<SUBMISSION>
<ACCESSION-NUMBER>0000950137-02-000751
<TYPE>10-K405
<PUBLIC-DOCUMENT-COUNT>12
<PERIOD>20011201
<FILING-DATE>20020215
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CLARCOR INC
<CIK>0000020740
<ASSIGNED-SIC>3714
<IRS-NUMBER>360922490
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1130
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-K405
<ACT>34
<FILE-NUMBER>001-11024
<FILM-NUMBER>02550577
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2323 SIXTH ST
<STREET2>PO BOX 7007
<CITY>ROCKFORD
<STATE>IL
<ZIP>61125
<PHONE>8159628867
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2323 SIXTH STREET
<CITY>ROCKFORD
<STATE>IL
<ZIP>61125
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CLARK J L MANUFACTURING CO /DE/
<DATE-CHANGED>19871001
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>c66960e10-k405.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

<Table>
<Caption>
                           (MARK ONE)
<S> <C>
[X]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 1, 2001
                                 OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM  ____________________
COMMISSION FILE NUMBER 1-11024
</Table>

                                  CLARCOR Inc.
  ---------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

2323 Sixth Street, P.O. Box 7007, Rockford, Illinois                       61125
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:                 815-962-8867

Securities registered pursuant to Section 12(b) of the Act:

<Table>
<Caption>
                                          NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS              ON WHICH REGISTERED
          -------------------             ---------------------
<S>                                      <C>
Common Stock, par value $1.00 per share  New York Stock Exchange
Preferred Stock Purchase Rights
</Table>

Securities registered pursuant to Section 12(g) of the Act:

                                      None
              ----------------------------------------------------
                                (Title of Class)

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 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  X  No  __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]

The aggregate market value (based on the closing price of registrant's Common
Stock on February 1, 2002 as reported on the New York Stock Exchange Composite
Transactions) of the voting stock held by non-affiliates of the registrant as at
January 15, 2002 is $673,665,916.

The number of outstanding shares of Common Stock as of January 15, 2002 is
24,645,975 shares.

Certain portions of the registrant's 2001 Annual Report to Shareholders are
incorporated by reference in Parts I, II and IV. Certain portions of the
registrant's Proxy Statement dated February 15, 2002 for the Annual Meeting of
Shareholders to be held on March 19, 2002 are incorporated by reference in Part
III.
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     (a) General Development of Business

     CLARCOR Inc. ("CLARCOR") was organized in 1904 as an Illinois corporation
and in 1969 was reincorporated in the State of Delaware. As used herein, the
"Company" refers to CLARCOR and its subsidiaries unless the context otherwise
requires.

     The Company's fiscal year ends on the Saturday closest to November 30. For
fiscal year 2001 the year ended on December 1, 2001 and included 52 weeks. For
fiscal year 2000 the year ended on December 2, 2000 and included 53 weeks. In
this Form 10-K, all references to fiscal years are shown to begin on December 1
and end on November 30 for clarity of presentation.

     (i) Certain Significant Developments.

     On June 4, 2001 the Company acquired several filtration management
companies for approximately $33,258,000 in cash. After the acquisition the
acquired companies were combined into one company, Total Filtration Services,
Inc. ("TFS"). TFS is included in the Industrial/Environmental Filtration segment
of the Company's business.

     At the time of the acquisition, the acquired companies were engaged in the
business of supplying filtration products and equipment and filter maintenance
services to large manufacturing facilities including major automobile
manufacturing and assembly plants operated in the United States, Canada and
Mexico. The acquisition resulted in an increase of approximately $28,000,000 in
the Company's revenues for fiscal 2001.

     In addition to the continuation of its existing business, TFS has been made
primarily responsible for the operation and development of the Company's "Total
Filtration Program." Under the Program, the Company will offer customers the
ability to purchase from the Company the filters needed by that customer for its
facilities and its manufacturing, transportation and construction equipment.
Customers that now purchase a broad range of filter products and services from
multiple suppliers will be able, by taking advantage of the Program, to purchase
all of their filter requirements through TFS, thereby reducing administrative
burdens and uncertainty about filter pricing, availability, delivery,
performance and longevity. The Company is confident that it will be able to
serve its customers' total filtration needs because it believes that it now
manufactures and supplies the broadest range of filtration products in the
industry. While the Program is in an early stage, several total filtration
management contracts were completed late in 2001 and negotiations continue on
others. The Company expects that the impact of these contracts will grow over
the next several years as these customers' facilities are converted to the
Program. In the future, the Total Filtration Program will serve as an added
distribution channel for all of the Company's filtration products.

     (ii) Summary of Business Operations.

     During 2001, the Company conducted business in three principal industry
segments: (1) Engine/Mobile Filtration, (2) Industrial/Environmental Filtration
and (3) Packaging.

     Engine/Mobile Filtration. Engine/Mobile Filtration includes filters for
oil, air, fuel, coolants and hydraulic fluids for trucks, automobiles,
construction, mining and industrial equipment, locomotives, marine and
agricultural equipment.

     Industrial/Environmental Filtration. Industrial/Environmental Filtration
products are used primarily for commercial, residential and industrial
applications. The segment's industrial and environmental products include air
and antimicrobial treated filters and high efficiency electronic air cleaners
for commercial buildings, factories, residential buildings, paint spray booths,
gas turbine systems, medical facilities, motor vehicle cabins, clean rooms,
compressors and dust collector systems. The segment's process filtration
products include specialty filters, industrial process liquid filters, filters
for pharmaceutical processes, filtration systems for aircraft refueling,
anti-pollution and water recycling, bilge separators and sand control filters
for oil and gas drilling.

                                        2
<PAGE>

     Packaging. Packaging products include a wide variety of custom styled
containers and packaging items used primarily by the food, confectionery, spice,
drug, toiletries and chemical specialties industries. The segment's products
include lithographed metal containers, flat sheet decorated metal, combination
metal and plastic containers, plastic closures and various specialties, such as
spools for wire and cable and outer shells for dry cell batteries and film
canisters.

     (b) Financial Information About Industry Segments

     Business segment information for the fiscal years 1999 through 2001 is
included on pages 23 and 24 of the Company's 2001 Annual Report to Shareholders
(the "Annual Report"), is incorporated herein by reference and is filed as part
of Exhibit 13(a)(vi) to this 2001 Annual Report on Form 10-K ("2001 Form 10-K").

     (c) Narrative Description of the Business

ENGINE/MOBILE FILTRATION

     The Company's engine/mobile filtration products business is conducted by
the following wholly-owned subsidiaries: Baldwin Filters, Inc.; Clark Filter,
Inc.; Hastings Filters, Inc.; Baldwin Filters (Aust.) Pty. Ltd.; Baldwin Filters
N.V.; and Baldwin Filters Limited. In addition, the Company owns (i) 90% of
Filtros Baldwin de Mexico ("FIBAMEX"), (ii) 75% of Baldwin-Weifang Filters Ltd.,
and (iii) 80% of Baldwin-Unifil S.A.

     The companies market a full line of oil, air, fuel, coolant and hydraulic
fluid filters. The filters are used in a wide variety of applications and in
processes where filter efficiency, reliability and durability are essential.
Impure air or fluid flow through semi-porous paper, cotton, synthetic, chemical
or membrane filter media with varying efficiency filtration characteristics. The
impurities on the media are disposed of when the filter is changed. The
segment's filters are sold throughout the world, primarily in the replacement
market for trucks, automobiles, locomotives, marine, construction, industrial,
mining and agricultural equipment. In addition, some first-fit filters are sold
to the original equipment market.

INDUSTRIAL/ENVIRONMENTAL FILTRATION

     The Company's industrial/environmental filtration products business is
conducted by the following wholly-owned subsidiaries: Airguard Industries, Inc.
("Airguard"); Airklean Engineering Pte. Ltd.; Airguard Asia Sdn. Bhd.; Facet
USA, Inc. and related Facet companies in Italy, Spain, the United Kingdom and
other European locations ("Facet"); Filter Products, Inc.; Purolator Facet, Inc.
("PFI"); Purolator Products Air Filtration Company ("Purolator"); Total
Filtration Services, Inc. ("TFS"); United Air Specialists, Inc.; and United Air
Specialists (U.K.) Ltd. The segment's products are sold throughout the world.

