##### Table of Contents





SECURITIES
    AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
 FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 1, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    ­
    ­ to ­
    ­   Commission File Number 1-11024
      DELAWARE

36-0922490(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)840 Crescent Centre Drive, Suite 600, Franklin, TN

37067(Address of principal executive offices)

(Zip Code)Registrants telephone number, including area code:

615-771-3100   
  Name of each exchangeTitle of each class

on which registeredCommon Stock, par value $1.00 per share

New York Stock Exchange

Preferred Stock Purchase Rights

New York Stock Exchange         þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  þ o o
  Rule 12b-2).  Yes o þ
      Form 10-K.




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##### 





TABLE
    OF CONTENTS
   
 PagePART IItem 1.


Business


1Five Year Performance of the Company


7Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


11Item 3.


Legal Proceedings


13Item 4.


Submission of Matters to a Vote of Security
    Holders


13Additional Item


Executive Officers of the Registrant


14PART IIItem 5.


Market for the Registrants Common Equity,
    Related  Stockholder Matters and Issuer Purchase of Equity
    Securities


15Item 6.


Selected Financial Data


16Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


16Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


29Item 8.


Financial Statements and Supplementary Data


29Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


29Item 9A.


Controls and Procedures


29Item 9B.


Other Information


29PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


29Item 11.


Executive Compensation


30Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


30Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


30Item 14.


Principal Accounting Fees and Services


30PART IVItem 15.


Exhibits and Financial Statement Schedules


30SIGNATURES


33Second Restated Certificate of IncorporationForm of Stock Option AgreementSummary of Compensation Paid to Non-Employee Directors and Named Executive DirectorsComputation of Certain RatiosThe "11-Year Financial Review"Subsidiaries of the RegistrantConsent of Independent Registered Public Accounting FirmCertification of Norman E. JohnsonCertification of Bruce A. KleinSection 1350 Certification of Norman E. JohnsonSection 1350 Certification of Bruce A. Klein




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##### Table of Contents



PART I  Item 1.
    Business.  (a)
    General
    Development of Business    Form 10-K Form 10-K),
  Certain
    Significant Developments.
  Acquisitions
  Form 10-Q
      Form 8-K Form 10-K.
  Litigation
    Settlements
   1




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paid-up
  HVAC
    Filter Production Restructuring
  Industrial/Environmental
  (b)
    Financial
    Information About Industry Segments  Form 10-K.
  (c)
    Narrative
    Description of the Business  Engine/Mobile
    Filtration
      Industrial/Environmental
    Filtration
     2




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Packaging
        Distribution
    U.S.-based non-U.S. automotive
    Form 10-K.
  Class of
    Products
   3




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Raw
    Materials
    Patents,
    Trademarks and Tradenames
      Seasonality
    Customers
          Backlog
    Competition
   4




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Product
    Development
        ®
  Environmental
    Factors
    and/or
   5




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Employees
    (d)
    Financial
    Information About Foreign and Domestic Operations and Export
    Sales  page F-30 Form 10-K.
  (e)
    Available
    Information  Form 10-K, Form 10-Q, Form 8-K
 6




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##### Table of Contents



5-year
    Performance of the Company  PERFORMANCE
    GRAPH
    TOTAL
    RETURN TO SHAREHOLDERS
  Comparison
    of Five-Year Cumulative Total Return*
    Among the Company, S&P SmallCap 600 Index and
    S&P Industrial Machinery Index
  COMPARISON OF CUMULATIVE FIVE YEAR TOTAL RETURN
  
    *
    
    Assumes that the value of the investment in the Companys
    Common Stock and each index was $100 on November 29, 2002
    and that all dividends were reinvested.    Company / Index

2002


2003


2004


2005


2006


2007CLARCOR Inc.


100



124.49



167.88



201.83



235.31



260.00S&P SmallCap 600 Index


100



94.33



124.30



151.26



171.67



191.49S&P 500 Industrial Machinery Index


100



107.63



134.63



170.14



171.21



191.42    7




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Item 1A.
    Risk
    Factors.  Our business faces a variety of risks. These risks include
    those described below and may include additional risks and
    uncertainties not presently known to us or that we currently
    deem immaterial. If any of the events or circumstances described
    in the following risk factors occur, our business, financial
    condition or results of operations may suffer, and the trading
    price of our common stock could decline. These risk factors
    should be read in conjunction with the other information in this
    2007
    Form 10-K.
  Our
    business is affected by the health of the markets we
    serve.
    Our
    manufacturing operations are dependent upon third-party
    suppliers.
    We
    could be adversely impacted by environmental laws and
    regulations.
  non-U.S. environmental
  Our
    operations outside of the United States are subject to
    political, investment and local business risks.
    
    local political and social conditions, including potential
    hyperinflationary conditions and political instability in
    certain countries;
    imposition of limitations on the remittance of dividends and
    payments by foreign subsidiaries;
    adverse currency exchange rate fluctuations, including
    significant devaluations of currencies;
    tax-related risks, including the imposition of taxes and the
    lack of beneficial treaties, that result in a higher effective
    tax rate for the Company;
    difficulties in enforcing agreements and collecting receivables
    through certain foreign legal systems;
    domestic and foreign customs, tariffs and quotas or other trade
    barriers; 8




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
    increased costs for transportation and shipping;
    difficulties in protecting intellectual property;
    risk of nationalization of private enterprises by foreign
    governments;
    managing and obtaining support and distribution channels for
    overseas operations;
    hiring and retaining qualified management personnel for our
    overseas operations;
    imposition or increase of restrictions on investment; and
    required compliance with a variety of local laws and regulations
    which may be materially different than those to which we are
    subject in the United States.    We
    face significant competition in the markets we
    serve.
    Increasing
    costs for manufactured components, raw materials,
    transportation, health care and energy prices may adversely
    affect our profitability.
    We
    face heightened legal challenges with respect to intellectual
    property.
    Our
    success depends in part on our development of improved products,
    and we may fail to meet the needs of customers on a timely or
    cost-effective basis.
   9




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The
    introduction of new and improved products and services could
    reduce our future sales.
    Our
    ability to operate effectively could be impaired if we fail to
    attract and retain key personnel.
    Our
    acquisition strategy may be unsuccessful.
    
    the focus of managements attention to the assimilation of
    the acquired companies and their employees and on the management
    of expanding operations;
    the incorporation of acquired products into our product line;
    the increasing demands on our operational and information
    technology systems;
    the failure to realize expected synergies;
    the potential loss of customers as a result of changes in
    control;
    the possibility that we have acquired substantial undisclosed
    liabilities; and
    the loss of key employees of the acquired businesses.  non-U.S. acquisitions.
   10




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We are
    a decentralized company, which presents certain
    risks.
    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.      Corporate
    Headquarters
    Engine/Mobile
    Filtration
    Segment.
  United
    States Facilities
  Location

Approximate Size

Owned or LeasedGothenburg, NE

19 acre site with 100,000 sq ft of manufacturing space.

OwnedKearney, NE

42 acre site with 516,000 sq ft of manufacturing and
    warehousing space, 25,000 sq ft of research and development
    space and 40,000 sq ft of office space.

OwnedLancaster, PA

11.4 acre site with 168,000 sq ft of manufacturing and
    office space.

OwnedYankton, SD

20 acre site with 170,000 sq ft of manufacturing space.

Owned   International
    Facilities
  Location

Approximate Size

Owned or LeasedWarrington, Cheshire, England

4 acre site with two facilities totaling 71,000 sq ft for
    manufacturing, warehousing and offices.

OwnedWeifang, Peoples Republic of China

14 buildings, constituting 300,000 sq ft of manufacturing,
    warehousing and administrative space.

