which the Company expects to recognize over a weighted-average
period of 3 years.
 Restricted Share Unit Awards
 During the three months ended February 28, 2009 and March 1, 2008, the Company granted 36,368
and 25,989 restricted units of Company common stock with a fair value of $32.78 and $36.48,
respectively, per unit.
 4.
    
    EARNINGS PER SHARE AND TREASURY STOCK TRANSACTIONSDiluted earnings per share reflect the impact of outstanding stock options and restricted share
units as if exercised during the periods presented using the treasury stock method. The
following table provides a reconciliation of the numerators and denominators utilized in the
calculation of basic and diluted earnings per share.
 Three Months EndedFebruary 28,
    
    March 1,2009
    
    2008Weighted average number of
common shares outstanding
    
    
    50,988,461
    
    
    
    50,595,412Dilutive effect of stock-based
arrangements
    
    
    481,951
    
    
    
    615,778Weighted average number of
diluted common shares
outstanding
    
    
    51,470,412
    
    
    
    51,211,190Net earnings
    
    $
    8,791
    
    
    $
    16,149Basic earnings per share amount
    
    $
    0.17
    
    
    $
    0.32Diluted earnings per share amount
    
    $
    0.17
    
    
    $
    0.32
 Options with exercise prices greater than the average market price of the common shares during
the respective periods were not included in the computation of diluted earnings per share. For
the three months ended February 28, 2009, 1,342,250 options with a weighted average exercise
price of $34.32 were excluded from the computation. For the three months ended March 1, 2008,
419,275 options with a weighted average exercise price of $36.50 were excluded from the
computation.For the three months ended February 28, 2009, exercises of stock options added $1,876 to capital
in excess of par value.During the three months ended February 28, 2009, the Company did not repurchase any shares of
its common stock under its $250,000 stock repurchase program. As of February 28, 2009, there was
approximately $187,210 available for future purchases under this program. During the three
months ended March 1, 2008, the Company repurchased and retired 1,000,000 shares of common stock
for $37,260.
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5.
    
    COMPREHENSIVE EARNINGSThe Companys total comprehensive earnings and its components are as follows:
 Three Months EndedFebruary 28,
    
    March 1,2009
    
    2008Net earnings
    
    $
    8,791
    
    
    $
    16,149Other comprehensive earnings, net of tax:Foreign currency translation adjustments
    
    
    (3,314
    )
    
    
    1,440Pension liability adjustments
    
    
    217
    
    
    
    Total comprehensive earnings
    
    $
    5,694
    
    
    $
    17,589
 The components of the ending balances of accumulated other comprehensive earnings are as
follows:
 February 28,
    
    November 29,2009
    
    2008Pension liability, net of tax of $10,661 and $10,790
    
    $
    (17,961
    )
    
    $
    (18,178
    )Translation adjustments, net of tax of $155 and $155
    
    
    (11,698
    )
    
    
    (8,384
    )Accumulated other comprehensive loss
    
    $
    (29,659
    )
    
    $
    (26,562
    )
 6.
    
    FAIR VALUE MEASUREMENTThe Company measures assets and liabilities at fair value as discussed throughout the footnotes
to its quarterly and annual financial statements. Assets or liabilities that have recurring
measurements are shown below:
 Fair Value Measurements at Reporting Date UsingQuoted Prices
    
    Significantin Active Markets
    
    Other
    
    Significantfor Identical
    
    Observable
    
    UnobservableAssets
    
    Inputs
    
    InputsDescription
    
    Total
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)February 28, 2009Short-term investments
    
    $
    13,498
    
    
    $
    13,498
    
    
    $
    
    
    
    $
    Restricted trust (part of noncurrent assets)
    
    
    1,330
    
    
    
    1,330
    
    
    
    
    
    
    
    Interest rate agreement (part of current liabilities)
    
    
    (2,612
    )
    
    
    
    
    
    
    (2,612
    )
    