     The companies market commercial and industrial air filters and systems,
electrostatic contamination control equipment and electrostatic high precision
spraying equipment. The air filters and systems remove contaminants from
recirculated indoor air and from process air which is exhausted outdoors. The
products represent a complete line of air cleaners with a wide range of uses for
maintaining high quality standards in interior air and exterior pollution
control.

     Additional products include specialty filters, filtration systems for
aircraft refueling, anti-pollution and water recycling, and bilge separators.
These products are used in a wide range of applications including commercial,
military and general aviation, marine, oil and gas drilling and refining,
chemical and pharmaceutical processes, utilities, paper mills and general
industry. The filters are used for the process filtration of liquids using a
variety of porous and sintered and non-sintered metal media filters, strainers,
separators, coalescers and absorbent media. Many of these filter products and
systems require special technical approvals and product certification in order
to meet commercial and military requirements.

     TFS does not manufacture filtration products or equipment. It is engaged in
the business of supplying a full range of filtration products and equipment
acquired from the Company's subsidiaries and non-affiliated manufacturers to
manufacturers as well as providing filter maintenance and cleaning services for
the customer's filtration equipment. In addition, TFS is promoting and
developing the Company's Total Filtration Program. See Item 1.(a) (i) above for
a description of that Program.

                                        3
<PAGE>

PACKAGING

     The Company's consumer and industrial packaging products business is
conducted by a wholly-owned subsidiary, J. L. Clark, Inc. ("J. L. Clark").

     J.L. Clark manufactures a wide variety of different types and sizes of
containers and packaging specialties. Metal, plastic and combination
metal/plastic containers and closures manufactured by the Company are used in
packaging a wide variety of dry and paste form products, such as food
specialties (tea, spices, cookies, potato chips, pretzels, candy and other
confections); beverages and juices; cosmetics and toiletries; drugs and
pharmaceuticals; and chemical specialties (hand cleaners, soaps and special
cleaning compounds). Other packaging products include shells for dry batteries,
film canisters, candles, spools for insulated and fine wire, and custom
decorated flat steel sheets.

     Containers and packaging specialties are manufactured only upon orders
received from customers, and individualized containers and packaging specialties
are designed and manufactured, usually with distinctive decoration, to meet each
customer's marketing and packaging requirements and specifications.

DISTRIBUTION

     Engine/Mobile Filtration and Industrial/Environmental Filtration products
are sold primarily through a combination of independent distributors, dealers
for original equipment manufacturers and directly to end-use customers such as
truck and equipment fleet users.

     The engine/mobile segment also distributes filtration products worldwide
through each of its subsidiaries. Baldwin Filters N.V. and Baldwin Filters
Limited primarily serve the European markets. Baldwin Filters (Aust.) Pty. Ltd.,
markets heavy duty liquid and air filters in Australia and New Zealand. FIBAMEX
manufactures filters in Mexico with distribution in Mexico and Central and South
America. Through the Company's investment in Baldwin-Weifang Filters Ltd., heavy
duty filters and electrostatic air pollution control systems are manufactured in
China for distribution in China. Additionally, through Baldwin-Unifil S.A., air
filtration products are manufactured in South Africa with distribution
throughout Africa, Great Britain, Europe and the Middle East.

     The industrial/environmental segment also distributes and services
filtration products and equipment through company-owned branches and
subsidiaries located throughout the United States, Europe, Singapore, Malaysia
and China.

     The Total Filtration Program is expected to become a significant
distribution channel for all of the filtration products and equipment
manufactured by the Company's subsidiaries.

     Packaging salespersons call directly on customers and prospective customers
for containers and packaging specialties. Each salesperson is trained in all
aspects of J.L. Clark's manufacturing processes with respect to the products
sold and is qualified to consult with customers and prospective customers
concerning the details of their particular requirements. In addition,
salespersons with expertise in specific areas, such as flat-sheet decorating,
are focused on specific customers and markets.

CLASS OF PRODUCTS

     No class of products accounted for as much as 10% of the total sales of the
Company.

RAW MATERIAL

     Steel, filter media, cartons, aluminum sheet and coil, stainless steel,
chrome vanadium, chrome silicon, resins, gaskets, roll paper, bulk and roll
plastic materials and cotton, wood and synthetic fibers and adhesives are the
most important raw materials used in the manufacture of the Company's products.
All of these are purchased or are available from a variety of sources. The
Company has no long-term purchase commitments. The Company did not experience
shortages in the supply of raw materials during 2001.

                                        4
<PAGE>

PATENTS, TRADEMARKS AND TRADENAMES

     Certain features of some of the Company's products are covered by domestic
and, in some cases, foreign patents or patent applications. While these patents
are valuable and important for certain products, the Company does not believe
that its competitive position is dependent upon patent protection. The Company
believes, however, that its trademarks and tradenames used in connection with
certain products are significant to its business.

CUSTOMERS

     The largest 10 customers of the Engine/Mobile Filtration segment accounted
for 21.1% of the $250,960,000 of fiscal year 2001 sales of such segment.

     The largest 10 customers of the Industrial/Environmental Filtration segment
accounted for 19.8% of the $346,394,000 of fiscal year 2001 sales of such
segment.

     The largest 10 customers of the Packaging segment accounted for 71.0% of
the $69,610,000 of fiscal year 2001 sales of such segment.

     No single customer accounted for 10% or more of the Company's consolidated
2001 sales.

BACKLOG

     At November 30, 2001, the Company had a backlog of firm orders for products
amounting to approximately $65,500,000. The backlog figure for 2000 was
approximately $74,300,000. Substantially all of the orders on hand at November
30, 2001 are expected to be filled during fiscal 2002.

COMPETITION

     The Company encounters strong competition in the sale of all of its
products. The Company competes in a number of filtration markets against a
variety of competitors. The Company is unable to state its relative competitive
position in all of these markets due to a lack of reliable industry-wide data.
However, in the replacement market for heavy duty liquid and air filters used in
internal combustion engines, the Company believes that it is among the top five
measured by annual sales. In addition, the Company believes that it is a leading
manufacturer of liquid and air filters for diesel locomotives. The Company
believes that for industrial and environmental filtration products, it is among
the top five competitors measured by annual sales.

     In the Packaging segment, its principal competitors include several
manufacturers whose specialty packaging segments are smaller than the Company's
and who often compete on a regional basis only. Strong competition is also
presented by manufacturers of paper, plastic and glass containers. The Company's
competitors generally manufacture and sell a wide variety of products in
addition to packaging products of the type produced by the Company and do not
publish separate sales figures relative to these competitive products.
Consequently, the Company is unable to state its relative competitive position
in those markets.

     The Company believes that it is able to maintain its competitive position
because of the quality and breadth of its products and services and the broad
geographic scope of its operations.

PRODUCT DEVELOPMENT

     The Company's Technical Centers and laboratories test product components
and completed products to insure high quality manufacturing results, evaluate
competitive products, aid suppliers in the development of product components,
and conduct controlled tests of newly designed filters, filtration systems and
containers for particular uses. Product development departments are concerned
with the improvement and creation of new filters, filtration systems, containers
and packaging products in order to broaden the uses of these items, counteract
obsolescence and evaluate other products available in the marketplace.

     In fiscal 2001, the Company employed 75 professional employees on either a
full-time or part-time basis on research activities relating to the development
of new products or the improvement or redesign of its

                                        5
<PAGE>

existing products. During this period the Company spent approximately $5,365,000
on such activities as compared with $6,942,000 for 2000 and $5,562,000 for 1999.

ENVIRONMENTAL FACTORS

     The Company is not aware of any facts which would cause it to believe that
it is in material violation of existing applicable standards respecting
emissions to the atmosphere, discharges to waters, or treatment, storage and
disposal of solid or hazardous wastes.

     The Company is party to various proceedings relating to environmental
issues. The U.S. Environmental Protection Agency (EPA) and/or other responsible
state agencies have designated the Company as a potentially responsible party
(PRP), along with other companies, in remedial activities for the cleanup of
waste sites under the federal Superfund statute.

     Environmental and related remediation costs are difficult to quantify for a
number of reasons including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of environmental regulation and the continuing
advancement of remediation technology. Applicable federal law may impose joint
and several liability on each PRP for the cleanup. It is the opinion of
management that additional liabilities, if any, resulting from these matters are
not expected to have a material adverse effect on the Company's financial
condition or consolidated results of operations.

