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

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FORM 10-Q

(Mark One)

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

For the quarterly period ended March 30, 2002

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 0-7597

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

Massachusetts(State or other jurisdiction of incorporation or organization)

04-2502514(I.R.S. Employer Identification No.)15 Wellman Avenue,
North Chelmsford, Massachusetts(Address of principal executive offices)

01863(Zip Code)


(978) 251-6000(Registrant's telephone number, including area code)

NO CHANGE(Former name, former address and former fiscal year, if changed since last report)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

ClassCommon Stock, $1 par value

Outstanding at May 2, 20025,159,323 Shares


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COURIER CORPORATION        CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)        (Dollars in thousands except per share amounts)

|                                    |                     | QUARTER ENDED |        | SIX MONTHS ENDED |  
|----------------------------------- | ------------------- | ------------- | ------ | ---------------- | -
|
|Net sales                           |                     | $             | 48,503 |                  | $
|Cost of sales                       |                     |               | 33,977 |                  |  
|                                    |                     |               |        |                  |  
|                                    | Gross profit        |               |        | 14,526           |  
|Selling and administrative expenses |                     |               | 10,055 |                  |  
|Amortization of goodwill (Note A)   |                     |               |       |                  |  
|Interest expense                    |                     |               | 163    |                  |  
|Other income (Note E)               |                     |               |       |                  |  
|                                    |                     |               |        |                  |  
|                                    | Income before taxes |               |        | 4,308            |  
|Provision for income taxes (Note C) |                     |               | 1,443  |                  |  
|                                    |                     |               |        |                  |  
|                                    | Net income          |               | $      | 2,865            |  
|                                    |                     |               |        |                  |  
|Net income per share (Note D):      |                     |               |        |                  |  
|                                    | Basic               |               | $      | 0.56             |  
|                                    |                     |               |        |                  |  
|                                    | Diluted             |               | $      | 0.54             |  
|                                    |                     |               |        |                  |  
|Cash dividends declared per share   |                     | $             | 0.10   |                  | $
|                                    |                     |               |        |                  |  

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

2

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COURIER CORPORATION        CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)        (Dollars in thousands)

|                                                                                                                          |                                                                | March 30,
2002       |        | September 29,
2001
|------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------- | -------------------- | ------ | ------------------
|ASSETS                                                                                                                    |                                                                |                      |        |                   
|Current assets:                                                                                                           |                                                                |                      |        |                   
|                                                                                                                          | Cash and cash equivalents                                      |                      | $      | 41                
|                                                                                                                          | Accounts receivable, less allowance for uncollectible accounts |                      |        | 28,972            
|                                                                                                                          | Inventories (Note B)                                           |                      |        | 21,581            
|                                                                                                                          | Deferred income taxes                                          |                      |        | 2,819             
|                                                                                                                          | Other current assets                                           |                      |        | 289               
|                                                                                                                          |                                                                |                      |        |                   
|                                                                                                                          |                                                                | Total current assets |        |                   
|Property, plant and equipment, less accumulated depreciation: $92,788 at March 30, 2002 and $88,005 at September 29, 2001 |                                                                |                      | 42,441 |                   
|Goodwill and other intangibles, net (Note A)                                                                              |                                                                |                      | 25,490 |                   
|Prepublication costs                                                                                                      |                                                                |                      | 3,001  |                   
|Other assets                                                                                                              |                                                                |                      | 579    |                   
|                                                                                                                          |                                                                |                      |        |                   
|                                                                                                                          |                                                                | Total assets         |        | $                 
|                                                                                                                          |                                                                |                      |        |                   

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

3

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COURIER CORPORATION        CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)        (Dollars in thousands)