    
    $
    12,216
    
    
    $
    14,828
    
    
    $
    (2,612
    )
    
    $
    November 29, 2008Short-term investments
    
    $
    7,269
    
    
    $
    7,269
    
    
    $
    
    
    
    $
    Restricted trust (part of noncurrent assets)
    
    
    1,428
    
    
    
    1,428
    
    
    
    
    
    
    
    Interest rate agreement (part of long-term liabilities)
    
    
    (2,007
    )
    
    
    
    
    
    
    (2,007
    )
    
    
    $
    6,690
    
    
    $
    8,697
    
    
    $
    (2,007
    )
    
    $
    
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##### Table of Contents



The Companys short-term investments consist of tax-exempt municipal money market funds, which
are actively traded. The restricted trust, which is used to fund certain payments for the
Companys nonqualified U.S. pension plan, consists of actively traded equity and bond funds. The
interest rate agreements fair value was determined based on the present value of expected
future cash flows using discount rates appropriate to the risks involved.7.
    
    LONG-TERM DEBT AND INTEREST RATE AGREEMENTOn December 18, 2007, the Company entered into a five-year multicurrency revolving credit
agreement (Credit Facility) with a group of financial institutions under which it may borrow up
to $250,000 under a selection of currencies and rate formulas. The Credit Facility interest rate
is based upon, at the Companys election, either a defined Base Rate or the London Interbank
Offered Rate (LIBOR) plus or minus applicable margins. Commitment fees, letter of credit fees
and other fees are also payable as provided in the credit agreement. At February 28, 2009,
long-term debt included $75,000 outstanding on the Credit Facility.The Companys significant accounting policies for derivative instruments are described in Note A
of the 2008 Form 10-K. On January 2, 2008, the Company entered into a fixed rate interest swap
agreement to manage its interest rate exposure on certain amounts outstanding under the Credit
Facility. The interest rate agreement provides for the Company to receive interest at floating
rates based on LIBOR and pay a 3.93% fixed interest rate plus an applicable margin on a notional
amount of $100,000. Payments pursuant to the interest rate agreement are settled on a net basis
quarterly. The agreement expires January 1, 2010. The swap agreement has not been designated as
a hedge pursuant to SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. Unrealized gains or losses and periodic settlement payments are recorded in
interest expense in the Consolidated Condensed Statements of Earnings and as a component of cash
flows from operations in the Consolidated Condensed Statements of Cash Flows.The Companys swap agreement incorporates by reference the non-financial and financial debt
covenants included in the Companys 2008 Credit Facility. The swap agreement also includes other
events which would qualify as a default or termination event, whereby the counterparty could
request payment on the derivative instrument. Should the counterparty to the Companys
derivative contract fail to meet its obligations, the Company would be exposed to greater
interest rate fluctuations along with the cost, if any, to extinguish the contract. The Company
manages exposure to counterparty credit risk by entering into derivative financial instruments
with institutions that can be expected to perform fully under the terms of the agreements.
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At February 28, 2009 and November 29, 2008, the Company had the following derivative in a
liability position. The Company did not have any derivatives in an asset position at either
reporting date.
 Derivatives In Liability PositionConsolidatedDerivatives Not Designated as Hedging
    
    Balance Sheet

    
    FairInstruments Under SFAS No. 133
    
    Location

    
    ValueFebruary 28, 2009Fixed rate interest swap agreement
    
    Current liabilities
    
    $
    2,612Total
    
    
    
    
    
    $
    2,612November 29, 2008Fixed rate interest swap agreement
    
    Other long-term liabilities
    
    $
    2,007Total
    
    
    
    
    
    $
    2,007
 The following table reflects the loss on interest rate agreement for the three months ended
February 28, 2009 and March 1, 2009, respectively.
 Amount ofLoss on InterestDerivatives Not Designated
    
    Rate Agreement
    
    Location ofas Hedging Instruments
    
    Quarter Ended
    
    Quarter Ended
    
    Loss on InterestUnder SFAS No. 133:
    
    February 28, 2009
    
    March 1, 2008
    
    Rate AgreementFixed rate interest swap
agreement
    
    $
    (605
    )
    
    $
    (2,453
    )
    
    Interest expense
 8.
    