     The Company does anticipate, however, that it may be required to install
additional pollution control equipment to augment existing equipment in the
future in order to meet applicable environmental standards. The Company is
presently unable to predict the timing or the cost of such equipment and cannot
give any assurance that the cost of such equipment may not have an adverse
effect on earnings. However, the Company is not aware, at this time, of any
current or pending requirement to install such equipment at any of its
facilities.

EMPLOYEES

     As of November 30, 2001, the Company had approximately 4,545 employees.

     (d) Financial Information About Foreign and Domestic Operations and Export
Sales

     Financial information relating to export sales and the Company's operations
in the United States and other countries is set forth on page 24 of the Annual
Report and is incorporated herein by reference and filed as Exhibit 13(a)(vi) to
this 2001 Form 10-K. The Company is not aware of any unusual risks attendant to
the conduct of its operations in other countries.

ITEM 2. PROPERTIES.

     (i) Location

     An office building owned by the Company located in Rockford, Illinois
houses the Corporate offices in 22,000 square feet of office space.

     Engine/Mobile Filtration. The following is a description of the principal
properties utilized by the Company in conducting its Engine/Mobile Filtration
business:

     The Baldwin Filters' Kearney, Nebraska plant contains 516,000 square feet
of manufacturing and warehousing space, 25,000 square feet of research and
development space, and 40,000 square feet of office space. The Kearney facility
is located on a site of approximately 40 acres. A manufacturing facility located
in Yankton, South Dakota has approximately 170,000 square feet of floor space on
a 21 acre tract. Both facilities are owned by the Company. In addition, Baldwin
has a capital lease for a 100,000 square foot manufacturing facility on a site
of 20 acres in Gothenburg, Nebraska.

                                        6
<PAGE>

     The Company also manufactures filters in Lancaster, Pennsylvania at its
Clark Filter plant. The building, constructed about 1968 on an 11.4 acre tract
of land, contains 168,000 square feet of manufacturing and office space and is
owned by the Company.

     The Company leases various facilities in Australia, Belgium, Mexico, South
Africa and the United Kingdom for the manufacture and distribution of filtration
products.

     Industrial/Environmental Filtration. The following is a description of the
principal properties utilized by the Company in conducting its
Industrial/Environmental Filtration business:

     Airguard has eight manufacturing and warehousing locations. It leases
318,000 square feet in New Albany, Indiana, 84,000 square feet in Corona,
California, 44,500 square feet in Dallas, Texas and 83,000 square feet in
Rockford, Illinois and a smaller facility in North Carolina. The Company owns
the following three facilities. The Airguard High Efficiency Filter plant,
located in Jeffersontown, Kentucky on a 7.5 acre tract of land, contains 100,000
square feet of manufacturing and office facilities. During December, 2000
Airguard began production of air filtration products in a 290,000 square foot
manufacturing facility in Campbellsville, Kentucky. Airguard's ATI manufacturing
and office facility in Ottawa, Kansas, contains 31,000 square feet.

     Airguard administrative and sales offices and distribution facilities are
located in leased facilities in Louisville, Kentucky; Cincinnati, Ohio; Toledo,
Ohio; Nashville, Tennessee; Atlanta, Georgia; Columbus, Ohio; Birmingham,
Alabama; Portland, Oregon; Commerce City, Colorado; Kansas City, Missouri;
Dallas, Texas; Corona, California and New Albany, Indiana. Airguard leases
facilities in Malaysia and Singapore.

     Facet owns manufacturing and distribution facilities in Tulsa, Oklahoma and
La Coruna, Spain. The Tulsa facilities contain approximately 142,000 square feet
on a 16 acre site. The La Coruna facility is on an approximately 17,000 square
meter site and the building contains 5,700 square meters. Facet also leases
facilities in Stillwell, Oklahoma; Tulsa, Oklahoma; Italy; Germany; France;
United Kingdom and The Netherlands.

     Purolator owns a 228,500 square-foot manufacturing and office facility in
Henderson, North Carolina on a site of approximately 25 acres. Purolator also
owns a 42,500 square foot manufacturing and office facility in Kenly, North
Carolina. Purolator leases sales, manufacturing and distribution facilities in
Fresno, California; Hayward, California; Sacramento, California; Davenport,
Iowa; Wichita, Kansas; Metuchen, New Jersey; Henderson, North Carolina; Sparks,
Nevada; Fairfax, Virginia and Auburn, Washington.

     Purolator Facet, Inc. ("PFI") owns a manufacturing and distribution
facility in Greensboro, North Carolina. This facility contains approximately
88,000 square feet on a 21 acre site. PFI also leases facilities in Greensboro,
North Carolina; Hebron, Connecticut and Middletown, Rhode Island.

     TFS leases 85,000 square feet of headquarters space in Rochester Hills,
Michigan. In addition, it leases office or warehouse space in Cincinnati, Ohio;
Toledo, Ohio; Fort Wayne, Indiana; Indianapolis, Indiana; Tonwanda, New York;
Saginaw, Michigan; and several locations in Mexico and Canada. It also owns an
office and warehouse facility consisting of a total of 33,000 square feet in
Goodlettsville, Tennessee.

     United Air Specialists ("UAS") has three owned facilities. The offices and
primary manufacturing facility of UAS are located in Blue Ash, Ohio (a suburb of
Cincinnati), on approximately 17 acres of land. This facility was built in 1978
and was expanded in 1991 and 1993 to a total of approximately 157,000 square
feet. UAS also has sales offices and a manufacturing facility in Warwick,
England which total approximately 13,200 square feet. In addition, UAS leases
sales and service facilities in Bad Camberg, Germany; Phoenix, Arizona; Hayward,
California; Anaheim, California; Louisville, Kentucky; Troy, Michigan; Jackson,
Mississippi and Houston, Texas.

     Filter Products Inc. owns a 40,000 square foot manufacturing and office
facility in Sacramento, California.

                                        7
<PAGE>

     Packaging.  The following is a description of the principal properties
utilized by the Company in conducting its Packaging business:

     The Company's J. L. Clark, Rockford, Illinois plant, located on 34 acres,
consists of one-story manufacturing buildings, the first of which was
constructed in 1910. Since then a number of major additions have been
constructed and an injection molding plant was constructed in 1972.
Approximately 450,000 square feet of floor area are devoted to manufacturing,
warehouse and office use. Of the 34 acres, approximately 12 are vacant.

     A J. L. Clark plant is located in Lancaster, Pennsylvania on approximately
11 acres. It consists of a two-story office building containing approximately
7,500 square feet of floor space and a manufacturing plant and warehouse
containing 236,000 square feet of floor space, most of which is on one level.
These buildings were constructed between 1924 and 1964.

     J. L. Clark also leases a manufacturing facility in Lathrop, California.

     The various properties owned by the Company are considered by it to be in
good repair and well maintained. Plant asset additions in 2002 are estimated at
$21,000,000 to $23,000,000 for land, buildings, equipment and machinery and cost
reduction projects.

     (ii) Function

     Engine/Mobile Filtration.  Oil, air, fuel, hydraulic fluid and coolant
filters are produced at the Baldwin and Hastings facilities in Kearney, and
Gothenburg, Nebraska and Yankton, South Dakota. The various processes of
pleating paper, winding cotton and synthetic fibers, placing the filter element
in a metal or fiber container and painting the containers are highly mechanized,
but require some manual assistance. The plants also maintain an inventory of
special dies and molds for filter manufacture.

     Oil, air and fuel filters, primarily for use in the railroad industry, are
produced at Clark Filter in Lancaster, Pennsylvania.

     Industrial/Environmental Filtration.  Air filters for the commercial,
residential and industrial markets are produced in the Airguard and Purolator
facilities. Dust collection systems, high efficiency electronic air cleaning
systems and electrostatic precision spraying systems are designed and
manufactured at the UAS facility in Cincinnati, Ohio.

     Specialty filter products for aviation, oil and gas drilling, military,
marine and paper and chemical processes are manufactured and assembled at the
PFI facilities in Greensboro, North Carolina. The manufacturing processes
include bonding and sintering metal, tungsten inert gas and electron beam
welding and diffusion-bonding of wire. Facet designs, manufactures and assembles
filters and filtration systems for aircraft refueling, power generation, water
treatment and general industrial applications at its United States and European
facilities. The company also uses outside contractors for assembly and
manufacturing of some of its products. Many of these products require special
commercial or military technical approvals or product certification.