LeasedQueretaro, Mexico

3 acre site with 76,000 sq ft of manufacturing, warehousing
    and administrative space.

OwnedCasablanca, Morocco

4 acre site with 95,000 sq ft of manufacturing, warehousing
    and administrative space.

Owned  11




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##### Table of Contents



and/or
  Industrial/Environmental
    Filtration
    Segment.
  United
    States Facilities
   Location

Approximate Size

Owned or LeasedAuburn Hills, MI

55,000 sq ft of warehousing and office space.

LeasedBirmingham, AL

9,000 sq ft of warehouse space.

OwnedBlue Ash, OH

17 acre site with 157,000 sq ft of manufacturing and office
    space.

OwnedCampbellsville, KY

100 acre site with 290,000 sq ft of manufacturing and
    office space.

OwnedCorona, CA

84,000 sq ft of manufacturing, warehousing and office space.

LeasedDallas, TX

83,500 sq ft of manufacturing, warehousing and office space.

LeasedGreensboro, NC

21 acre site with 88,000 sq ft of manufacturing,
    warehousing and office space.

Owned97,000 sq ft of manufacturing, warehousing and office space.

OwnedGoodlettsville, TN

33,000 sq ft of warehouse space.

OwnedHenderson, NC

226,000 sq ft of manufacturing, warehousing and office space.

Leased25 acres with 235,000 sq feet of manufacturing, warehousing
    and office space.

OwnedHouston, TX

88,000 sq ft of manufacturing, warehousing and office space.

LeasedJeffersontown, KY

7.5 acre site with 100,000 sq ft of manufacturing and
    office space.

OwnedLouisville, KY

99,000 sq ft of manufacturing, warehousing and office space.

LeasedMineola, NY

5 buildings totaling approx 31,000 sq ft of manufacturing and
    office space.

LeasedNew Albany, IN

142,000 sq ft of manufacturing, warehousing and office space.

LeasedOttawa, KS

41,000 sq ft of manufacturing and office space.

OwnedRockford, IL

83,000 sq ft of manufacturing, warehousing and office space.

LeasedPittston, PA

250,000 sq ft of manufacturing, warehousing and office space.

LeasedSacramento, CA

108,000 sq ft of manufacturing, warehousing and office space.

Leased40,000 sq ft of manufacturing, warehousing and office space.

OwnedShelby, NC

48,000 sq ft of manufacturing, warehousing and office space.

OwnedTulsa, OK

16 acre site with 142,000 sq ft of manufacturing and office
    space.

Owned  12




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International
    Facilities
  Location

Approximate Size

Owned or LeasedSt. Catharines, Ontario, Canada

25,000 sq ft of warehouse space.  Right to occupy 40,000 sq ft
    total (15,000 sq ft currently being sublet.)

LeasedLa Coruña, Spain

4 acre site with 61,000 sq ft of manufacturing and office
    space.

Owned   and/or United States International:
  Packaging
    Segment.
  Location

Approximate Size

Owned or LeasedRockford, IL

34 acre site with buildings totaling 394,000 sq ft of
    manufacturing, warehousing and office space.

OwnedLancaster, PA

11 acre site with 243,500 sq ft of manufacturing and office
    space.

Owned     Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   13




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ADDITIONAL
    ITEM: Executive Officers of the Registrant    Age at

Year ElectedName

12/1/07

to OfficeSam Ferrise


51



2003President, Baldwin Filters, Inc. Mr. Ferrise was appointed
    President of Baldwin Filters, Inc. in 2000. He became an
    executive officer of the Company in 2003 while retaining the
    same title with Baldwin Filters, Inc.Norman E. Johnson


59



2000Chairman of the Board, President and Chief Executive Officer.
    Mr. Johnson has been employed by the Company since 1990. He
    was elected President-Baldwin Filters, Inc. in 1990, Vice
    President-CLARCOR in 1992, Group Vice President-Filtration
    Products Group in 1993, President and Chief Operating Officer in
    1995 and Chairman, President and Chief Executive Officer in
    2000. Mr. Johnson has been a Director of the Company since
    June 1996.Bruce A. Klein


60



1995Vice President-Finance and Chief Financial Officer.
    Mr. Klein was employed by the Company and elected Vice
    President-Finance and Chief Financial Officer on January 3,
    1995. Mr. Klein also assumed the role of the Companys
    principal accounting officer when the Companys
    former Controller retired in March of 2006.Richard Larson


58



2006President, Industrial/Environmental Filtration. Mr. Larson
    was appointed President of United Air Specialists, Inc. in 2001,
    President of Clark Filter, Inc. in 2002 and President of CLARCOR
    Air Filtration Products, Inc. in 2006. He became an executive
    officer of the Company in 2006 while retaining all of the
    foregoing titles and positions.David J. Lindsay


52



1995Vice President-Administration and Chief Administrative Officer.
    Mr. Lindsay has been employed by the Company in various
    administrative positions since 1987. He was elected Vice
    President-Group Services in 1991, Vice President-Administration
    in 1994 and Vice President-Administration and Chief
    Administrative Officer in 1995.Richard M. Wolfson


41



2006Vice President-General Counsel and Corporate Secretary.
    Mr. Wolfson was employed by the Company and elected Vice
    President, General Counsel and Secretary in January of 2006.
    Prior to joining the Company, he was a principal of the
    InterAmerican Group, an advisory services and private equity
    firm, from 2001 until 2006.    14




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PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchase of Equity Securities.      Market PriceQuarter Ended

High


Low


DividendsMarch 3, 2007

$
35.32


$
30.25


$
0.0725June 2, 2007


34.00



29.57



0.0725September 1, 2007


44.01



32.31



0.0725December 1, 2007


40.00



32.90



0.0800Total Dividends









$
0.2975   Market PriceQuarter Ended

High


Low


DividendsMarch 4, 2006

$
34.82


$
29.17


$
0.0675June 3, 2006


36.72



31.10



0.0675September 2, 2006


33.22



26.87



0.0675December 2, 2006


34.55



29.38



0.0725Total Dividends









$
0.2750          15




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COMPANY
    PURCHASES OF EQUITY SECURITIES(1)
  Maximum ApproximateTotal Number of Shares


Dollar Value ofPurchased as Part of


Shares that may yetTotal Number of


Average Price Paid


the Companys Publicly


be Purchased underPeriod

Shares Purchased


per Share


Announced Plan


the PlanSept. 2 - Oct. 6, 2007


0



N/A



0


$
250,000,000Oct. 7 - Nov. 3, 2007


445,704


$
35.07



445,704


$
234,366,946Nov. 4 - Dec. 1, 2007


276,773


$
35.76



276,773


$
224,470,578Total


722,477


$
35.34



722,477


$
224,470,578     (1)
    
    Purchase Plan announced June 25, 2007 for aggregate
    purchases up to $250 million. Program expires June 25,
    2010.  Item 6.
    Selected
    Financial Data.  Form 10-K.
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation.    EXECUTIVE
    SUMMARY
  Management
    Discussion Snapshot
    (Dollars in millions except per share data)
  Year to





Year to2007


2006


Year %


2005


Year %Years Ended November 30

(52 Week Year)


(52 Week Year)


Change


(53 Week Year)


ChangeNet Sales

$
921.2


$
904.3



1.9
%

$
874.0



3.5
%Operating Profit


129.8



126.3



2.8
%


118.5



6.6
%Operating Margin


14.1
%


14.0
%


0.1
pts.