|                                           |                                                                                                    | March 30,
2002             |         | September 29,
2001 |       
|------------------------------------------ | -------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------------------ | ------
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                                    |                            |         |                    |       
|Current liabilities:                       |                                                                                                    |                            |         |                    |       
|                                           | Current maturities of long-term debt                                                               |                            | $       | 76                 |       
|                                           | Accounts payable                                                                                   |                            |         | 9,189              |       
|                                           | Accrued payroll                                                                                    |                            |         | 5,101              |       
|                                           | Accrued taxes                                                                                      |                            |         | 4,020              |       
|                                           | Other current liabilities                                                                          |                            |         | 6,317              |       
|                                           |                                                                                                    |                            |         |                    |       
|                                           |                                                                                                    | Total current liabilities  |         |                    | 24,703
|Long-term debt                             |                                                                                                    |                            | 8,963   |                    |       
|Deferred income taxes                      |                                                                                                    |                            | 3,036   |                    |       
|Other liabilities                          |                                                                                                    |                            | 2,882   |                    |       
|                                           |                                                                                                    |                            |         |                    |       
|                                           |                                                                                                    | Total liabilities          |         |                    | 39,584
|                                           |                                                                                                    |                            |         |                    |       
|Stockholders' equity:                      |                                                                                                    |                            |         |                    |       
|                                           | Preferred stock, $1 par valueauthorized 1,000,000 shares; none issued                             |                            |         |                    |       
|                                           | Common stock, $1 par valueauthorized 6,000,000 shares; issued 5,445,000 shares                    |                            |         | 5,445              |       
|                                           | Additional paid-in capital                                                                         |                            |         | 1,924              |       
|                                           | Retained earnings                                                                                  |                            |         | 81,406             |       
|                                           | Unearned compensation                                                                              |                            |         | (445               | )     
|                                           | Treasury stock, at cost: 295,000 shares at March 30, 2002 and 333,000 shares at September 29, 2001 |                            |         | (2,701             | )     
|                                           |                                                                                                    |                            |         |                    |       
|                                           |                                                                                                    | Total stockholders' equity |         |                    | 85,629
|                                           |                                                                                                    |                            |         |                    |       
|Total liabilities and stockholders' equity |                                                                                                    | $                          | 125,213 |                    | $     
|                                           |                                                                                                    |                            |         |                    |       

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

4

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COURIER CORPORATION        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)        (Dollars in thousands)

|                                                         |                                                                                 | SIX MONTHS ENDED                   |                                  
|-------------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------------- | ---------------------------------
|
|Operating Activities:                                    |                                                                                 |                                    |                                  
|                                                         | Net income                                                                      |                                    | $                                
|                                                         | Adjustments to reconcile net income to cash provided from operating activities: |                                    |                                  
|                                                         |                                                                                 | Depreciation and amortization      |                                  
|                                                         |                                                                                 | Deferred income taxes              |                                  
|                                                         |                                                                                 | Changes in assets and liabilities: |                                  
|                                                         |                                                                                 |                                    | Accounts receivable              
|                                                         |                                                                                 |                                    | Inventory                        
|                                                         |                                                                                 |                                    | Accounts payable                 
|                                                         |                                                                                 |                                    | Accrued taxes                    
|                                                         |                                                                                 |                                    | Other elements of working capital
|                                                         |                                                                                 |                                    | Other, net                       
|                                                         |                                                                                 |                                    |                                  
|                                                         |                                                                                 |                                    |                                  
|                                                         |                                                                                 |                                    |                                  
|Investment activities:                                   |                                                                                 |                                    |                                  
|                                                         | Capital expenditures                                                            |                                    |                                  
|                                                         | Prepublication costs                                                            |                                    |                                  
|                                                         | Proceeds from sale of assets (Note E)                                           |                                    |                                  
|                                                         |                                                                                 |                                    |                                  
|Cash used for investment activities                      |                                                                                 |                                    | (3,174                           
|                                                         |                                                                                 |                                    |                                  
|Financing activities:                                    |                                                                                 |                                    |                                  
|                                                         | Scheduled long-term debt repayments                                             |                                    |                                  
|                                                         | Decrease in long-term borrowings                                                |                                    |                                  
|                                                         | Cash dividends                                                                  |                                    |                                  
|                                                         | Proceeds from stock plans                                                       |                                    |                                  
|                                                         |                                                                                 |                                    |                                  
|Cash used for financing activities                       |                                                                                 |                                    | (8,015                           
|                                                         |                                                                                 |                                    |                                  
|Decrease in cash and cash equivalents                    |                                                                                 |                                    | (132                             
|Cash and cash equivalents at the beginning of the period |                                                                                 |                                    | 173                              
|                                                         |                                                                                 |                                    |                                  
|Cash and cash equivalents at the end of the period       |                                                                                 | $                                  | 41                               
|                                                         |                                                                                 |                                    |                                  

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

5

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COURIER CORPORATION        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Financial Statements

The balance sheet as of March 30, 2002, the statements of income for the three-month and six-month periods ended March 30, 2002 and
March 31, 2001, and the statements of cash flows for the six-month periods ended March 30, 2002 and March 31, 2001 are unaudited and, in the opinion of management, all
adjustments necessary for a fair presentation of such financial statements have been recorded. Such adjustments consisted only of normal recurring items. Certain amounts for fiscal 2001 have been
reclassified in the accompanying financial statements in order to be consistent with the current year's classification.

Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
("generally accepted accounting principles") have been condensed or omitted. The balance sheet data as of September 29, 2001 was derived from audited year-end financial statements,
but does not include disclosures required by generally accepted accounting principles. It is suggested that these interim financial statements be read in conjunction with the Company's most recent
Form 10-K and Annual Report for the year ended September 29, 2001.

New Accounting Pronouncements

Effective September 30, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets," which changes the accounting for goodwill and certain other intangible assets from an amortization method to an impairment-only approach. The Company completed the transitional
impairment test required by SFAS No. 142, during the second quarter of fiscal 2002, resulting in no change to the nature or carrying amounts of its intangible assets from the adoption of this
standard. If these rules had applied to goodwill for fiscal year 2001, the result would have been to increase related pretax income by approximately $350,000 and $700,000 for the second quarter and
the first half of fiscal 2001, respectively. The corresponding increase in net income after tax would have been approximately $250,000, or $.05 per diluted share in the second quarter of fiscal 2001
and $500,000, or $.10 per diluted share for the six months ended March 31, 2001. As of March 30, 2002, "Goodwill and other intangibles, net" consists of goodwill of $25.4 million
and other intangibles of $0.1 million; such goodwill has been allocated $9.3 million to the book manufacturing segment and $16.1 million to the specialty publishing segment.

In
July 2000, the Emerging Issues Task Force (EITF) of the Financial Accounting Standards Board reached a consensus on Issue 00-10, "Accounting for Shipping and
Handling Fees and Costs." The Company adopted the provisions of EITF 00-10 in the fourth quarter of its fiscal year ended September 29, 2001. EITF 00-10 requires
companies to classify as revenues shipping and handling fees billed to customers. Results of last year's second quarter and first six months have been reclassified to conform to the fiscal 2002
presentation. The impact of this adoption was to increase both sales and cost of sales by approximately $0.9 million and $1.9 million in the second quarter and the first six months of
fiscal 2001, respectively, and thus had no impact on reported earnings.

B. INVENTORIES

Inventories are valued at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method for approximately 45%
of the Company's inventories at both March 30, 2002 and

6

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September 29, 2001. Other inventories are determined on a first-in, first-out (FIFO) basis. Inventories consisted of the following:

(000's Omitted)March 30,
2002

September 29,
2001Raw materials

$
2,607

$
2,573Work in process


5,698


5,743Finished goods


13,276


13,824Total

$
21,581

$
22,140


C. INCOME TAXES

The provision for income taxes differs from that computed using the statutory federal income tax rates for the following reasons:

|                                                      |       | (000's Omitted) |      
|----------------------------------------------------- | ----- | --------------- | -----
|
|
|Federal taxes at statutory rates                      |       | $               | 1,494
|State taxes, net of federal benefit                   |       |                 | 102  
|Goodwill amortization                                 |       |                 |     
|Foreign sales corporation (FSC) export related income |       |                 | (149 
|Other                                                 |       |                 | (4   
|                                                      |       |                 |      
|                                                      | Total |                 | $    
|                                                      |       |                 |      

D. NET INCOME PER SHARE

Following is a reconciliation of the shares used in the calculation of basic and diluted net income per share. Potentially dilutive shares, calculated using the
treasury stock method, consist of shares issued under the Company's stock option plans. Prior year shares have been adjusted to reflect a three-for-two stock split effected in
the form of a dividend distributed on August 31, 2001.

|                                       |  | (000's Omitted)
|-------------------------------------- |  | ---------------
|
|
|Average shares outstanding for basic   |  | 5,134          
|Effect of potentially dilutive shares  |  | 189            
|                                       |  |                
|Average shares outstanding for diluted |  | 5,323          
|                                       |  |                

7

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E. OTHER INCOME

In March 2001, the Company sold the assets of its subsidiary, The Home School, and ceased operating this business. The proceeds from the sale were
$0.8 million resulting in a pretax gain of approximately $300,000 and an after-tax gain of approximately $200,000, or $.04 per diluted share.