     Depth media filters for the pharmaceutical, biotech and food and beverage
industries and other critical process filtration applications are manufactured
at the Filter Products Inc. facility in Sacramento, California.

     Packaging.  The Company's metal and combination metal and plastic packaging
products are produced at J. L. Clark plants located in Rockford, Illinois,
Lancaster, Pennsylvania, and Lathrop, California. The Rockford and Lancaster
plants are completely integrated facilities which include creative and
mechanical art departments and photographic facilities for color separation,
preparation of multiple-design negatives and lithographing plates. Metal sheets
are decorated on coating machines and lithographing presses connected with
conveyor ovens. Decorated sheets are then cut to working sizes on shearing
equipment, following which fabrication is completed by punch presses,
can-forming and can-closing equipment and other specialized machinery for
supplementary operations.

     Plastic packaging capabilities include molding and labeling of irregular
shaped plastic containers and customized plastic closures which have
tamper-evidence as well as convenience features.
                                        8
<PAGE>

ITEM 3. LEGAL PROCEEDINGS.

     The Company is involved in legal actions arising in the normal course of
business. Management is of the opinion that the outcome of these actions will
not have a material adverse effect on the Company's consolidated results of
operations or financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                        9
<PAGE>

ADDITIONAL ITEM: EXECUTIVE OFFICERS OF THE REGISTRANT

<Table>
<Caption>
                                                                 AGE AT     YEAR ELECTED
                            NAME                                11/30/01     TO OFFICE
                            ----                                --------    ------------
<S>                                                             <C>         <C>
Norman E. Johnson...........................................       53           2000
  Chairman 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.
William B. Walker...........................................       61           2000
  President, Environmental Filtration. Mr. Walker has been
employed by Airguard, a subsidiary of the Company since
1966. He was elected President of Airguard in 1994,
Executive Vice President-Industrial/Environmental Filtration
in 1999 and President, Environmental Filtration in 2000.
Bruce A. Klein..............................................       54           1995
  Vice 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.
David J. Anderson...........................................       63           1999
  Vice President-Corporate Development. Mr. Anderson has
been employed by the Company since 1990. He was elected Vice
President Marketing & Business Development for the CLARCOR
Filtration Products subsidiary in 1991, Vice
President-Corporate Development in 1993, Vice
President-International/Corporate Development in 1994 and
Vice President-Corporate Development in 1999.
David J. Lindsay............................................       46           1995
  Vice 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.
Peter F. Nangle.............................................       40           1999
  Vice President-Information Services and Chief Information
Officer. Mr. Nangle has been employed by the Company since
1993. He was elected Vice President-Information Services in
1994, Vice President-Information Services and Operations
Analysis, Chief Information Officer in 1997 and Vice
President-Information Services and Chief Information Officer
in 1999.
Marcia S. Blaylock..........................................       45           2000
  Vice President, Controller. Ms. Blaylock has been an
employee of the Company since 1974. She was elected
Assistant Secretary in 1994, Corporate Secretary in 1995,
Vice President and Corporate Secretary in 1996, Vice
President, Controller and Corporate Secretary in 1997 and
Vice President, Controller in 2000.
David J. Boyd...............................................       61           2000
  Vice President, General Counsel and Corporate Secretary.
Mr. Boyd became an officer of the Company in May 2000. Prior
to that date he served as a partner in the law firm of
Sidley Austin Brown & Wood since 1972.
</Table>

     Mr. James M. Suchomel was President of the Company's Process Filtration
Group until his death on October 24, 2001.

     Each executive officer of the Company is elected for a term of one year
which begins at the Board of Directors Meeting at which he or she is elected,
held at the time of the Annual Meeting of Shareholders, and ends on the date of
the next Annual Meeting of Shareholders or upon the due election and
qualification of his or her successor.

                                        10
<PAGE>

                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS.

     The Company's Common Stock is listed on the New York Stock Exchange; it is
traded under the symbol CLC. The following table sets forth the high and low
market prices as quoted during the relevant periods on the New York Stock
Exchange and dividends paid for each quarter of the last two fiscal years.

<Table>
<Caption>
                                                                MARKET PRICE
                                                              -----------------
                       QUARTER ENDED                           HIGH       LOW     DIVIDENDS
                       -------------                           ----       ---     ---------
<S>                                                           <C>       <C>       <C>
March 3, 2001...............................................  $25.375   $16.875    $.1175
June 2, 2001................................................   26.844    22.500     .1175
September 1, 2001...........................................   27.547    24.656     .1175
December 1, 2001............................................   27.594    21.906     .1200
                                                                                   ------
Total Dividends.............................................                       $.4725
                                                                                   ======
</Table>

<Table>
<Caption>
                                                                MARKET PRICE
                                                              -----------------
                       QUARTER ENDED                           HIGH       LOW     DIVIDENDS
                       -------------                           ----       ---     ---------
<S>                                                           <C>       <C>       <C>
February 26, 2000...........................................  $19.500   $16.063    $.1150
May 27, 2000................................................   19.750    17.000     .1150
August 26, 2000.............................................   21.375    17.375     .1150
December 2, 2000............................................   21.438    16.938     .1175
                                                                                   ------
Total Dividends.............................................                       $.4625
                                                                                   ======
</Table>

     The approximate number of holders of record of the Company's Common Stock
at January 15, 2002 is 1,500. In addition, the Company believes that there are
approximately 6,000 beneficial owners whose shares are held in street names.

ITEM 6. SELECTED FINANCIAL DATA.

     The information required hereunder is set forth on pages 26 and 27 of the
Annual Report under the caption "11-Year Financial Review," is incorporated
herein by reference and is filed as Exhibit 13(a)(ix) to this 2001 Form 10-K.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

     The information required hereunder is set forth on pages 7 through 11 of
the Annual Report under the caption "Financial Review," is incorporated herein
by reference and is filed as Exhibit 13(a)(x) to this 2001 Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The information required hereunder is set forth on page 10 of the Annual
Report under the caption "Financial Review -- Market Risk," is incorporated
herein by reference and is filed as Exhibit 13(a)(x) to this 2001 Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The Consolidated Financial Statements, the Notes thereto and the report
thereon of PricewaterhouseCoopers LLP, independent accountants, required
hereunder with respect to the Company and its consolidated subsidiaries are set
forth on pages 12 through 25, inclusive, of the Annual Report, are incorporated
herein by reference and are filed as Exhibits 13(a)(ii) through 13(a)(vii) to
this 2001 Form 10-K.

                                        11
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Certain information required hereunder is set forth on pages 1 and 2 of the
Company's Proxy Statement dated February 15, 2002 (the "Proxy Statement") for
the Annual Meeting of Shareholders to be held on March 19, 2002 under the
caption "Election of Directors -- Nominees for Election to the Board" and is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

     The information required hereunder is set forth on pages 6 through 13
inclusive, of the Proxy Statement under the caption "Compensation of Executive
Officers and Other Information" and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information required hereunder is set forth on pages 4 and 5 of the
Proxy Statement under the caption "Beneficial Ownership of the Company's Common
Stock" and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information required hereunder is set forth on page 4 of the Proxy
Statement under the caption "Certain Relationships and Related Transactions" and
is incorporated herein by reference.

                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.

     (a) Financial Statements

     The following financial information is incorporated herein by reference to
the Company's Annual Report to Shareholders for the fiscal year ended November
30, 2001:

     *Consolidated Balance Sheets at November 30, 2001 and 2000

     *Consolidated Statements of Earnings for the years ended November 30, 2001,
2000 and 1999

     *Consolidated Statements of Shareholders' Equity for the years ended
November 30, 2001, 2000 and 1999

     *Consolidated Statements of Cash Flows for the years ended November 30,
2001, 2000 and 1999

     *Notes to Consolidated Financial Statements

     *Report of Independent Accountants

     *Management's Report on Responsibility for Financial Reporting
------------------------------
*Filed herewith as part of Exhibit 13(a) to this 2001 Form 10-K

                                        12
<PAGE>

     The following items are set forth herein on the pages indicated:

Report of Independent Accountants..........................................  F-1

Financial Statement Schedules:

     II. Valuation and Qualifying Accounts.................................  F-2

     Financial statements and schedules other than those listed above are
omitted for the reason that they are not applicable, are not required, or the
information is included in the financial statements or the footnotes therein.