13.6
%


0.4
pts.Other Income/(Expense)


0.7



0.6



16.7
%


(0.6
)


200.0
%Provision for Income Taxes


39.7



43.8



(9.4
)%


41.0



6.8
%Net Earnings


90.7



82.7



9.6
%


76.4



8.3
%Diluted Earnings per Share

$
1.78


$
1.59



11.9
%

$
1.46



8.9
%Average Diluted Shares Outstanding


50,885,314



52,176,515



(2.5
)%


52,215,689



(0.1
)%    16




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
    In fiscal 2007, the Company recognized one-time tax benefits of
    $4.5 million, or $0.09 per diluted share, of which
    $4 million was recorded in the third quarter of 2007 and
    was related to the completion of various income tax audits and
    the finalization of certain income tax liabilities. The other
    $0.5 million was recorded in the first quarter of 2007 and
    related to the passage of the Research and Experimentation Tax
    Credit extension.
    The Company began a three-year restructuring program in 2006 for
    its heating, ventilating and air conditioning (HVAC) filter
    operations primarily to rationalize and relocate certain HVAC
    filter manufacturing plants to improve operating efficiencies
    and reduce manufacturing and transportation costs. The plan
    includes capital spending of approximately $22 million. The
    Company expected to realize significant cost savings beginning
    in 2007 and continuing over the next several years. However, due
    to equipment delays, the anticipated savings and efficiencies
    were not realized in 2007 but are expected in 2008. See a
    further discussion of this program in the Operating Profit
    section of this analysis.
    During fiscal 2006, the Company recorded a $2.7 million
    charge to operating profit related to a customers refusal
    to pay for products it had ordered and used. In addition, the
    Company terminated a $10 million annual sales contract with
    this customer. The Company settled the resulting lawsuit during
    2007. The specific terms of the settlement are confidential.
    CLARCOR recognized stock option expense of $2.9 million
    pre-tax or approximately $0.04 per diluted share, in 2007
    compared to $1.8 million pre-tax, or approximately $0.02
    per diluted share, in 2006. No stock option expense was recorded
    in prior years. 17




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
    In fiscal 2005, a one-time tax benefit of approximately
    $1.2 million, or $0.02 per diluted share, reduced income
    tax expense. This benefit resulted from the favorable settlement
    of a tax position related to a foreign subsidiary.  OPERATING
    RESULTS
  SALES
      2007 vs. 2006ChangeNET SALES (Dollars in millions)

2007


% Total


$


%Engine/Mobile Filtration

$
430.0



46.7
%

$
30.9



7.8
%Industrial/Environmental Filtration


414.5



45.0
%


(5.9
)


−1.4
%Packaging


76.7



8.3
%


(8.1
)


−9.6
%Total

$
921.2



100.0
%

$
16.9



1.9
%   2006 vs. 2005ChangeNET SALES (Dollars in millions)

2006


% Total


$


%Engine/Mobile Filtration

$
399.1



44.1
%

$
30.9



8.4
%Industrial/Environmental Filtration


420.4



46.5
%


(7.1
)


−1.6
%Packaging


84.8



9.4
%


6.5



8.3
%Total

$
904.3



100.0
%

$
30.3



3.5
%      18




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Industrial/Environmental
         19




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Operating
    Profit
        2007 vs. 2006 ChangeOPERATING PROFIT (Dollars in millions)

2007


% Total


$


%Engine/Mobile Filtration

$
98.8



76.1
%

$
6.2



6.7
%Industrial/Environmental Filtration


25.5



19.6
%






−0.3
%Packaging


5.5



4.3
%


(2.7
)


−32.6
%Total

$
129.8



100.0
%

$
3.5



2.8
%   2006 vs. 2005 ChangeOPERATING PROFIT (Dollars in millions)

2006


% Total


$


%Engine/Mobile Filtration

$
92.6



73.3
%

$
12.2



15.2
%Industrial/Environmental Filtration


25.5



20.2
%


(5.8
)


−18.3
%Packaging


8.2



6.5
%


1.4



20.2
%Total

$
126.3



100.0
%

$
7.8



6.6
%   OPERATING MARGIN AS A PERCENT OF NET SALES

2007


2006


2005Engine/Mobile Filtration


23.0
%


23.2
%


21.8
%Industrial/Environmental Filtration


6.1
%


6.1
%


7.3
%Packaging


7.2
%


9.7
%


8.7
%Total


14.1
%


14.0
%


13.6
%    20




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start-up
         21




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OTHER
    INCOME(EXPENSE)
    PROVISION
    FOR INCOME TAXES
      NET
    EARNINGS AND EARNINGS PER SHARE
    FINANCIAL
    CONDITION
  LIQUIDITY
    AND CAPITAL RESOURCES
     22




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23




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Payments Due by PeriodLess than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 Years(Dollars in millions)Long-Term Debt

$
17.4


$
0.1


$
0.2


$
1.3


$
15.8Interest Payments on Long-Term Debt


9.6



0.7



1.4



1.3



6.2Operating Leases


47.2



9.2



18.8



8.4



10.8Total

$
74.2


$
10.0


$
20.4


$
11.0


$
32.8     Off-Balance
    Sheet Arrangements
   24




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OTHER
    MATTERS
  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
      CRITICAL
    ACCOUNTING ESTIMATES
      
    Goodwill and Indefinite-lived Intangible Assets  The
    Company periodically reviews goodwill and indefinite-lived
    intangible assets for impairment. These reviews of fair value
    involve judgment and estimates of discount rates, transaction
    multiples and future cash flows for the reporting units that may
    be impacted by future sales and operating results for the
    reporting units, market conditions and worldwide economic
    conditions. The Company analyzed various discount rates,
    transaction multiples and cash flows for aggregated reporting
    units. A sensitivity analysis was prepared which indicated that
    if these assumptions were individually changed by 20%, there was
    no indication of impairment.
    Allowance for Losses on Accounts Receivable 
    Allowances for losses on customer accounts receivable balances
    are estimated based on economic conditions in the industries to
    which the Company sells and on historical experience by
    evaluating specific customer accounts for risk of loss,
    fluctuations in amounts owed and current payment trends. The
    Companys concentration of risk is also monitored and at
    year-end 2007, the largest outstanding customer account balance
    was $4.2 million and the five largest account balances 25




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totaled $17.6 million. The allowances provided are
    estimates that may be impacted by economic and market conditions
    which could have an effect on future allowance requirements and
    results of operations.  
    Pensions  The Companys pension obligations are
    determined using estimates including those related to discount
    rates, asset values and changes in compensation. The 6.25%
    discount rate used for the qualified plan for
    U.S. employees was determined based on the Citigroup
    Pension Discount Curve for cash flows at the plans
    estimated liability duration of 13.5 years. This rate was
    selected as the best estimate of the rate at which the benefit
    obligations could be effectively settled on the measurement date
    taking into account the nature and duration of the benefit
    obligations of the plan using high-quality fixed-income
    investments currently available (rated Aa or better) and
    expected to be available during the period to maturity of the
    benefits. The 8.0% expected return on plan assets was determined
    based on historical long-term investment returns as well as
    future expectations given target investment asset allocations
    and current economic conditions. The 4.0% rate of compensation
    increase represents the long-term assumption for expected
    increases in salaries among continuing active participants
    accruing benefits under the qualified plan. The assumptions are
    similarly determined for each pension obligation. Actual results
    and future obligations will vary based on changes in interest
    rates, stock and bond market valuations and employee
    compensation.    
    Income Taxes  The Company is required to estimate and
    record income taxes payable for each of the U.S. and
    international jurisdictions in which the Company operates. This
    process involves estimating actual current tax expense and
    assessing temporary differences resulting from differing
    accounting treatment between tax and book which result in
    deferred tax assets and liabilities. In addition, accruals are
    also estimated for federal, state and international tax matters
    for which deductibility is subject to interpretation. Taxes
    payable and the related deferred tax differences may be impacted
    by changes to tax laws, changes in tax rates and changes in
    taxable profits and losses. Reserves are also estimated for
    uncertain tax positions that are currently unresolved. The
    Company routinely monitors the potential impact of such
    situations and believes that it is properly reserved. The
    Companys accounting for income taxes in 2008 will be
    affected by the adoption of Financial Accounting Standards Board
    (FASB) Interpretation No. 48, Accounting for
    Uncertainty in Income Taxes (FIN 48). See further
    discussion under Recent Relevant Accounting
    Pronouncements.  RECENT
    RELEVANT ACCOUNTING PRONOUNCEMENTS
     26