During
the first quarter of fiscal 2001, the Company completed the sale of its Raymond, NH facility. In February 2000, the Company entered into a five-year lease
agreement for this facility, which had been vacant. The lease provided for a purchase option at a price of $1.3 million. The option was exercised in August 2000 and the transaction
closed in October 2000, resulting in a pretax gain of approximately $0.9 million and approximately $0.6 million after tax, or $.10 per diluted share. Other income in the prior
year also includes $49,000 of net rental income from this facility.

F. BUSINESS SEGMENTS

The Company has three business segments: full-service book manufacturing, customized education and specialty publishing. The book manufacturing
segment offers a full range of services from production through storage and distribution for religious, educational and specialty trade book publishers. The customized education segment is comprised
of Courier Custom Publishing, a provider of customized college coursepacks and textbooks. Prior year results for this segment also included The Home School, which ceased operations in
March 2001 when substantially all of its assets were sold. The specialty publishing segment consists of Dover Publications, Inc., acquired by the Company in September 2000.

In
evaluating segment performance, management primarily focuses on income or loss before taxes and other income (see Note E). The elimination of intersegment sales and related
profit represents sales from the book manufacturing segment to the specialty publishing segment. Corporate expenses that are allocated to the segments include various support functions such as
information technology services,
finance, human resources and engineering, and include depreciation and amortization expense related to corporate assets.

8

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The
following table provides segment information for the three-month and six-month periods ended March 30, 2002 and March 31, 2001:

|                                   |               | (000's Omitted) |       
|---------------------------------- | ------------- | --------------- | ------
|
|
|Net sales:                         |               |                 |       
|Book manufacturing                 |               | $               | 40,500
|Customized education               |               |                 | 401   
|Specialty publishing               |               |                 | 8,854 
|Elimination of intersegment sales  |               |                 | (1,252
|                                   |               |                 |       
|                                   | Total company |                 | $     
|                                   |               |                 |       
|Income (loss) before taxes:        |               |                 |       
|Book manufacturing                 |               | $               | 3,635 
|Customized education               |               |                 | (44   
|Specialty publishing               |               |                 | 901   
|Elimination of intersegment profit |               |                 | (184  
|Other income                       |               |                 |      
|                                   |               |                 |       
|                                   | Total company |                 | $     
|                                   |               |                 |       

9

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Item 2.

COURIER CORPORATION  MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates:

The Company's consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles. The preparation of these
financial statements requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. On an ongoing basis, management
evaluates its estimates and judgments, including those related to collectibility of accounts receivable, recovery of inventories, goodwill, prepublication costs and income taxes. Management bases its
estimates and judgments on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying value of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from these
estimates. The significant accounting policies which management believes are most critical to aid in fully understanding and evaluating the Company's reported financial results include the following:

Accounts ReceivableManagement performs ongoing credit evaluations of the Company's customers and adjusts credit limits based
upon payment history and the customer's current credit worthiness. Collections and payments from customers are continuously monitored. A provision for estimated credit losses is determined based upon
historical experience and any specific customer collection issues that have been identified. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.

InventoriesManagement records a reserve for excess and obsolete inventory based primarily upon historical and forecasted
product demand. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

GoodwillEffective September 30, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 142, "Goodwill and Other Intangible Assets," which changes the accounting for goodwill and certain other intangible assets from an amortization method to an impairment-only
approach. The Company evaluates possible impairment whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company has completed the transitional
impairment test required by SFAS No. 142 resulting in no change to the nature or carrying amounts of its intangible assets from adoption of this standard. Changes in market conditions or poor
operating results could result in a decline in value thereby potentially requiring an impairment charge in the future.

Prepublication CostsThe Company capitalizes prepublication costs, consisting primarily of art and editorial costs incurred
in the creation of a book or other media. Prepublication costs are amortized on a straight-line basis over a four-year period. Management regularly evaluates the sales and
profitability of the products based upon historical and forecasted demand. Based upon this evaluation, adjustments may be required to amortization expense.

Income TaxesIncome tax liabilities and assets are determined based upon the differences among the financial statement and
tax bases of assets and liabilities, and taxes reported on the Company's tax returns. Changes in the recoverability of the Company's tax assets or audits by tax authorities could result in future
charges or credits to income tax expense.