     (b) None

     (c) Exhibits

<Table>
<S>          <C>

 3.1         The registrant's Second Restated Certificate of
             Incorporation. Incorporated by reference to Exhibit 3.1 to
             the Company's Annual Report on Form 10-K for the fiscal year
             ended November 30, 1998.

 3.1(a)      Amendment to ARTICLE FOURTH of the Second Restated
             Certificate of Incorporation. Incorporated by reference to
             the Company's Proxy Statement dated February 18, 1999 for
             the Annual Meeting of Shareholders held on March 23, 1999.

 3.2         The registrant's By-laws, as amended. Incorporated by
             reference to Exhibit 3.2 to the Company's Annual Report on
             Form 10-K for the fiscal year ended November 30, 1995.

 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         Stockholder Rights Agreement dated as of March 28, 1996
             between the registrant and the First Chicago Trust Company
             of New York. Incorporated by reference to Exhibit 4 to the
             Company's Current Report on Form 8-K filed April 3, 1996.

 4.1(a)      First Amendment to Stockholders Rights Agreement dated as of
             March 23, 1999. Incorporated by reference to Exhibit 4 to
             the Company's Form 8-A/A filed March 29, 1999.

 4.2         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.

 4.2(a)      Multicurrency Credit Agreement dated as of September 9,
             1999. Incorporated by reference to Exhibit 4 to the
             Company's Current Report on Form 8-K filed September 17,
             1999.

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.

10.3         The registrant's 1984 Stock Option Plan. Incorporated by
             reference to Exhibit A to the Company's Proxy Statement
             dated March 2, 1984 for the Annual Meeting of Shareholders
             held on March 31, 1984.
</Table>

                                        13
<PAGE>

<Table>
<S>             <C>
 10.4           Employment Agreements with certain officers. Incorporated by reference to Exhibit 5 to the
                Company's Current Report on Form 8-K filed July 25, 1989.

 10.4(a)(1)     Form of Amended and Restated Employment Agreement with each of David J. Anderson, Marcia S.
                Blaylock, David J. Boyd, Bruce A. Klein, David J. Lindsay, Norman E. Johnson, Peter F. Nangle, and
                William B. Walker. 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)        Employment Agreement with Lawrence E. Gloyd dated July 1, 1997. Incorporated by reference to
                Exhibit 10.4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended November 30,
                1997 ("1997 10-K").

 10.4(c)        Employment Agreement with Norman E. Johnson dated July 1, 1997. Incorporated by reference to
                Exhibit 10.4(c) to the 1997 10-K.

 10.4(c)(1)     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(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 "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 Plan adopted December 18, 2000. Incorporated by Reference to Exhibit 10.5(a) to
                the 2000 10-K.

*13 (a)         The following items incorporated by reference herein from the Company's 2001 Annual Report to
                Shareholders ("2001 Annual Report"), are filed as Exhibits to this Annual Report Form 10-K:
</Table>

<Table>
<C>         <S>
       (i)       Business segment information for the fiscal years 1999
                 through 2001 set forth on pages 23 and 24 of the 2001
                 Annual Report (included in Exhibit 13(a)(vi) -- Note Q
                 of Notes to Consolidated Financial Statements);
      (ii)       Consolidated Balance Sheets of the Company and its
                 Subsidiaries at November 30, 2001 and 2000 set forth on
                 page 12 of the 2001 Annual Report;
     (iii)       Consolidated Statements of Earnings of the Company and
                 its Subsidiaries for the years ended November 30, 2001,
                 2000 and 1999 set forth on page 13 of the 2001 Annual
                 Report;
      (iv)       Consolidated Statements of Shareholders' Equity for the
                 Company and its Subsidiaries for the years ended
                 November 30, 2001, 2000 and 1999 set forth on page 14
                 of the 2001 Annual Report;
       (v)       Consolidated Statements of Cash Flows of the Company
                 and its Subsidiaries for the years ended November 30,
                 2001, 2000 and 1999 set forth on page 15 of the 2001
                 Annual Report;
      (vi)       Notes to Consolidated Financial Statements set forth on
                 pages 16 through 24 of the 2001 Annual Report;
     (vii)       Report of Independent Accountants set forth on page 25
                 of the 2001 Annual Report;
    (viii)       Management's Report on Responsibility for Financial
                 Reporting set forth on page 25 of the 2001 Annual
                 Report;
      (ix)       Information under the caption "11-Year Financial
                 Review" set forth on pages 26 and 27 of the 2001 Annual
                 Report; and
       (x)       Management's Discussion and Analysis of Financial
                 Condition and Results of Operation set forth under the
                 caption "Financial Review" on pages 7 through 11 of the
                 2001 Annual Report.
</Table>

                                        14
<PAGE>

<Table>
<S>         <C>

*21         Subsidiaries of the Registrant.

*23         Consent of Independent Accountants.
</Table>

---------------
* Filed herewith.

                                        15
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date: February 15, 2002                   CLARCOR Inc.
                                          (Registrant)

                                          By:    /s/ NORMAN E. JOHNSON
                                          --------------------------------------
                                                    Norman E. Johnson
                                             Chairman of the Board, President
                                                & Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<Table>
<S>                      <C>  <C>
Date: February 15, 2002  By:               /s/ NORMAN E. JOHNSON
                              ------------------------------------------------
                                             Norman E. Johnson
                                     Chairman of the Board, President &
                                    Chief Executive Officer and Director

Date: February 15, 2002  By:                 /s/ BRUCE A. KLEIN
                              ------------------------------------------------
                                               Bruce A. Klein
                                        Vice President -- Finance &
                                          Chief Financial Officer

Date: February 15, 2002  By:               /s/ MARCIA S. BLAYLOCK
                              ------------------------------------------------
                                             Marcia S. Blaylock
                               Vice President, Controller & Chief Accounting
                                                  Officer

Date: February 15, 2002  By:
                              ------------------------------------------------
                                                J. Marc Adam
                                                  Director

Date: February 15, 2002  By:                /s/ MILTON R. BROWN
                              ------------------------------------------------
                                              Milton R. Brown
                                                  Director

Date: February 15, 2002  By:
                              ------------------------------------------------
                                           Robert J. Burgstahler
                                                  Director

Date: February 15, 2002  By:               /s/ LAWRENCE E. GLOYD
                              ------------------------------------------------
                                             Lawrence E. Gloyd
                                                  Director
</Table>

                                        16
<PAGE>
<Table>
<S>                      <C>  <C>
Date: February 15, 2002  By:               /s/ ROBERT H. JENKINS
                              ------------------------------------------------
                                             Robert H. Jenkins
                                                  Director

Date: February 15, 2002  By:             /s/ PHILIP R. LOCHNER, JR.
                              ------------------------------------------------
                                           Philip R. Lochner, Jr.
                                                  Director

Date: February 15, 2002  By:                /s/ JAMES L. PACKARD
                              ------------------------------------------------
                                              James L. Packard
                                                  Director

Date: February 15, 2002  By:                /s/ KEITH E. WANDELL
                              ------------------------------------------------
                                              Keith E. Wandell
                                                  Director
</Table>

                                        17
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

Our audits of the consolidated financial statements referred to in our report
dated January 8, 2002 appearing on page 25 in the 2001 Annual Report to
Shareholders of CLARCOR Inc. and Subsidiaries (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the financial statement schedule listed in Item
14(a) of this Form 10-K (page 13, index of exhibits). In our opinion, the
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

                                          /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
January 8, 2002

                                       F-1
<PAGE>

                                  CLARCOR INC.

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999
                             (DOLLARS IN THOUSANDS)

<Table>
<Caption>
                  COLUMN A                      COLUMN B           COLUMN C             COLUMN D      COLUMN E
--------------------------------------------   ----------   -----------------------    ----------    ----------
                                                                   ADDITIONS
                                                            -----------------------
                                                               (1)          (2)
                                               BALANCE AT   CHARGED TO   CHARGED TO                  BALANCE AT
                                               BEGINNING    COSTS AND      OTHER                       END OF
                DESCRIPTION                    OF PERIOD     EXPENSES     ACCOUNTS     DEDUCTIONS      PERIOD
--------------------------------------------   ----------   ----------   ----------    ----------    ----------
<S>                                            <C>          <C>          <C>           <C>           <C>
2001:
Allowance for losses on accounts
  receivable................................     $5,027       $1,628       $2,286(A)     $1,021(B)     $7,920
                                                 ======       ======       ======        ======        ======
2000:
Allowance for losses on accounts
  receivable................................     $5,155       $1,167       $   17(A)     $1,312(B)     $5,027
                                                 ======       ======       ======        ======        ======
1999:
Allowance for losses on accounts
  receivable................................     $2,711       $  975       $2,255(A)     $  786(B)     $5,155
                                                 ======       ======       ======        ======        ======
</Table>

NOTES:

(A) Due to business acquisitions.