---



##### Table of Contents



OUTLOOK
        ®
   27




---



##### Table of Contents



FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K,
  
    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.  Form 10-K.
  Form 10-K.
 28




---



##### Table of Contents



Form 10-K, Form 10-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.  Form 10-K,
  Item 8.
    Financial
    Statements and Supplementary Data.  Form 10-K through F-31.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f), Internal Control  Integrated Framework
  Form 10-K.
  Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   29




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##### Table of Contents



Section 303A-12(a) Form 10-K Form 10-K
  Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)(1)
    Financial Statements
  Page No.Report of Independent Registered Public Accounting Firm


F-1Consolidated Balance Sheets at November 30, 2007 and 2006


F-2Consolidated Statements of Earnings for the years ended
    November 30, 2007, 2006 and 2005


F-3Consolidated Statements of Shareholders Equity for the
    years ended November 30, 2007, 2006 and 2005


F-4Consolidated Statements of Cash Flows for the years ended
    November 30, 2007, 2006 and 2005


F-5Notes to Consolidated Financial Statements


F-6   (a)(2)
    Financial Statement Schedule
  II. Valuation and Qualifying Accounts


S-1  30




---



##### Table of Contents



(a)(3)
    Exhibits
  2
.1

Agreement and Plan of Merger, dated as of October 17, 2007, by
    and among the Company, PECO Acquisition Company, Perry Equipment
    Corp., and PECO Management LLC, as the Shareholder
    Representative.  Incorporated by reference to Exhibit 2.1 to the
    Companys Current Report on Form 8-K filed October 18, 2007.3
.1*

The registrants Second Restated Certificate of
    Incorporation, as amended (restated for SEC filing purposes
    only).3
.2

The registrants By-laws, as amended. Incorporated by
    reference to Exhibit 3.1 to the Companys Current Report on
    Form 8-K filed December 19, 2007.3
.3

Certificate of Designation of Series B Junior Participating
    Preferred Stock of CLARCOR as filed with the Secretary of State
    of the State of Delaware on April 2, 1996. Incorporated by
    reference to Exhibit 4.5 to the Registration Statement on Form
    8-A filed April 3, 1996.4
.1

Certain instruments defining the rights of holders of long-term
    debt securities of CLARCOR and its subsidiaries are omitted
    pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. CLARCOR
    hereby agrees to furnish copies of these instruments to the SEC
    upon request.10
.1

The registrants Deferred Compensation Plan for Directors.
    Incorporated by reference to Exhibit 10.1 to the Companys
    Annual Report on Form 10-K for the fiscal year ended November
    30, 1984 (the 1984 10-K).+10
.2

The registrants Supplemental Retirement Plan. Incorporated
    by reference to Exhibit 10.2 to the 1984 10-K.+10
.2(a)

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

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

The registrants Supplemental Retirement Plan (as amended
    and restated effective December 1, 1994). Incorporated by
    reference to Exhibit 10.2(c) to the 1994 10-K.+10
.4

Form of Amended and Restated Employment Agreement with each of
    Sam Ferrise, Bruce A. Klein, David J. Lindsay and Richard M.
    Wolfson. Incorporated by Reference to Exhibit 10.4(a)(1) to the
    Companys Annual Report on Form 10-K for the fiscal year
    ended December 2, 2000 (the 2000
    10-K).+10
.4(b)

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

First Amendment to Amended and Restated Employment Agreement
    with Norman E. Johnson dated as of January 19, 2008.
    Incorporated by Reference to Exhibit 10.1 to the Companys
    Current Report filed on Form 8-K on January 23, 2008.+10
.4(d)

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

Executive Benefit Trust Agreement dated December 22, 1997.
    Incorporated by reference to Exhibit 10.4(e) to the 1997 10-K.+10
.5

The registrants 1994 Incentive Plan (the 1994
    Plan) as amended through June 30, 2000. Incorporated by
    Reference to Exhibit 10.5 to the 2000 10-K.+10
.5(a)

Amendment to the 1994 Plan adopted December 18, 2000.
    Incorporated by Reference to Exhibit 10.5(a) to the 2000 10-K.+10
.5(b)

The registrants 2004 Incentive Plan (the 2004
    Plan). Incorporated by reference to Exhibit A to the
    Companys Proxy Statement dated February 20, 2003 for the
    Annual Meeting of Shareholders held on March 24, 2003.+10
.5(c)

Amendment to the 1994 Plan and to the 2004 Plan. Incorporated by
    reference to Exhibit 10.5(c) to the Companys Annual Report
    for the fiscal year ended November 29, 2003 (the 2003
    10-K).+ 31




---



##### Table of Contents



10
.6

Credit Agreement dated as of December 18, 2007, by and among the
    Company, the lenders party thereto, J.P. Morgan Chase Bank,
    National Association, as administrative agent, and certain other
    lenders or affiliates thereof acting in the capacity of agent,
    book runner or arranger.  Incorporated by reference to Exhibit
    10.1 to the Companys Current Report on Form 8-K filed
    December 19, 2007.10
.7

Form of Stock Option Agreement used by Company for all employees
    receiving stock option awards, including grants to executive
    officers made in FY 2007. Incorporated by Reference to Exhibit
    10.7 to the 2006 10-K.+*10
.7(a)

Form of Stock Option Agreement used by Company for executive
    officers and certain other senior members of Company management
    receiving stock option awards in FY 2008.+10
.7(b)

Form of Restricted Stock Agreement used by Company for all
    employees receiving restricted stock units, including executive
    officers. Incorporated by Reference to Exhibit 10.7(a) to the
    2006 10-K.+10
.8

CLARCOR Value Added Incentive Plan.  Incorporated by reference
    to Exhibit A to the Companys Proxy Statement dated
    February 9, 2007 for the Annual Meeting of Shareholders held on
    March 26, 2007.*10
.9

Summary of Compensation Paid to Non-Employee Directors and Named
    Executive Officers+*12
.1

Computation of Certain Ratios.*13


The 11-Year Financial Review*21


Subsidiaries of the Registrant.*23


Consent of Independent Registered Public Accounting Firm.*31
.1

Certification of Norman E. Johnson, Chairman, President and
    Chief Executive Officer of the Company, pursuant to Rule
    13a-14(a) of the Exchange Act.*31
.2

Certification of Bruce A. Klein, Vice President 
    Finance and Chief Financial Officer of the Company, pursuant to
    Rule 13a-14(a) of the Exchange Act.*32
.1

Certification of Norman E. Johnson, Chairman, President and
    Chief Executive Officer of the Company, pursuant to Section 1350
    of Chapter 63 of Title 18 of the United States Code.*32
.2

Certification of Bruce A. Klein, Vice President 
    Finance and Chief Financial Officer of the Company, pursuant to
    Section 1350 of Chapter 63 of Title 18 of the United States
    Code.     *
    
    Filed herewith.+
    
    Management contract or compensatory plan or arrangement 32




---



##### Table of Contents



SIGNATURES         By:
    /s/  Norman
    E. Johnson   Chairman of the Board, President &
  Chief Executive Officer
    Date: January 28, 2008

By:

/s/  Norman
    E. JohnsonNorman E. JohnsonChairman of the Board, President & 
    Chief Executive Officer and DirectorDate: January 28, 2008