10

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Results of Operations:

Sales in the second quarter of fiscal 2002 were $48.5 million compared to $50.0 million in the corresponding period last year. Sales from the
Company's book manufacturing segment were $40.5 million, a decrease of $3.2 million or 7% from the second quarter of fiscal 2001. Within this segment, sales to the religious market
increased by 5% while sales to the educational market declined 4% and specialty trade market declined 18% compared to the prior year. The rate of decrease in these two markets was significantly
improved from the previous quarter. The sales declines were the result of the slowdown in the economy and related cautiousness by publishers, distributors and retailers in managing their inventories.
Sales from the specialty publishing segment, which is comprised of Dover Publications, Inc. ("Dover"), were $8.9 million in the second quarter of fiscal 2002, a 31% increase over the
prior year period, partially due to a shift in last year's quarterly sales patterns. For the first six months of fiscal 2002, Dover's sales were up 13% from the first half of last year. The Company's
customized education segment, consisting of Courier Custom Publishing, had sales of approximately
$400,000 in the second quarter of fiscal 2002. Last year's second quarter sales were $500,000, which included revenues of approximately $120,000 for The Home School, which the Company divested in
March 2001. Revenues from Courier Custom Publishing occur primarily in the second and fourth quarters of the Company's fiscal year.

The
Company adopted EITF 00-10 "Accounting for Shipping and Handling Fees and Costs" in the fourth quarter of its fiscal year ended September 29, 2001. The impact of
the adoption of EITF 00-10 was to increase both sales and cost of sales by approximately $0.9 million and $1.9 million in the second quarter and the first half of fiscal
2001, respectively. It had no impact on net income.

Gross
profit increased to $14.5 million in the second quarter compared to $13.4 million in the same period last year, and as a percentage of sales increased to 30% of sales
from 27% of sales. The increase in gross profit margin reflects improvements in both the book manufacturing and specialty publishing segments. In the book manufacturing segment, despite the decrease
in second quarter sales, gross profit as a percentage of sales increased from 24% to 26% this year. This improvement was the result of tight cost controls and increased productivity attributed to new
equipment installed in the last two years. In the specialty publishing segment, gross profit as percentage of sales increased to 48% in the second quarter from 46% in the corresponding period last
year.

Selling
and administrative expenses increased to $10.1 million in the second quarter of fiscal 2002 from $9.5 million in the same period last year. As a percentage of
sales, selling and administrative expenses were 21% in the second quarter of fiscal 2002 compared to 19% in the corresponding period last year. Within the specialty publishing segment, selling and
administrative expenses of $3.1 million were 19% higher than the same period last year reflecting increased selling expenses such as commissions, as well as spending on e-commerce
and other marketing programs. In the book manufacturing segment, selling and administrative expenses in the second quarter increased by 2% and, as a percent of sales, from 15% to 17%, largely due to
the decrease in sales volume.

Amortization
of goodwill decreased by $344,000 from last year's second quarter, reflecting the Company's adoption, effective at the beginning of fiscal 2002, of Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." This standard changes the accounting for goodwill and certain other intangible assets from an amortization method
to an impairment-only approach. If these rules had applied to goodwill for the second quarter of fiscal 2001, the result would have been to increase related pretax income by $344,000 and
net income by approximately $250,000, or $.05 per diluted share.

Interest
expense was $163,000 in the second quarter of fiscal 2002 compared to $619,000 in the same period of fiscal 2001, reflecting decreased average borrowings of approximately
$23 million, as well as a reduction in average interest rates from 6.4% last year to 2.3% this year.

11

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Other
income in the second quarter of fiscal 2001 consisted of the gain on the sale of the assets of The Home School. The proceeds from the sale were $0.8 million resulting in a
pretax gain of approximately $300,000 and an after-tax gain of approximately $200,000, or $.04 per diluted share.