    ACQUIRED INTANGIBLESThe following table reconciles the activity for goodwill by reporting unit for the three months ended February 28, 2009.
 Industrial/Engine/Mobile
    
    
    EnvironmentalFiltration
    
    
    Filtration
    
    
    Packaging
    
    
    TotalBalance at November 29, 2008
    
    $
    21,143
    
    
    $
    202,821
    
    
    $
    
    
    
    $
    223,964Acquisitions
    
    
    
    
    
    
    1,783
    
    
    
    
    
    
    
    1,783Currency translation adjustments
    
    
    (579
    )
    
    
    (68
    )
    
    
    
    
    
    
    (647
    )Balance at February 28, 2009
    
    $
    20,564
    
    
    $
    204,536
    
    
    $
    
    
    
    $
    225,100
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The following table summarizes acquired intangibles by reporting unit. Other acquired
intangibles includes parts manufacturer regulatory approvals, proprietary technology, patents
and non-compete agreements.
 Industrial/Engine/Mobile
    
    
    EnvironmentalFiltration
    
    
    Filtration
    
    
    Packaging
    
    
    TotalBalance at February 28, 2009:Trademarks, gross
    
    $
    896
    
    
    $
    41,620
    
    
    $
    
    
    
    $
    42,516Less accumulated amortization
    
    
    32
    
    
    
    265
    
    
    
    
    
    
    
    297Trademarks, net
    
    $
    864
    
    
    $
    41,355
    
    
    $
    
    
    
    $
    42,219Customer relationships, gross
    
    $
    2,154
    
    
    $
    34,080
    
    
    $
    
    
    
    $
    36,234Less accumulated amortization
    
    
    1,109
    
    
    
    6,434
    
    
    
    
    
    
    
    7,543Customer relationships, net
    
    $
    1,045
    
    
    $
    27,646
    
    
    $
    
    
    
    $
    28,691Other acquired intangibles, gross
    
    $
    243
    
    
    $
    35,273
    
    
    $
    
    
    
    $
    35,516Less accumulated amortization
    
    
    241
    
    
    
    9,147
    
    
    
    
    
    
    
    9,388Other acquired intangibles, net
    
    $
    2
    
    
    $
    26,126
    
    
    $
    
    
    
    $
    26,128
 Amortization expense is estimated to be $4,888 in 2009, $4,465 in 2010, $4,404 in 2011, $4,389 in
2012 and $4,319 in 2013.9.
    
    GUARANTEES AND WARRANTIESThe Company has provided letters of credit totaling approximately $23,800 and $24,003 as of
February 28, 2009 and November 29, 2008, respectively, 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
obligations.In the ordinary course of business, the Company also provides routine indemnifications and other
guarantees whose terms range in duration and are often 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.Changes in the Companys warranty accrual during the three months ended February 28, 2009, are
as follows:
 Balance at November 29, 2008
    
    $
    2,494Accruals for warranties issued during the period
    
    
    157Accruals related to pre-existing warranties
    
    
    73Settlements made during the period
    
    
    (167
    )Other adjustments, including currency translation
    
    
    (8
    )Balance at February 28, 2009, included in other accrued liabilities
    
    $
    2,549
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10.
    