By:

/s/  Bruce
    A. KleinBruce A. Klein Vice President -- Finance &
    Chief Financial Officer &
    Chief Accounting OfficerDate: January 28, 2008

By:

/s/  J.
    Marc AdamJ. Marc AdamDirectorDate: January 28, 2008

By:

/s/  James
    W. Bradford, Jr.James W. Bradford, Jr.DirectorDate: January 28, 2008

By:

/s/  Robert
    J. BurgstahlerRobert J. BurgstahlerDirectorDate: January 28, 2008

By:

/s/  Paul
    DonovanPaul DonovanDirectorDate: January 28, 2008

By:

/s/  Robert
    H. JenkinsRobert H. JenkinsDirectorDate: January 28, 2008

By:

/s/  Philip
    R. Lochner, Jr.Philip R. Lochner, Jr.DirectorDate: January 28, 2008

By:

/s/  James
    L. PackardJames L. PackardDirector  33




---



##### Table of Contents



CLARCOR
    Inc.
  CONSOLIDATED
    FINANCIAL STATEMENTS
  For the
    years ended November 30,
    2007, 2006 and 2005
  34




---



##### 



TABLE OF
    CONTENTS
   
 PagesReport of Independent Registered Public
    Accounting Firm


F-1Financial Statements:Consolidated Balance Sheets


F-2Consolidated Statements of Earnings


F-3Consolidated Statements of Shareholders
    Equity


F-4Consolidated Statements of Cash Flows


F-5Notes to Consolidated Financial Statements


F-6   35




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM  
  Internal Control  Integrated Framework
      
    F-1




---



##### Table of Contents



CLARCOR
    Inc.CONSOLIDATED BALANCE SHEETS
    November 30, 2007 and 2006
    (Dollars in thousands except per share data)  2007


2006ASSETSCurrent assets:Cash and cash equivalents

$
36,059


$
29,051Restricted cash


1,055



1,619Short-term investments


4,884



32,195Accounts receivable, less allowance for losses of $11,143 for
    2007 and $12,548 for 2006


166,912



158,157Inventories


135,846



129,673Prepaid expenses and other current assets


6,968



8,306Deferred income taxes


20,196



21,339Total current assets


371,920



380,340Plant assets, at cost less accumulated depreciation


169,212



146,529Goodwill


124,718



116,032Acquired intangibles, less accumulated amortization


53,209



53,001Pension assets


8,341



19,851Deferred income taxes


294



829Other noncurrent assets


11,441



10,934Total assets

$
739,135


$
727,516LIABILITIESCurrent liabilities:Current portion of long-term debt

$
94


$
58Accounts payable and accrued liabilities


109,619



107,129Income taxes


4,458



11,241Total current liabilities


114,171



118,428Long-term debt, less current portion


17,329



15,946Postretirement health care benefits


947



3,980Long-term pension liabilities


15,104



17,476Deferred income taxes


25,485



27,159Other long-term liabilities


5,792



5,362Minority interests


4,577



1,656Total liabilities


183,405



190,007ContingenciesSHAREHOLDERS EQUITYCapital stock:Preferred, par value $1, authorized 5,000,000 shares, none
    issued






Common, par value $1, authorized 120,000,000 shares, issued
    49,218,822 in 2007 and 51,082,083 in 2006


49,219



51,082Capital in excess of par value






3,400Accumulated other comprehensive earnings


5,912



103Retained earnings


500,599



482,924Total shareholders equity


555,730



537,509Total liabilities and shareholders equity

$
739,135


$
727,516    F-2




---



##### Table of Contents



CLARCOR
    Inc.
  CONSOLIDATED STATEMENTS OF EARNINGS
 for the years ended November 30, 2007, 2006 and 2005
 (Dollars in thousands except per share data)
  2007


2006


2005Net sales

$
921,191


$
904,347


$
873,974Cost of sales


641,457



628,864



608,242Gross profit


279,734



275,483



265,732Selling and administrative expenses


149,920



149,155



147,240Operating profit


129,814



126,328



118,492Other income (expense):Interest expense


(1,010
)


(814
)


(636
)Interest income


1,619



1,727



928Other, net


86



(300
)


(862
)695



613



(570
)Earnings before income taxes and minority interests


130,509



126,941



117,922Provision for income taxes


39,675



43,795



40,968Earnings before minority interests


90,834



83,146



76,954Minority interests in earnings of subsidiaries


(175
)


(436
)


(561
)Net earnings

$
90,659


$
82,710


$
76,393Net earnings per common share:Basic

$
1.80


$
1.60


$
1.48Diluted

$
1.78


$
1.59


$
1.46Average number of common shares outstanding:Basic


50,345,774



51,570,165



51,658,347Diluted


50,885,314



52,176,515



52,215,689    F-3




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##### Table of Contents



CLARCOR
    Inc.
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
 for the years ended November 30, 2007, 2006 and 2005
 (Dollars in thousands except per share data)
  Common Stock





AccumulatedIssued


In Treasury


Capital in


OtherNumber





Number





Excess of


Comprehensive


Retainedof Shares


Amount


of Shares


Amount


Par Value


(Loss) Earnings


Earnings


TotalBalance, November 30, 2004


51,223,054


$
25,612






$



$
23,995


$
1,671


$
377,184


$
428,462Net earnings


























76,393



76,393Other comprehensive earnings, net of tax:Minimum pension liability adjustment






















(2,110
)






(2,110
)Translation adjustments






















(4,198
)






(4,198
)Total comprehensive earnings






























70,085Stock options exercised


602,897



479











(1,669
)










(1,190
)Tax benefit applicable to stock options


















6,789











6,789Issuance of stock under award plans


137,030



97











2,436











2,533Stock split






25,775



















(25,775
)


Purchase treasury stock










(368,200
)


(10,461
)














(10,461
)Retire treasury stock


(368,200
)


(368
)


368,200



10,461



(10,093
)










Cash dividends  $0.2588 per common share


























(13,385
)


(13,385
)Balance, November 30, 2005


51,594,781



51,595











21,458



(4,637
)


414,417



482,833Net earnings


























82,710



82,710Other comprehensive earnings, net of tax:Minimum pension liability adjustment






















166







166Translation adjustments






















4,574







4,574Total comprehensive earnings






























87,450Stock options exercised


388,492



388











1,974











2,362Tax benefit applicable to stock options


















3,540











3,540Issuance of stock under award plans


98,810



99











2,474











2,573Purchase treasury stock










(1,000,000
)


(28,909
)














(28,909
)Retire treasury stock


(1,000,000
)


(1,000
)


1,000,000



28,909



(27,909
)










Stock option expense


















1,863











1,863Cash dividends  $0.2750 per common share


























(14,203
)


(14,203
)Balance, November 30, 2006


51,082,083



51,082











3,400



103



482,924



537,509Net earnings


























90,659



90,659Other comprehensive earnings, net of tax:Minimum pension liability adjustment






















1,679







1,679Adjustment for initial adoption of SFAS No. 158






















(4,895
)






(4,895
)Translation adjustments






















9,025







9,025Total comprehensive earnings






























96,468Stock options exercised


353,215



353











3,638











3,991Tax benefit applicable to stock options


















3,028











3,028Issuance of stock under award plans


56,001



56











1,636











1,692Purchase treasury stock










(2,272,477
)


(74,863
)














(74,863
)Retire treasury stock


(2,272,477
)


(2,272
)


2,272,477



74,863



(14,631
)






(57,960
)


Stock option expense


















2,929











2,929Cash dividends  $0.2975 per common share


























(15,024
)