Second
quarter pretax income from the book manufacturing segment was $3.6 million, down less than 2% compared to the prior year period, and net income per diluted share was $.46,
the same as last year. The second quarter of fiscal 2001 included goodwill amortization in this segment of approximately $125,000, or $.03 per diluted share. Pretax income in the specialty publishing
segment was approximately $900,000, or $.10 per diluted share, compared to a pretax loss of approximately $300,000, or $.04 per diluted share, in the second quarter of fiscal 2001. Goodwill
amortization in the prior year's second quarter accounted for approximately $200,000, or $.02 per diluted share, of this improvement. Pretax losses in the customized education segment were
approximately $40,000, breakeven on a per share basis, compared to a pretax loss of approximately $260,000, or $.03 per diluted share, for the same period last year. This improvement reflects the sale
of The Home School operation in March 2001, as well as improvements this year in the remaining operation, Courier Custom Publishing.

The
Company's effective tax rate for the second quarter of fiscal 2002 was 33.5% compared to 34.5% for the same period last year due primarily to the impact of nondeductible goodwill
amortization in the prior year.

Net
income for the second quarter of fiscal 2002 was $2.9 million, or $.54 per diluted share, versus $2.1 million, or $.41 per diluted share, in the prior year. After
adjusting for the gain on the sale of The Home School assets and the adoption of the new accounting pronouncement on goodwill, net income was approximately $2.2 million, or $.42 per diluted
share, in the second quarter last year. The following table reflects the impact to both the second quarter and the first six months of last year for the adoption of the new accounting pronouncement on
goodwill amortization and the gains from The Home School and a real estate sale in fiscal 2001.

|                            |  | Second Quarter |       | First Half |  
|--------------------------- |  | -------------- | ----- | ---------- | -
|
|Prior year as reported      |  | $              | 2,133 |            | $
|Gains from asset sales      |  |                | (200  | )          |  
|Goodwill amortization       |  |                | 250   |            |  
|                            |  |                |       |            |  
|Adjusted prior year results |  | $              | 2,183 |            | $
|                            |  |                |       |            |  
|Current year results        |  | $              | 2,865 |            | $

For
the first six months ended March 30, 2002, sales were $94.2 million, a decline of 10% from the first half of fiscal 2001. Net income for the first half of fiscal 2002
was $5.5 million, or $1.04 per diluted share, compared with the prior year's net income of $4.8 million, or $.94 per diluted share, after the adjustments reflected in the table above. In
addition to the sale of The Home School, results for the first half of last year include the sale of the Company's Raymond, New Hampshire facility in the first quarter of fiscal 2001 (included in
"gains from asset sales" in the table above). In February 2000, the Company entered into a five-year lease agreement for this facility, which had been vacant. The lease provided for
a purchase option at a price of $1.3 million. The option was exercised in August 2000 and the transaction closed in October 2000, resulting in a pretax gain of approximately
$0.9 million and approximately $0.6 million after tax, or $.10 per diluted share.

For
the first half of fiscal 2002, book manufacturing segment sales were $78.8 million, 12% below the same period last year. For this segment, pretax income for the first six
months was $6.8 million, or $.87 per diluted share compared with $7.5 million, or $.95 per diluted share, for the first half of fiscal

12

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2001. Factors discussed for the quarter above similarly affected year-to-date results. The first half of this year was also impacted by start-up costs related to a
new press, which were partially offset by a pretax gain of approximately $200,000 on the sale of an old, unused press. Within the specialty publishing segment, sales for the first six months of fiscal
2002 were $17.4 million, an increase of 13% over the corresponding period last year. Pretax income for the first half of this year was $1.8 million, or $.21 per diluted share, compared
with breakeven results in the prior year period. For the first six months of fiscal 2002, sales in the customized education segment were $0.5 million compared with $0.9 million in the
first half of fiscal 2001. The sale of The Home School in March 2001, as well as improvements in the remaining custom publishing operation resulted in a reduction in the pretax loss from this
segment for the first six months of this year to $180,000, or $.02 per diluted share, compared to a loss of $610,000, or $.08 per diluted share in the first half of fiscal 2001.

For
purposes of computing diluted net income per share, weighted average shares outstanding increased by approximately 150,000 shares over last year's second quarter. The increase was
largely due to options exercised under the Company's stock plans. Prior year shares have been adjusted to reflect a three-for-two stock split effected in the form of a dividend
distributed on August 31, 2001.

Liquidity and Capital Resources:

During the first six months of fiscal 2002, operations provided approximately $11.1 million of cash. Net income was $5.5 million and depreciation
and amortization were $5.6 million. Working capital did not change significantly in the first half of fiscal 2002.