    RETIREMENT BENEFITSThe Company provides various retirement benefits, including defined benefit plans and
postretirement healthcare 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 EndedFebruary 28,
    
    March 1,2009
    
    2008Pension Benefits:Components of net periodic benefit cost:Service cost
    
    $
    450
    
    
    $
    650Interest cost
    
    
    2,297
    
    
    
    2,129Expected return on plan assets
    
    
    (1,713
    )
    
    
    (2,603
    )Amortization of unrecognized:Prior service cost
    
    
    33
    
    
    
    41Net actuarial loss
    
    
    389
    
    
    
    42Net periodic benefit cost
    
    $
    1,456
    
    
    $
    259Cash contributions
    
    $
    390
    
    
    $
    326Postretirement Healthcare Benefits:Components of net periodic benefit income:Interest cost
    
    $
    15
    
    
    $
    15Amortization of unrecognized:Prior service cost
    
    
    (31
    )
    
    
    (31
    )Net actuarial gain
    
    
    (46
    )
    
    
    (33
    )Net periodic benefit income
    
    $
    (62
    )
    
    $
    (49
    )Cash contributions
    
    $
    50
    
    
    $
    53
 The Companys policy is to contribute to its qualified U.S. and non-U.S. pension plans at least
the minimum amount required by applicable laws and regulations, to contribute to the
nonqualified plan when required for benefit payments, and to contribute to the postretirement
healthcare benefit plan an amount equal to the benefit payments. The minimum required
contribution to one of the Companys qualified U.S. pension plans for fiscal 2009 is
approximately $400. The Company, from time to time, makes contributions in excess of the minimum
amount required as economic conditions warrant. The Company has determined it will make a
voluntary contribution to its U.S. qualified plans of $180 in 2009. The Company has not
determined if it will make further contributions to its U.S. qualified plans in 2009. The
Company also expects to contribute $295 to its U.S. nonqualified plan, $363 to its non-U.S. plan
and $198 to its postretirement healthcare benefit plan to pay benefits during 2009.In addition to the plan assets related to its qualified plans, the Company has also funded
$1,330 and $1,428 at February 28, 2009 and November 29, 2008, respectively, into a restricted
trust for its nonqualified plan. This trust is included in other noncurrent assets in the
Consolidated Condensed Balance Sheets.
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Recent declines in the fair value of the plans assets may result in significant charges to
other comprehensive loss and a potential increase in the fiscal year 2010 pension expense to the
extent the effects are not offset by a change in the discount rate at the time of the Companys
annual pension measurement on November 30, 2009. The Companys required contributions to its plans may
also be affected.11.
    
    INCOME TAXESThe liability for gross unrecognized tax benefits was $2,113 at February 28, 2009 and $1,970 at
November 29, 2008. The net increase in the liability for the three months ended February 28,
2009 resulted from additions of current and prior period tax positions and changes in interest
and penalties of $143.At February 28, 2009, the amount of unrecognized tax benefit for permanent tax adjustments that,
if recognized, would impact the effective tax rate was $1,669. The Company recognizes interest
and penalties related to unrecognized tax benefits in income tax expense. As of February 28,
2009, the Company had $458 accrued for the payment of interest and penalties. The Company
believes it is reasonably possible that the total amount of unrecognized tax benefits as of
February 28, 2009, will decrease by $613 over the next twelve months as a result of expected
settlements with taxing authorities. Due to the various jurisdictions in which the Company files
tax returns and the uncertainty regarding the timing of settlements, it is possible that there
could be other significant changes in the amount of unrecognized tax benefits in fiscal 2009;
however, the amount cannot be estimated.The Company is regularly audited by federal, state and foreign tax authorities. The Internal
Revenue Service has completed its audits of the Companys U.S. income tax returns through fiscal
2005. With few exceptions, the Company is no longer subject to income tax examinations by state
or foreign tax jurisdictions for years prior to fiscal 2003.12.
    
    CONTINGENCIESThe 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 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 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.
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In the event of a change in control of the Company, termination benefits are likely to be
required for certain executive officers and other employees.13.
    