(15,024
)Balance, November 30, 2007


49,218,822


$
49,219






$



$



$
5,912


$
500,599


$
555,730    F-4




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##### Table of Contents



CLARCOR
    Inc.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 for the years ended November 30, 2007, 2006 and 2005
 (Dollars in thousands)
  2007


2006


2005Cash flows from operating activities:Net earnings

$
90,659


$
82,710


$
76,393Adjustments to reconcile net earnings to net cash provided by
    operations:Depreciation


20,858



20,891



19,749Amortization


2,531



2,188



1,338Minority interests in earnings of subsidiaries


175



436



561Net loss (gain) on dispositions of plant assets


1,003



433



(53
)Stock-based compensation expense


4,014



2,597



836Excess tax benefit from stock-based compensation


(2,759
)


(3,490
)


Changes in assets and liabilities, net of business acquisitions:Restricted cash


564



(1,619
)


Short-term investments


27,311



(21,795
)


(5,300
)Accounts receivable


(4,508
)


(4,702
)


(7,957
)Inventories


(2,929
)


(11,384
)


(395
)Prepaid expenses and other current assets


1,338



(1,037
)


(2,081
)Other noncurrent assets


104



(312
)


(661
)Accounts payable and accrued liabilities


(555
)


(5,167
)


(8,148
)Pension assets and liabilities, net


1,360



4,057



4,059Income taxes


(3,755
)


2,237



11,271Deferred income taxes


1,913



(2,462
)


(266
)Net cash provided by operating activities


137,324



63,581



89,346Cash flows from investing activities:Additions to plant assets


(37,024
)


(17,588
)


(24,032
)Business acquisitions, net of cash acquired


(12,319
)


(4,627
)


(28,133
)Dispositions of plant assets


1,539



373



653Other, net


(63
)


500



Net cash used in investing activities


(47,867
)


(21,342
)


(51,512
)Cash flows from financing activities:Payments under multicurrency revolving credit agreements










(7,500
)Payments on long-term debt


(4,623
)


(554
)


(811
)Sales of capital stock under stock option and employee purchase
    plans


6,229



6,535



5,790Excess tax benefit from stock-based compensation


2,759



3,490



Purchase of treasury stock


(74,863
)


(28,909
)


(10,461
)Cash dividends paid


(15,024
)


(14,203
)


(13,385
)Other, net










(9,332
)Net cash used in financing activities


(85,522
)


(33,641
)


(35,699
)Net effect of exchange rate changes on cash


3,073



1,951



(1,053
)Net change in cash and cash equivalents


7,008



10,549



1,082Cash and cash equivalents, beginning of year


29,051



18,502



17,420Cash and cash equivalents, end of year

$
36,059


$
29,051


$
18,502    F-5




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share data)  A.
    Accounting
    Policies  Principles
    of Consolidation
    Use of
    Managements Estimates
    Accounting
    Period
    Reclassifications
    Cash
    and Cash Equivalents, Restricted Cash and Short-term
    Investments
        Foreign
    Currency Translation
   F-6




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  Derivatives
      Comprehensive
    Earnings
      2007


2006


2005Minimum pension liability, net of tax

$
(2,099
)

$
(3,778
)

$
(3,944
)Impact of adopting SFAS No. 158, net of tax (See
    New Pronouncements section of this Note)


(4,895
)






Translation adjustments, net of tax


12,906



3,881



(693
)Accumulated other comprehensive earnings/(loss)

$
5,912


$
103


$
(4,637
)     Stock-based
    Compensation
     F-7




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    2005Net earnings, as reported

$
76,393Add stock-based compensation expense, net of tax, included in
    net earnings


531Less total stock-based compensation expense under the fair
    value-based method, net of tax


(8,486
)Pro forma net earnings

$
68,438Basic EPS, as reported

$
1.48Pro forma basic EPS

$
1.32Diluted EPS, as reported

$
1.46Pro forma diluted EPS

$
1.31     Accounts
    Receivable and Allowance for Losses
    Plant
    Assets
    Goodwill
    and Other Intangible Assets
   F-8




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
      Impairment
    of Long-Lived Assets
    Exit
    or Disposal Activities
    Income
    Taxes
    Revenue
    Recognition
    Product
    Warranties
    Research
    and Development
   F-9




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  Self-Insurance
    Guarantees
      New
    Pronouncements
         F-10




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  B.
    Acquisitions
    and Purchase of Minority Interest               F-11




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
          Cash

$
244Accounts receivable, less allowance for losses


1,312Inventory, net


468Prepaid assets


59Plant assets


3,493Goodwill


9,231Other acquired intangibles


10,567Total assets acquired


25,374Accounts payable and accrued liabilities


(369
)Net assets acquired

$
25,005    F-12




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  C.
    Inventories  first-in,
  2007


2006Raw materials

$
49,722


$
45,986Work in process


18,973



19,987Finished products


67,151



63,700$
135,846


$
129,673   D. Plant
    Assets
    2007


2006Land

$
8,242


$
7,156Buildings and building fixtures


93,665



87,561Machinery and equipment


274,893



255,760Construction in process


21,550



10,000398,350



360,477Less accumulated depreciation


229,138



213,948$
169,212


$
146,529   E.
    Goodwill
    and Acquired Intangibles    Industrial/Engine/Mobile


EnvironmentalFiltration


Filtration


Packaging


TotalBalance at November 30, 2005

$
15,678


$
98,600


$



$
114,278Acquisitions


303



599







902Currency translation adjustments


766



86







852Balance at November 30, 2006


16,747



99,285







116,032Acquisitions


6,134



875







7,009Currency translation adjustments


1,304



373







1,677Balance at November 30, 2007

$
24,185


$
100,533


$



$
124,718  F-13




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Industrial/Engine/Mobile


EnvironmentalFiltration


Filtration


Packaging


TotalBalance at November 30, 2006:Trademarks/trade names, gross

$
603


$
29,157


$



$
29,760Less accumulated amortization






14







14Trademarks/trade names, net

$
603


$
29,143


$



$
29,746Customer relationships, gross

$
1,970


$
16,666


$



$
18,636Less accumulated amortization


408



2,340







2,748Customer relationships, net

$
1,562


$
14,326


$



$
15,888Other acquired intangibles, gross

$
241


$
12,782


$



$
13,023Less accumulated amortization


214



5,442







5,656Other acquired intangibles, net

$
27


$
7,340


$



$
7,367   Industrial/Engine/Mobile


EnvironmentalFiltration


Filtration


Packaging


TotalBalance at November 30, 2007:Trademarks/trade names, gross

$
929


$
29,157


$



$
30,086Less accumulated amortization


12



248







260Trademarks/trade names, net

$
917


$
28,909


$



$
29,826Customer relationships, gross

$
2,176


$
18,777


$



$
20,953Less accumulated amortization


561



3,616







4,177Customer relationships, net

$
1,615


$
15,161


$



$
16,776Other acquired intangibles, gross

$
243


$
12,882


$



$
13,125Less accumulated amortization


227



6,291







6,518Other acquired intangibles, net

$
16


$
6,591


$



$
6,607        F-14




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    F.
    Accounts
    Payable and Accrued Liabilities    2007


2006Accounts payable

$
53,523


$
50,273Accrued salaries, wages and commissions


11,945



14,147Compensated absences


7,484



7,333Accrued insurance liabilities


11,412



11,799Other accrued liabilities


25,255



23,577$
109,619


$
107,129       Balance at November 30, 2006

$
1,486Accruals for warranties issued during the period


1,028Accruals related to pre-existing warranties


211Settlements made during the period


(1,056
)Other adjustments, primarily currency translation


(184
)Balance at November 30, 2007

$
1,485   G.
    Restructuring
    Charges     F-15




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  H.
    Long-Term
    Debt    2007


2006Industrial Revenue Bonds, at weighted average interest rates of
    3.73% and 3.62% at year-end