(B) Bad debts written off during year, net of recoveries.

                                       F-2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(II)
<SEQUENCE>3
<FILENAME>c66960ex13-aii.txt
<DESCRIPTION>CONSOLIDATED BALANCE SHEETS
<TEXT>
<PAGE>
                                                               EXHIBIT 13(a)(ii)
--------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
NOVEMBER 30, 2001 AND 2000
(Dollars in thousands except per share data)

<TABLE>
<CAPTION>
ASSETS                                                             2001           2000
----------------------------------------------------------------------------------------
<S>                                                           <C>            <C>
Current assets:

  Cash and short-term cash investments ..................     $   7,418      $  10,864
  Accounts receivable, less allowance for losses of $7,920
     for 2001 and $5,027 for 2000 .......................       115,003        110,083
  Inventories ...........................................       104,291        100,561
  Prepaid expenses and other current assets .............         4,120          3,640
  Deferred income taxes .................................        13,518          5,331
                                                            ----------------------------
        Total current assets ............................       244,350        230,479
                                                            ----------------------------

Plant assets, at cost less accumulated depreciation .....       137,316        140,121
Acquired intangibles, less accumulated amortization .....       116,746        101,877
Pension assets ..........................................        18,939         19,519
Other noncurrent assets .................................        13,266          9,934
                                                            ----------------------------
        Total assets ....................................     $ 530,617      $ 501,930
                                                            ============================

LIABILITIES
----------------------------------------------------------------------------------------

Current liabilities:
  Current portion of long-term debt .....................     $   5,579      $   5,482
  Accounts payable and accrued liabilities ..............        84,826         84,187
  Income taxes ..........................................         4,526          8,157
                                                            ----------------------------
        Total current liabilities .......................        94,931         97,826
                                                            ----------------------------

Long-term debt, less current portion ....................       135,203        141,486
Postretirement health care benefits .....................         3,851          3,574
Long-term pension liabilities ...........................         4,955          4,374
Deferred income taxes ...................................        15,114         10,663
Other long-term liabilities .............................         1,868          1,519
Minority interests ......................................           434            395

Contingencies

SHAREHOLDERS' EQUITY
----------------------------------------------------------------------------------------

Capital stock:
  Preferred, par value $1,authorized 5,000,000 shares,
     none issued ........................................             -              -
  Common, par value $1,authorized 60,000,000 shares,
     issued 24,626,236 in 2001 and 24,381,307 in 2000 ...        24,626         24,381
  Capital in excess of par value ........................         9,565          5,700
  Accumulated other comprehensive earnings ..............        (9,179)        (6,919)
  Retained earnings .....................................       249,249        218,931
                                                            ----------------------------
        Total shareholders' equity ......................       274,261        242,093
                                                            ----------------------------
        Total liabilities and shareholders' equity ......     $ 530,617      $ 501,930
                                                            ============================
</TABLE>


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


12 | CLARCOR

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(III)
<SEQUENCE>4
<FILENAME>c66960ex13-aiii.txt
<DESCRIPTION>CONSOLIDATED STATEMENT OF EARNINGS
<TEXT>
<PAGE>

                                                              EXHIBIT 13(a)(iii)
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF EARNINGS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999
(Dollars in thousands except per share data)

<TABLE>
<CAPTION>
                                                                         2001              2000              1999
-----------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>               <C>
Net sales ..................................................     $    666,964      $    652,148      $    477,869

Cost of sales ..............................................          471,477           453,803           329,282
                                                                 ------------------------------------------------

     Gross profit ..........................................          195,487           198,345           148,587

Selling and administrative expenses ........................          119,677           122,358            92,510
                                                                 ------------------------------------------------

     Operating profit ......................................           75,810            75,987            56,077
                                                                 ------------------------------------------------

Other income (expense):
  Interest expense .........................................          (10,270)          (11,534)           (3,733)
  Interest income ..........................................              654               698             1,451
  Other, net ...............................................             (460)           (1,664)            1,820
                                                                 ------------------------------------------------

                                                                      (10,076)          (12,500)             (462)
                                                                 ------------------------------------------------

     Earnings before income taxes and minority interests ...           65,734            63,487            55,615

Provision for income taxes .................................           23,804            23,201            20,137
                                                                 ------------------------------------------------

     Earnings before minority interests ....................           41,930            40,286            35,478

Minority interests in earnings of subsidiaries .............              (37)              (49)              (66)
                                                                 ------------------------------------------------

Net earnings ...............................................     $     41,893      $     40,237      $     35,412
                                                                 ================================================

Net earnings per common share:
  Basic ....................................................     $       1.71      $       1.66      $       1.48
  Diluted ..................................................     $       1.68      $       1.64      $       1.46
                                                                 ================================================

Average number of common shares outstanding:
  Basic ....................................................       24,535,199        24,269,675        23,970,011
  Diluted ..................................................       24,892,062        24,506,171        24,313,607
                                                                 ================================================
</TABLE>

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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IV)
<SEQUENCE>5
<FILENAME>c66960ex13-aiv.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TEXT>
<PAGE>

                                                               EXHIBIT 13(a)(iv)
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------
FOR THE YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999
(Dollars in thousands except per share data)


<TABLE>
<CAPTION>
                                                   Common Stock
                                    -------------------------------------------
                                       Number of Shares            Amount                    Accumulated
                                    ----------------------   ------------------  Capital in     Other
                                                    In                    In     Excess of  Comprehensive  Retained
                                      Issued     Treasury     Issued   Treasury  Par Value     Earnings    Earnings      Total
--------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>         <C>       <C>       <C>        <C>           <C>          <C>
Balance, November 30, 1998 .......  23,949,358          -    $23,949    $    -    $    156    $ (2,993)   $ 165,695    $ 186,807
--------------------------------------------------------------------------------------------------------------------------------

Net earnings .....................           -          -          -         -           -           -       35,412       35,412
Other comprehensive earnings:
  Translation adjustments ........           -          -          -         -           -      (1,158)           -       (1,158)
                                                                                                                       ---------
  Total comprehensive
     earnings ....................                                                                                        34,254
                                                                                                                       ---------
Purchase of treasury stock .......           -    (50,000)         -      (897)          -           -            -         (897)
Retirement of treasury stock .....     (50,000)    50,000        (50)      897        (455)          -         (392)           -
Stock options exercised ..........      82,344          -         83         -         740           -            -          823
Issuance of stock under
  award plans ....................      38,020          -         38         -         507           -            -          545
Cash dividends - $0.4525
  per common share ...............           -          -          -         -           -           -      (10,814)     (10,814)
--------------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 1999 .......  24,019,722          -     24,020         -         948      (4,151)     189,901      210,718
--------------------------------------------------------------------------------------------------------------------------------

Net earnings .....................           -          -          -         -           -           -       40,237       40,237
Other comprehensive earnings:
  Translation adjustments ........           -          -          -         -           -      (2,768)           -       (2,768)
                                                                                                                       ---------
  Total comprehensive
     earnings ....................                                                                                        37,469
                                                                                                                       ---------
Business acquisition .............     160,704          -        161         -       2,734           -            -        2,895
Stock options exercised ..........     182,479          -        182         -       1,898           -            -        2,080
Issuance of stock under
  award plans ....................      18,402          -         18         -         120           -            -          138
Cash dividends - $0.4625
  per common share ...............           -          -          -         -           -           -      (11,207)     (11,207)
--------------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 2000 .......  24,381,307          -     24,381         -       5,700      (6,919)     218,931      242,093
--------------------------------------------------------------------------------------------------------------------------------