    RESTRUCTURING CHARGESAs discussed more fully in the 2008 Form 10-K, in July 2006, the Company began a restructuring
program focused on the heating, ventilating and air conditioning (HVAC) filter manufacturing
operations within its Industrial/Environmental Filtration segment. The Company anticipates that
the HVAC restructuring program will be completed in fiscal year 2009, and that realization of
the full benefits of the program will be achieved in fiscal year 2010. The majority of these
expenses have been paid as of February 28, 2009.As an ongoing part of this program, during the three months ended February 28, 2009, the
Company consolidated four Louisville, Kentucky area facilities into one location in
Jeffersonville, Indiana in order to realize cost savings and efficiency benefits. Severance
costs of $26 were accrued during the three months ended February 28, 2009 and were included in
cost of sales in the Condensed Consolidated Statements of Earnings.During the third quarter of fiscal year 2008, the Company also discontinued production at an
HVAC filter manufacturing plant in Henderson, North Carolina. The Company expensed $1,081 in
fiscal year 2008, which was included in cost of sales in the Condensed Consolidated Statements
of Earnings, mainly for employee termination costs and a pension curtailment expense of $516.
The Company expensed $27 related to the Henderson, North Carolina location during the three
months ended February 28, 2009, mainly for facility consolidation and employee termination
costs. Minimal additional charges related to facility consolidation costs will be recognized
when the Company exits that facility. The Company has classified land of $230 and building and
building fixtures of $2,995, which are included in plant assets, as assets held for sale
related to the North Carolina plant.During the second quarter of fiscal year 2008, the Company discontinued production at an HVAC
filter manufacturing plant in Davenport, Iowa. The Company expensed and paid $154 in fiscal
year 2008, which was included in cost of sales in the Condensed Consolidated Statements of
Earnings, mainly for employee termination costs. The Company did not incur any expenses related
to the Davenport, Iowa location during the three months ended February 28, 2009. Minimal
additional charges related to contract termination costs and facility consolidation costs will
be recognized when the Company exits a lease related to that facility.The Company discontinued production at an HVAC filter manufacturing plant in Kenly, North
Carolina in November 2006. Severance costs of $164 were accrued and paid during fiscal 2006 and
were included in cost of sales in the Condensed Consolidated Statements of Earnings.
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##### Table of Contents



14.
    
    SEGMENT DATAThe Company operates in three principal product segments: Engine/Mobile Filtration,
Industrial/Environmental Filtration and Packaging. The segment data for the three months ended
February 28, 2009, and March 1, 2008, 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.
 Three Months EndedFebruary 28,
    
    March 1,2009
    
    2008Net sales:Engine/Mobile Filtration
    
    $
    85,380
    
    
    $
    105,109Industrial/Environmental Filtration
    
    
    113,458
    
    
    
    126,422Packaging
    
    
    14,852
    
    
    
    18,650$
    213,690
    
    
    $
    250,181Operating profit:Engine/Mobile Filtration
    
    $
    13,301
    
    
    $
    22,342Industrial/Environmental Filtration
    
    
    663
    
    
    
    4,285Packaging
    
    
    (277
    )
    
    
    1,11213,687
    
    
    
    27,739Other expense
    
    
    (806
    )
    
    
    (3,509
    )Earnings before income taxes and
minority earnings
    
    $
    12,881
    
    
    $
    24,230February 28,
    
    November 29,2009
    
    2008(Unaudited)Identifiable assets:Engine/Mobile Filtration
    
    $
    249,572
    
    
    $
    252,380Industrial/Environmental Filtration
    
    
    633,172
    
    
    
    638,915Packaging
    
    
    37,900
    
    
    
    37,949Corporate
    
    
    32,331
    
    
    
    28,638$
    952,975
    
    
    $
    957,882
 15.
    