$
15,820


$
15,820Note payable, due March 2012, at a variable rate of interest
    that was 6% at year-end


1,283



Other


320



18417,423



16,004Less current portion


94



58$
17,329


$
15,946                F-16




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  I.
    Leases    J.
    Pension
    and Other Postretirement Plans      Before SFAS


SFAS No. 158


After SFASNo. 158


Adoption


No. 158Adoption


Adjustments


AdoptionPrepaid pension asset

$
18,524


$
(10,183
)

$
8,341Intangible pension asset


665



(665
)


Accrued pension liability


12,483



3,668



16,151Accrued postretirement liability


3,865



(2,705
)


1,160Accumulated other comprehensive loss, net of tax


(2,099
)


(4,895
)


(6,994
)Deferred tax asset


(248
)


(2,906
)


(3,154
)     non-U.S. pension non-U.S. plan
 F-17




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    OtherPension Benefits


Postretirement Benefits2007


2006


2007


2006Change in benefit obligation:Benefit obligation at beginning of year

$
131,238


$
126,967


$
1,479


$
1,770Currency translation


555



1,264







Service cost


2,819



3,329



1



20Interest cost


7,241



6,775



74



82Plan participants contributions


52



87







Actuarial gains


(8,145
)


(1,851
)


(189
)


(258
)Benefits paid


(5,903
)


(5,333
)


(613
)


(602
)Retiree contributions










408



467Benefit obligation at end of year

$
127,857


$
131,238


$
1,160


$
1,479Change in plan assets:Fair value of plan assets at beginning of year

$
110,347


$
100,131


$



$
Currency translation


417



956







Actual return on plan assets


14,612



14,043







Employer contribution


229



189







Plan participants contributions


52



87







Benefits paid


(5,610
)


(5,059
)






Fair value of plan assets at end of year

$
120,047


$
110,347


$



$
Funded status

$
(7,810
)

$
(20,891
)

$
(1,160
)

$
(1,479
)   F-18




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  OtherPension Benefits


Postretirement BenefitsAmounts recognized in the Consolidated Balance Sheets as of
    November 30, 2007 include:Other noncurrent assets

$
8,341


$
Current liabilities


(1,047
)


(213
)Long-term liabilities


(15,104
)


(947
)Accumulated other comprehensive loss, pre-tax


13,851



(2,705
)Net amount recognized

$
6,041


$
(3,865
)Amounts recognized in Accumulated Other Comprehensive Income,
    pre-tax, as of November 30, 2007 include:Net actuarial gain (loss)

$
13,090


$
(1,364
)Net prior service cost (credit)


761



(1,341
)Total pre-tax


13,851



(2,705
)Deferred taxes


(5,160
)


1,008Accumulated Other Comprehensive Income, after-tax

$
8,691


$
(1,697
)Reconciliation of funded status as of November 30, 2006:Accumulated benefit obligation

$
123,965


$
n/aAdditional benefit obligation for future salary increases


7,273



n/aBenefit obligation


131,238



1,479Fair value of plan assets


110,347



Funded status


(20,891
)


(1,479
)Unrecognized prior service cost


929



(1,463
)Unrecognized net actuarial loss / (gain)


28,370



(1,314
)Net amount recognized

$
8,408


$
(4,256
)Amounts recognized in the Consolidated Balance Sheets as of
    November 30, 2006 include:Prepaid benefit cost

$
19,851


$
Accrued benefit liability


(18,289
)


(4,256
)Other noncurrent assets


826



Accumulated other comprehensive loss, pre-tax


6,020



Net amount recognized

$
8,408


$
(4,256
)   OtherPension Benefits


Postretirement Benefits2007


2006


2007


2006Assumptions:Discount rate-qualified plans


6.25
%


5.75
%


5.75
%


5.50
%Discount rate-nonqualified plan


5.25
%


5.25
%


n/a



n/aRate of compensation increase-qualified plans


4.00
%


4.00
%


n/a



n/aRate of compensation increase-nonqualified plan


0.00
%


0.00
%


n/a



n/aMeasurement date


11/01/07



11/01/06



11/01/07



11/01/06  F-19




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  non-U.S. plan non-U.S. plan.
        2007


2006Equity securities


70.9
%


70.6
%Debt securities


23.6
%


23.4
%Real estate and other


5.5
%


6.0
%100.0
%


100.0
%     OtherPension


PostretirementBenefits


Benefits2008

$
5,847


$
2132009


6,155



1892010


11,226



1602011


18,727



1462012


6,983



1192013-2017


40,710



381  F-20




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Pension Benefits2007


2006


2005Components of net periodic benefit cost:Service cost

$
2,819


$
3,329


$
3,755Interest cost


7,241



6,775



6,236Expected return on plan assets


(8,601
)


(7,871
)


(7,483
)Amortization of unrecognized:Prior service cost


163



158



146Net actuarial loss


1,252



2,031



2,105Net periodic benefit cost

$
2,874


$
4,422


$
4,759Assumptions:Discount rate-qualified plans


5.75
%


5.50
%


5.50
%Discount rate-nonqualified plan


5.25
%


5.00
%


5.50
%Expected return on plan assets


8.00
%


8.00
%


8.00
%Rate of compensation increase-qualified plans


4.00
%


4.00
%


4.00
%Rate of compensation increase-nonqualified plan


0.00
%


6.50
%


6.50
%Measurement date


11/01/06



11/01/05



11/01/04       Other Postretirement Benefits2007


2006


2005Components of net periodic benefit cost:Service cost

$
1


$
20


$
30Interest cost


74



82



103Amortization of unrecognized:Prior service cost


(122
)


(122
)


(122
)Net actuarial gain


(126
)


(105
)


(77
)Net periodic benefit cost

$
(173
)

$
(125
)

$
(66
)Assumptions:Discount rate


5.50
%


5.00
%


5.50
%Measurement date


11/01/06



11/01/05



11/01/04  F-21




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
      K.
    Income
    Taxes    2007


2006


2005Current:Federal

$
30,046


$
38,614


$
33,608State


2,042



2,574



4,057Foreign


5,071



5,002



3,885Deferred


2,516



(2,395
)


(582
)$
39,675


$
43,795


$
40,968       2007


2006


2005Domestic income

$
111,701


$
110,956


$
106,162Foreign income


18,808



15,985



11,760$
130,509


$
126,941


$
117,922     Percent of Pre-Tax Earnings2007


2006


2005Statutory U.S. tax rates


35.0
%


35.0
%


35.0
%State income taxes, net of federal benefit


1.6



2.0



2.1Foreign sales






(0.4
)


(0.6
)Tax credits


(1.9
)


(0.8
)


(0.9
)Foreign taxes at different rates


(0.3
)


(0.1
)


(0.8
)Domestic production activities deduction


(0.8
)


(0.8
)


Settlement of certain tax liabilities


(3.2
)






Other, net






(0.4
)


(0.1
)Consolidated effective income tax rate


30.4
%


34.5
%


34.7
%  F-22




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    2007


2006Deferred tax assets:Deferred compensation

$
6,131


$
4,991Other postretirement benefits


(144
)


989Tax credits and foreign loss carryforwards


1,440



1,120Accounts receivable


4,658



6,001Inventories


4,333



4,473Accrued liabilities and other


5,754



5,407Valuation allowance


(760
)


(754
)Total deferred tax assets, net


21,412



22,227Deferred tax liabilities:Pensions


2,884



(71
)Plant assets


(16,133
)


(16,283
)Intangibles


(13,158
)


(10,864
)Total deferred tax liabilities


(26,407
)


(27,218
)Deferred tax liability, net

$
(4,995
)