Investment
activities in the first half of fiscal 2002 used approximately $3.2 million of cash. Capital expenditures were approximately $2.3 million and prepublication
costs were approximately $0.8 million. For the entire fiscal year, capital expenditures are expected to approximate $8 million and prepublication costs are projected to be approximately
$2 million.

Financing
activities for the first six months of fiscal 2002 used approximately $8.0 million of cash including a decrease in long-term borrowings of
$7.5 million. Dividends utilized approximately $1.0 million of cash while proceeds from stock plans provided approximately $0.5 million of cash. At March 30, 2002, the
Company's borrowings under its $60 million long-term revolving credit facility were approximately $8.3 million. The Company believes that its cash from operations and
available credit facilities will be sufficient to meet its cash requirements through fiscal 2002.

The
following table summarizes the Company's contractual obligations and commitments to make future payments as well as its existing commercial commitments.

Payments due by period(dollars in thousands)

Total

Less than 1 Year

1 to 3 Years

4 to 5 Years

After 5 YearsContractual Payments:Long-Term Debt:Revolving credit facility

$
8,250




$
8,250Other long-term debt

$
789

$
76

$
245

$
176

$
292Operating Leases

$
12,907

$
3,652

$
7,157

$
1,763

$
335Other Commercial Commitments:Standby letters of credit

$
773Purchase commitments

$
1,193

$
1,193


The
Company's $60 million long-term revolving credit facility bears interest at a floating rate. Therefore, the Company is exposed to market risk for changes in
interest rates. At March 30, 2002 the interest rate in effect was 2.31%.

13

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The
revolving credit facility matures in March 2004 and borrowings of $8.25 million are included in scheduled principal payments due in 2004.

The
standby letters of credit expire in December 2002.

Forward-Looking Information:

Statements that describe future expectations, plans or strategies are considered "forward-looking statements" as that term is defined under the Private Securities
Litigation Reform Act of 1995 and releases issued by the Securities and Exchange Commission. The words "believe," "expect," "anticipate," "intend," "estimate" and other expressions which are
predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. Such statements are subject to risks and uncertainties that could
cause actual results to differ materially from those currently anticipated. Factors that could affect actual results include, among others, changes in customers' demand for the Company's products,
including seasonal changes in customer orders, changes in raw material costs, pricing actions by competitors, consolidation among customers and competitors, success in the integration of acquired
businesses, unanticipated changes in operating expenses, changes in technology, and general changes in economic conditions. Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements will prove to be accurate. The
forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes from the information concerning the Company's "Quantitative and Qualitative Disclosures About Market Risk" as previously
reported in the Company's Annual Report on Form 10-K for the year ended September 29, 2001.

14

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

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

The Annual Meeting of Stockholders of the registrant was held on January 17, 2002. Following are the matters voted on at the meeting.

Election of DirectorsAll nominees of the Board of Directors of the registrant were re-elected for a
three-year term.

Amendment to the Courier Corporation Articles of OrganizationStockholders voted to approve an amendment to the Courier
Corporation Articles of Organization increasing the number of authorized shares of common stock. Votes were cast as follows: 4,455,484 votes for, 418,388 votes against and 4,978 abstained.

Ratification/Approval of AccountantsStockholders voted to ratify and approve the selection by the Board of Directors of
Deloitte & Touche LLP as independent public accountants for the Corporation for the fiscal year ending September 28, 2002. Votes were cast as follows: 4,864,534 votes for, 12,125 votes
against and 2,191 abstained.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K



|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                      
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3           |  | Articles of Amendment of Courier Corporation (increasing number of shares of authorized Common Stock), as of January 17, 2002 (described in item #2 of the Company's Proxy Statement for the Annual Meeting of
Stockholders held on January 17, 2002, and incorporated herein by reference).



None.

15

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SIGNATURES

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

| |  | COURIER CORPORATION(Registrant)
| |  | -------------------------------

|                |  |                                                                                              
|--------------- |  | ---------------------------------------------------------------------------------------------
|May 9, 2002Date |  | /s/JAMES F. CONWAY IIIJames F. Conway III
Chairman, President and Chief Executive Officer    
|May 9, 2002Date |  | /s/ROBERT P. STORY, JR.Robert P. Story, Jr.
Senior Vice President and Chief Financial Officer
|May 9, 2002Date |  | /s/PETER M. FOLGERPeter M. Folger
Vice President and Chief Accounting Officer                

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