    RECENT ACCOUNTING PRONOUNCEMENTSIn December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R,
Business Combinations and SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The standards will affect the Companys accounting for businesses acquired after
November 28, 2009 and presentation of noncontrolling interests, previously called minority
interests, in its consolidated financial statements in fiscal year 2010.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). 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 other comprehensive earnings in the year in which
the changes occur. SFAS No. 158 also requires measurement of the funded status of a plan as of
the date of the statement of financial position. See Note I of the 2008 Form 10-K for
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further discussion of the impact of this change on the Companys consolidated financial
statements. SFAS No. 158s provisions regarding the change in the measurement date are effective
for the Companys fiscal year ending November 28, 2009. As permitted by SFAS No. 158, the
Company will use the measurements performed in fiscal year 2008 to estimate the effects of the
changes to the 2009 fiscal year-end measurement dates. The impact of the transition to fiscal
year-end measurement dates, which will be recorded as an adjustment to retained earnings in the
fourth quarter of fiscal year 2009, is expected to be immaterial to the consolidated financial
statements.
 In March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative Instruments and
Hedging Activities. This standard is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entitys financial position, financial performance and
cash flows. These requirements include the disclosure of the fair values of derivative
instruments and their gains and losses in a tabular format. The Company adopted SFAS No. 161
effective as of the beginning of the first quarter of fiscal year 2009.In June 2008, the FASB issued FASB Staff Position (FSP) EITF 03-6-1, Determining Whether
Instruments Granted in Share Based Payment Transactions Are Participating Securities. FSP EITF
03-6-1 requires that unvested share-based payment awards that contain nonforfeitable rights to
dividends or dividend equivalents (whether paid or unpaid) be considered participating
securities and be included in the computation of earnings per share pursuant to the two-class
method discussed in SFAS No. 128, Earnings per Share. FSP EITF 03-6-1 is effective for the
Companys fiscal year 2010 and requires the restatement of all previously reported earnings per
share data. The Company does not expect the adoption of FSP EITF 03-6-1 to have a material
impact on the consolidated financial statements.In December 2008, the FASB issued FSP SFAS 132R-1, Employers Disclosures about Postretirement
Benefit Plan Assets. FSP SFAS 132R-1 expands the disclosure set forth in SFAS No. 132R by
adding required disclosures about how investment allocation decisions are made by management,
major categories of plan assets and significant concentration of risk. Additionally, FSP SFAS
132R-1 requires an employer to disclose information about the valuation of plan assets similar
to that required under SFAS No. 157. This FSP will be effective for the Companys fiscal year
2010 and will affect the disclosures in the consolidated financial statements.
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
 Quarter toQuarterThree Months
    
    2009
    
    2008
    
    ChangeNet sales
    
    $
    213,690
    
    
    $
    250,181
    
    
    
    -14.6
    %Operating profit
    
    
    13,687
    
    
    
    27,739
    
    
    
    -50.7
    %Operating margin
    
    
    6.4
    %
    
    
    11.1
    %
    
    -4.7
    pts.Other expense
    
    
    806
    
    
    
    3,509
    
    
    
    -77.0
    %Provision for income yaxes
    
    
    4,096
    
    
    
    7,941
    
    
    
    -48.4
    %Effective tax rate
    
    
    28.3
    %
    
    
    25.4
    %
    
    2.9
    pts.Net earnings
    
    
    8,791
    
    
    
    16,149
    
    
    
    -45.6
    %Net earnings margin
    
    
    4.1
    %
    
    
    6.5
    %
    
    -2.4
    pts.Diluted earnings per share
    
    $
    0.17
    
    
    $
    0.32
    
    
    
    -46.9
    %Average diluted shares outstanding
    
    
    51,470,412
    
    
    
    51,211,190
    
    
    
    0.5
    %
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
      Quarter toQuarterThree Months
    
    2009
    
    
    2008
    
    
    ChangeEngine/Mobile Filtration
    
    $
    85,380
    
    
    $
    105,109
    
    
    
    -18.8
    %Industrial/Environmental
Filtration
    
    
    113,458
    
    
    
    126,422
    
    
    
    -10.3
    %Packaging
    
    
    14,852
    
    
    
    18,650
    
    
    
    -20.4
    %CLARCOR
    
    $
    213,690
    
    
    $
    250,181
    
    
    