Net earnings .....................           -          -          -         -           -           -       41,893       41,893
Other comprehensive earnings:
  Cumulative effect of
     accounting change ...........           -          -          -         -           -        (769)           -         (769)
  Unrealized losses on
     derivative ..................           -          -          -         -           -      (1,137)           -       (1,137)
  Translation adjustments ........           -          -          -         -           -        (354)           -         (354)
                                                                                                                       ---------
  Total comprehensive
     earnings ....................                                                                                        39,633
                                                                                                                       ---------
Stock options exercised ..........     246,424          -        246         -       3,223           -            -        3,469
Issuance of stock under
  award plans ....................      10,618          -         11         -         642           -            -          653
Forfeiture of stock under
  award plans ....................     (12,113)         -        (12)        -           -           -            -          (12)
Cash dividends - $0.4725
  per common share ...............           -          -          -         -           -           -      (11,575)     (11,575)
--------------------------------------------------------------------------------------------------------------------------------

Balance, November 30, 2001 .......  24,626,236          -    $24,626    $    -    $  9,565    $ (9,179)   $ 249,249    $ 274,261
================================================================================================================================
</TABLE>

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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(V)
<SEQUENCE>6
<FILENAME>c66960ex13-av.txt
<DESCRIPTION>CONSOLIDATED STATEMENTS OF CASH FLOWS
<TEXT>
<PAGE>

                                                                EXHIBIT 13(a)(v)
--------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
FOR THE YEARS ENDED NOVEMBER 30, 2001, 2000 AND 1999
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                  2001           2000           1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>            <C>            <C>
Cash flows from operating activities:
  Net earnings .........................................................     $  41,893      $  40,237      $  35,412
  Adjustments to reconcile net earnings to
        net cash provided by operations:
     Depreciation ......................................................        18,187         17,537         13,729
     Amortization ......................................................         3,663          3,542          1,643
     Minority interests in earnings of subsidiaries ....................            37             49             66
     Net (gain) loss on dispositions of plant assets ...................           338            109         (1,660)
     Impairment of plant assets ........................................         2,422              -              -
     Changes in assets and liabilities, net of business acquisitions:
        Accounts receivable ............................................         5,116         (3,448)        (6,062)
        Inventories ....................................................         5,190         (9,636)        (4,585)
        Prepaid expenses and other current assets ......................          (374)         8,040         (1,369)
        Other noncurrent assets ........................................        (2,523)          (554)           (18)
        Accounts payable and accrued liabilities .......................        (8,693)        (1,170)         4,790
        Pension assets and liabilities, net ............................         1,163         (7,430)          (583)
        Income taxes ...................................................        (2,683)         4,663         (2,366)
        Deferred income taxes ..........................................          (446)         2,191           (355)
                                                                             ---------------------------------------

          Net cash provided by operating activities ....................        63,290         54,130         38,642
                                                                             ---------------------------------------

Cash flows from investing activities:
  Additions to plant assets ............................................       (18,204)       (29,005)       (21,822)
  Business acquisitions, net of cash acquired ..........................       (33,388)       (12,735)      (142,709)
  Dispositions of plant assets .........................................           539             55          3,873
  Other, net ...........................................................          (300)          (440)             -
                                                                             ---------------------------------------

          Net cash used in investing activities ........................       (51,353)       (42,125)      (160,658)
                                                                             ---------------------------------------

Cash flows from financing activities:
  Proceeds from multicurrency revolving credit agreement ...............        27,500         43,200        115,000
  Payments on multicurrency revolving credit agreement .................       (36,500)       (42,200)             -
  Proceeds from borrowings under long-term debt ........................         8,000              -              -
  Reduction of long-term debt ..........................................        (5,349)        (7,034)          (468)
  Sales of capital stock under stock option plan .......................         2,598          1,379            680
  Purchases of treasury stock ..........................................             -              -           (897)
  Cash dividends paid ..................................................       (11,575)       (11,207)       (10,814)
                                                                             ---------------------------------------

          Net cash provided by (used in) financing activities ..........       (15,326)       (15,862)       103,501
                                                                             ---------------------------------------

Net effect of exchange rate changes on cash ............................           (57)           (24)           (61)
                                                                             ---------------------------------------

Net change in cash and short-term cash investments .....................        (3,446)        (3,881)       (18,576)
Cash and short-term cash investments, beginning of year ................        10,864         14,745         33,321
                                                                             ---------------------------------------

Cash and short-term cash investments, end of year ......................     $   7,418      $  10,864      $  14,745
                                                                             =======================================
</TABLE>


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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VI)
<SEQUENCE>7
<FILENAME>c66960ex13-avi.txt
<DESCRIPTION>NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TEXT>
<PAGE>
                                                               EXHIBIT 13(a)(vi)
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

A. ACCOUNTING POLICIES
Principles of Consolidation

The consolidated financial statements include all domestic and foreign
subsidiaries that are more than 50% owned and controlled. CLARCOR Inc. and its
subsidiaries are hereinafter collectively referred to as the "Company" or
CLARCOR.

Minority interests represent an outside shareholder's 10% ownership of the
common stock of Filtros Baldwin de Mexico (FIBAMEX) and outside shareholders'
20% ownership of Baldwin-Unifil S.A.

Foreign Currency Translation
Financial statements of foreign subsidiaries are translated into U.S. dollars at
current rates, except that revenues, costs and expenses are translated at
average current rates during each reporting period. Net exchange gains or losses
resulting from the translation of foreign financial statements and the effect of
exchange rate changes on intercompany transactions of a long-term investment
nature are accumulated with other comprehensive earnings as a separate component
of shareholders' equity and are presented, net of tax, in the Consolidated
Statements of Shareholders' Equity.

Plant Assets
Depreciation is provided by the straight-line and accelerated methods for
financial statement purposes and by the accelerated method for tax purposes.
The provision for depreciation is based on the estimated useful lives of the
assets (15 to 40 years for buildings and improvements and 3 to 15 years for
machinery and equipment). It is the policy of the Company to capitalize renewals
and betterments and to charge to expense the cost of current maintenance and
repairs. When property or equipment is retired or otherwise disposed of, the net
book value of the asset is removed from the Company's books and the resulting
gain or loss is reflected in earnings.

Excess of Cost Over Fair Value of Assets Acquired and Other Intangible Assets
The excess of cost over fair value of assets acquired is being amortized over a
forty-year period using the straight-line method. Other acquired intangible
assets are being amortized over the estimated periods to be benefited using the
straight-line method. These intangibles include trademarks (40 year life),
patents (average 14 year life), and other identifiable intangible assets with
lives ranging from one to thirty years.

In June 2001,the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142 (SFAS 142), "Goodwill and Other
Intangible Assets," which discontinues amortization of the excess of cost over
fair value of assets acquired and of intangible assets with indefinite lives. It
also requires goodwill and intangible assets with indefinite lives to be tested
for impairment annually or whenever there is an impairment indicator. Although
not required to adopt the provisions of SFAS 142 until fiscal 2003, the Company
expects to adopt SFAS 142 in the first quarter of fiscal 2002. The Company has
not completed an assessment of the impact of this statement, including the
impairment tests. However, as a result of adopting SFAS 142, the Company expects
amortization expense will be reduced by approximately $2,500 in fiscal 2002.

In accordance with Statement of Financial Accounting Standards No. 121 (SFAS
121), "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to Be Disposed Of," the Company determines any impairment losses based on
underlying cash flows related to specific groups of acquired plant assets and
identifiable intangibles and excess of cost over fair value of assets
acquired, and would first apply any such impairment losses to related goodwill.

Statements of Cash Flows
All highly liquid investments with a maturity of three months or less when
purchased or that are readily saleable are considered to be short-term cash
equivalents. The carrying amount of the investments approximates fair value.

Income Taxes
The Company provides for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109),"Accounting for Income Taxes." SFAS 109
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of temporary differences between the financial statement
carrying amounts and the tax basis of assets and liabilities.

Revenue Recognition
Revenue is recognized when product ownership and risk of loss has transferred to
the customer or performance of services is complete and the Company has no
remaining obligations regarding the transaction. In December 1999, the
Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB
101), "Revenue Recognition in Financial Statements," relating to revenue
recognition under generally accepted accounting principles in financial
statements. No significant changes to the Company's revenue recognition policies
were necessary to comply with SAB 101.

Product Warranties
The Company provides for estimated warranty costs when the related products are
recorded as sales or for specific items at the time their existence is known and
the amounts are reasonably determinable.

Comprehensive Earnings
Foreign currency translation adjustments and unrealized losses on derivative
instruments are included in other comprehensive earnings, net of tax, in
accordance with Statement of Financial Accounting Standards No. 130 (SFAS
130), "Reporting Comprehensive Income."

Use of Management's Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.