$
(4,991
)       L.
    Gain
    on Insurance Settlement    M.
    Contingencies  and/or
 F-23




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
        N.
    Preferred
    Stock Purchase Rights    O.
    Incentive
    Plan    Stock
    Options
     F-24




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOutstanding at beginning of year


3,253,059


$
21.56



3,885,915


$
20.63



3,676,306


$
15.42Granted


453,525



33.60



61,550



35.08



1,374,865



27.50Exercised


(501,936
)


18.19



(627,656
)


16.98



(1,105,778
)


11.98Surrendered


(13,050
)


25.83



(66,750
)


22.59



(59,478
)


18.52Outstanding at end of year


3,191,598


$
23.79



3,253,059


$
21.56



3,885,915


$
20.63Options exercisable at end of year


2,694,598


$
22.36



2,935,709


$
21.64



3,511,015


$
20.63       2007


2006


2005Fair value of options exercised

$
2,051


$
2,649


$
3,444Total intrinsic value of options exercised


8,304



10,557



18,098Cash received upon exercise of options


4,924



4,388



3,628Tax benefit realized from exercise of options


3,028



3,540



6,789     Options Outstanding


Options ExercisableWeighted





Weighted





Weighted





WeightedAverage





Average





Average





AverageRange of




Exercise


Intrinsic


Remaining





Exercise


Intrinsic


RemainingExercise Prices

Number


Price


Value


Life in Years


Number


Price


Value


Life in Years$ 8.97 - $ 9.79


239,800


$
9.15


$
6,345,971



2.10



239,800


$
9.15


$
6,345,971



2.10$10.53 - $13.75


221,450



13.21



4,959,655



3.79



221,450



13.21



4,959,655



3.79$16.01 - $22.80


1,100,625



20.57



16,550,356



4.79



1,000,600



20.35



15,269,036



4.67$25.89 - $38.23


1,629,723



29.55



9,881,326



7.29



1,232,748



28.20



9,129,226



6.723,191,598


$
23.79


$
37,737,308



5.80



2,694,598


$
22.36


$
35,703,888



5.31  F-25




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    2007


2006


2005Risk-free interest rate


4.52
%


4.74
%


4.05
%Expected dividend yield


0.89
%


0.96
%


1.06
%Expected volatility factor


20.55
%


20.72
%


21.48
%Expected option term (in years):Original grants without reloads


6.1



6.9



6.4Original grants with reloads


n/a



n/a



5.0     Restricted
    Share Unit Awards
    2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateUnits


Fair Value


Units


Fair Value


Units


Fair ValueNonvested at beginning of year


58,466


$
24.75



110,441


$
23.32



107,543


$
16.92Granted


26,200



33.75











60,285



27.34Vested


(27,295
)


22.86



(43,259
)


20.86



(57,387
)


15.55Surrendered










(8,716
)


25.91







Nonvested at end of year


57,371


$
29.76



58,466


$
24.75



110,441


$
23.32       Directors
    Restricted Stock Compensation
   F-26




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Employee
    Stock Purchase Plan
    P.
    Earnings
    Per Share, Treasury Transactions and Stock Split    2007


2006


2005Net Earnings

$
90,659


$
82,710


$
76,393Basic EPS:Weighted average number of common shares outstanding


50,345,774



51,570,165



51,658,347Basic per share amount

$
1.80


$
1.60


$
1.48Diluted EPS:Weighted average number of common shares outstanding


50,345,774



51,570,165



51,658,347Dilutive effect of stock-based arrangements common shares
    outstanding


539,540



606,350



557,342Diluted weighted average number of common shares outstanding


50,885,314



52,176,515



52,215,689Diluted per share amount

$
1.78


$
1.59


$
1.46        F-27




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Q.
    Segment
    Information           F-28




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    2007


2006


2005Net sales:Engine/Mobile Filtration

$
430,029


$
399,090


$
368,183Industrial/Environmental Filtration


414,523



420,435



427,448Packaging


76,639



84,822



78,343$
921,191


$
904,347


$
873,974Operating profit:Engine/Mobile Filtration

$
98,832


$
92,598


$
80,414Industrial/Environmental Filtration


25,464



25,541



31,266Packaging


5,518



8,189



6,812129,814



126,328



118,492Other income (expense)


695



613



(570
)Earnings before income taxes and minority interests

$
130,509


$
126,941


$
117,922   Identifiable assets:Engine/Mobile Filtration

$
252,836


$
215,539


$
193,701Industrial/Environmental Filtration


399,861



380,955



372,120Packaging


41,754



43,952



43,551Corporate


44,684



87,070



65,900$
739,135


$
727,516


$
675,272Additions to plant assets:Engine/Mobile Filtration

$
18,541


$
8,861


$
10,350Industrial/Environmental Filtration


15,483



6,345



8,776Packaging


2,866



2,288



3,846Corporate


134



94



1,060$
37,024


$
17,588


$
24,032Depreciation and amortization:Engine/Mobile Filtration

$
9,240


$
8,307


$
7,404Industrial/Environmental Filtration


10,654



11,476



10,316Packaging


2,790



2,503



2,533Corporate


705



793



834$
23,389


$
23,079


$
21,087     F-29




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  2007


2006


2005Net sales:United States

$
674,331


$
698,026


$
682,672Europe


106,173



93,750



87,853Other international


140,687



112,571



103,449$
921,191


$
904,347


$
873,974Plant assets, at cost, less accumulated depreciation:United States

$
152,115


$
138,754


$
141,374Europe


5,695



5,914



5,784Other international


11,402



1,861



2,347$
169,212


$
146,529


$
149,505   R.
    Quarterly
    Financial Data (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total2007:Net sales

$
209,530


$
235,125


$
238,270


$
238,266


$
921,191Gross profit


60,980



70,769



72,858



75,127



279,734Net earnings


16,373



20,929



26,615



26,742



90,659Net earnings per common share:Basic

$
0.32


$
0.41


$
0.53


$
0.54


$
1.80Diluted

$
0.32


$
0.41


$
0.53


$
0.53


$
1.782006:Net sales

$
213,183


$
227,076


$
231,510


$
232,578


$
904,347Gross profit


63,774



67,117



71,821



72,771



275,483Net earnings


16,201



16,805



22,963



26,741



82,710Net earnings per common share:Basic

$
0.31


$
0.32


$
0.45


$
0.52


$
1.60Diluted

$
0.31


$
0.32


$
0.44


$
0.52


$
1.59   S.
    Subsequent
    Event   F-30




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
      Form 8-K/A
  Year ended November 30, 2007Net sales

$
1,034,800Net earnings


88,200Diluted earnings per share

$
1.66As of November 30, 2007Current assets

$
407,800Plant assets


189,100Goodwill


209,000Other acquired intangibles


97,500Other noncurrent assets


20,600Total assets

$
924,000Current liabilities

$
143,900Long-term debt


97,400Other long-term liabilities


55,000Shareholders equity


627,700Total liabilities and shareholders equity

$
924,000  F-31




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##### Table of Contents



CLARCOR
    Inc.
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
  for the
    years ended November 30, 2007, 2006, and 2005
 (Dollars
    in thousands)
  Column A

Column B


Column C


Column D


Column EAdditions(1)


(2)Balance at


Charged to


Charged to





Balance atbeginning


costs and


other





end ofDescription

of period


expenses


accounts


Deductions


Period2007:Allowance for losses on accounts receivable

$
12,548


$
508


$
1,690
(A)

$
3,617
(B)

$
11,1292006:Allowance for losses on accounts receivable

$
9,775


$
3,271


$
15
(A)

$
513
(B)

$
12,5482005:Allowance for losses on accounts receivable

$
9,557


$
1,293


$
(127
)(A)

$
948
(B)

$
9,775     S-1