    -14.6
    %
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
   Quarter toQuarterThree Months
    
    2009
    
    
    2008
    
    
    ChangeEngine/Mobile Filtration
    
    $
    13,301
    
    
    $
    22,342
    
    
    
    -40.5
    %Industrial/Environmental Filtration
    
    
    663
    
    
    
    4,285
    
    
    
    -84.5
    %Packaging
    
    
    (277
    )
    
    
    1,112
    
    
    
    -124.9
    %CLARCOR
    
    $
    13,687
    
    
    $
    27,739
    
    
    
    -50.7
    %Engine/Mobile Filtration
    
    
    15.6
    %
    
    
    21.3
    %
    
    -5.7
    pts.Industrial/Environmental Filtration
    
    
    0.6
    %
    
    
    3.4
    %
    
    -2.8
    pts.Packaging
    
    
    -1.9
    %
    
    
    6.0
    %
    
    -7.9
    pts.CLARCOR
    
    
    6.4
    %
    
    
    11.1
    %
    
    -4.7
    pts.
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
   Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    More than(Dollars in thousands)
    
    Total
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsLong-term debt (excluding line of credit)
    
    $
    9,019
    
    
    $
    114
    
    
    $
    178
    
    
    $
    1,317
    
    
    $
    7,410Interest payable on long-term debt
(excluding line of credit)
    
    
    862
    
    
    
    137
    
    
    
    170
    
    
    
    165
    
    
    
    390Line of credit
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    
    Interest payable on line of credit
    
    
    12,163
    
    
    
    3,173
    
    
    
    6,346
    
    
    
    2,644
    
    
    
    Unfunded nonqualified pension plan
    
    
    18,343
    
    
    
    295
    
    
    
    16,730
    
    
    
    479
    
    
    
    839Operating leases
    
    
    63,502
    
    
    
    9,778
    
    
    
    17,136
    
    
    
    11,199
    
    
    
    25,389Investment in affiliate
    
    
    794
    
    
    
    794
    
    
    
    
    
    
    
    
    
    
    
    Acquisitions
    
    
    9,281
    
    
    
    8,973
    
    
    
    227
    
    
    
    81
    
    
    
    Total
    
    $
    188,964
    
    
    $
    23,264
    
    
    $
    40,787
    
    
    $
    90,885
    
    
    $
    34,028
   Page 28




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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
           Page 29




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
      
    
    statements and assumptions relating to future operating results, 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, including acquisitions;
    
    statements relating to the Companys business and growth strategies; and
    
    any other statements or assumptions that are not historical facts.
 Page 30




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MANAGEMENTS DISCUSSION AND ANALYSIS
 OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CONTINUED
   Page 31




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Page 32




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##### Table of Contents



COMPANY
PURCHASES OF EQUITY SECURITIES
(1)(c)
    
    (d)(a)
    
    (b)
    
    Total number of
    
    Maximum approximateTotal
    
    Average
    
    shares purchased as
    
    dollar value of sharesnumber of
    
    price
    
    part of the
    
    that may yet beshares
    
    paid per
    
    Companys publicly
    
    purchased under thePeriod
    
    purchased
    
    share
    
    announced plan
    
    PlanNovember 30, 2008 through December 31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    187,210,241January 1, 2009 through January 31,
2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    187,210,241February 1, 2009 through February 28, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    187,210,241Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    187,210,241
 
 (1)
    
    The Purchase Plan announced June 25, 2007 for aggregate purchases up to $250 million. The program expires June 25, 2010. Page 33




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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 34




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##### Table of Contents



SIGNATURES
  CLARCOR Inc.
(Registrant)March 20, 2009
    By
    /s/ Norman E. Johnson(Date)
    
    Norman E. JohnsonChairman of the Board, President and
 Chief
Executive OfficerMarch 20, 2009
    By
    /s/ Bruce A. Klein(Date)
    
    Bruce A. KleinVice President  Finance and

Chief Financial Officer Page 35