<PAGE>
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

Accounting Period
The Company's fiscal year ends on the Saturday closest to November 30. The
fiscal year ended December 1,2001 included fifty-two weeks. The fiscal years
ended December 2, 2000 and November 27, 1999 were comprised of fifty-three and
fifty-two weeks, respectively. In the consolidated financial statements, all
fiscal years are shown to begin as of December 1 and end as of November 30 for
clarity of presentation.

Reclassifications
Certain reclassifications have been made to conform prior years' data to the
current presentation. These reclassifications had no effect on reported
earnings.

B. ACCOUNTING CHANGE AND DERIVATIVE INSTRUMENTS

The Company makes limited use of derivative financial instruments to manage
certain interest rate and foreign currency risks. Interest rate swap agreements
are utilized to convert certain floating rate debt into fixed rate debt. Cash
flows related to interest rate swap agreements are included in interest
expense over the terms of the agreements.

Effective December 1, 2000,the Company adopted Statement of Financial Accounting
Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging
Activities." SFAS 133 requires the recognition of all derivatives in the balance
sheet as either an asset or a liability measured at fair value and requires a
company to recognize changes in the derivative's fair value currently in
earnings unless it meets specific hedge accounting criteria. If the derivative
is designated as a cash flow hedge, the effective portions of changes in the
fair value of the derivative are recorded in other comprehensive earnings and
are recognized in the income statement when the hedged item affects earnings.

The Company documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. In addition, the Company assesses (both at the
hedge's inception and on an ongoing basis) the effectiveness of the derivatives
that are used in hedging transactions. If it is determined that a derivative is
not (or has ceased to be) effective as a hedge, the Company would discontinue
accounting for it as a hedge prospectively. Ineffective portions of changes in
the fair value of cash flow hedges are recognized in earnings.

During 2000,the Company entered into interest rate agreements to manage its
interest exposure related to the multicurrency credit revolver. The agreement
in place at November 30, 2001 provides for the Company to pay a 7.34% fixed
interest rate on a notional amount of $60,000. The agreement expires September
11, 2002. Under the agreement the Company will receive interest at floating
rates based on LIBOR.

The adoption of SFAS 133 resulted in a cumulative effect of an accounting change
to accumulated other comprehensive earnings of a negative $769 ($1,183 pretax)
and the recognition of a liability. The Company's derivative instrument is
designated as a cashflow hedge and determined to be effective. Therefore, there
was no adjustment to net earnings. At November 30, 2001, the fair value of the
agreement was a negative $2,932 and is included in other current liabilities.
The net loss included in other comprehensive earnings for the fiscal year ended
November 30,2001 was $1,137 ($1,750 pretax). Derivative gains and losses will be
reclassified into earnings as payments are made on its variable rate interest
debt. Approximately $711 ($1,094 pretax) was reclassified into earnings during
the fiscal year ended November 30, 2001. The amount of net derivative losses
included in other comprehensive income at November 30,2001 will be reclassified
into earnings in fiscal year 2002.

C. BUSINESS COMBINATIONS AND  INVESTMENTS IN AFFILIATES

On June 4, 2001,the Company acquired the stock of several filtration management
companies for approximately $33,258, net of cash received, including acquisition
expenses. The purchase price was paid in cash with available funds and proceeds
from long-term borrowings from a revolving credit facility. As a result of the
acquisition, the companies were combined into one company, Total Filtration
Services, Inc. (TFS), and became a subsidiary of the Company. TFS is included in
the Industrial/Environmental Filtration segment. The transaction was accounted
for under the purchase method of accounting with the excess of the initial
purchase price over the estimated fair value of the net tangible and
identifiable intangible assets acquired recorded as goodwill and amortized over
40 years by the straight-line method. The initial purchase price was based on
the net assets of the businesses acquired as shown on a June 4, 2001 balance
sheet and is subject to a final adjustment. A preliminary allocation of the
initial purchase price has been made to major categories of assets and
liabilities. The allocation will be completed when the Company finalizes a
closing balance sheet in accordance with the purchase agreement with the seller.
The results are included in the Company's consolidated results of operations
from the date of acquisition.

The following unaudited pro forma information summarizes the results of
operations for the periods indicated as if the acquisition had been completed as
of the beginning of the periods presented. The pro forma information gives
effect to the actual operating results prior to the acquisition, adjusted to
include the pro forma effect of interest expense, depreciation, amortization of
intangibles and income taxes. These pro forma amounts do not purport to be
indicative of the results that would have actually been obtained if the
acquisition had occurred as of the beginning of the periods presented or that
may be obtained in the future. Unaudited pro forma net sales for the Company
would have been $695,729 and $707,460 for the years ended November 30, 2001 and
2000. Net earnings and earnings per share for each of these periods would not
have been significantly affected.

During 2000, the Company purchased Filter Products, Inc., a Sacramento,
California liquid process filtration manufacturer, and two air filtration
distributors. All three of these acquisitions were accounted for under the
purchase method of accounting and are included in the Industrial/Environmental
Filtration segment. Two of the acquisitions were paid for in cash. The purchase
price of the other was paid in cash and stock. For these acquisitions, the
Company



<PAGE>
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

paid $12,730 in cash, net of cash received, and issued 160,704 shares of its
common stock (valued at $2,895). The final allocation of the purchase price to
the assets and liabilities acquired with the purchase of Filter Products, Inc.
resulted in an increase to goodwill of $615 in the second quarter of 2001. These
acquisitions did not have a significant impact on the results of the Company.

On September 10, 1999, the Company completed its acquisitions of Purolator Air
Filtration (Purolator), Facet International (Facet), and Purolator Facet, Inc.
(PFI), manufacturers of air and liquid filtration products, for approximately
$140,985, net of cash received, including acquisition expenses. The purchase
price was paid in cash with available funds and proceeds from long-term
borrowings of approximately $115,000 from a revolving credit facility. (See Note
H.) As a result of the acquisitions, Purolator, Facet, and PFI became
subsidiaries of the Company and are included in the Company's
Industrial/Environmental Filtration segment. The Company's non-cash investing
and financing activities related to this acquisition included assumed
liabilities of $25,910. The transaction was accounted for under the purchase
method of accounting with the excess of the purchase price over the estimated
fair value of the net tangible and identifiable intangible assets acquired
recorded as goodwill and amortized over 40 years by the straight-line method.
Other acquired intangible assets are being amortized as discussed in Note A.
During fiscal year 2000,the Company finalized the purchase price according to
the terms of the purchase agreement and completed the estimates of assets
acquired and liabilities assumed, including those associated with exit and other
costs of the acquisition. The finalized allocation to major categories of assets
and liabilities resulted in a reduction to goodwill of $34. As part of the final
allocation of purchase price, the Company had accrued and paid $1,012 for
severance and exit costs as of November 30, 2001. The operating results are
included in the Company's consolidated results of operations from September 1,
1999, the effective date of the acquisitions.

D. INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for approximately 40% and 43% of the Company's
inventories at November 30, 2001 and 2000, respectively, and by the first-in,
first-out (FIFO) method for all other inventories. The FIFO method approximates
current cost. Inventories are summarized as follows:

                                                              2001        2000
--------------------------------------------------------------------------------
Raw materials ...........................................   $ 37,455   $ 38,444
Work-in-process .........................................     12,120     14,253
Finished products .......................................     55,078     48,316
                                                            -------------------
Total at FIFO ...........................................    104,653    101,013
Less excess of FIFO over LIFO ...........................        362        452
                                                            -------------------
                                                            $104,291   $100,561
                                                            ===================

During 2001 and 2000, certain LIFO inventory quantities were reduced resulting
in a partial liquidation of the LIFO bases. The effect on net earnings was not
material.

E. PLANT ASSETS AND IMPAIRMENT LOSS
Plant assets at November 30, 2001 and 2000 were as follows:

                                                              2001       2000
--------------------------------------------------------------------------------
Land ....................................................   $  4,736   $  3,911
Buildings and building fixtures .........................     73,497     67,986
Machinery and equipment .................................    191,984    182,689
Construction-in-process .................................      7,092     17,666
                                                            -------------------
                                                             277,309    272,252
Less accumulated depreciation ...........................    139,993    132,131
                                                            -------------------
                                                            $137,316   $140,121
                                                            ===================

During the first quarter of 2001, the Company recognized an impairment loss in
its Packaging segment of $2,422 related to certain plant assets used
exclusively in the manufacture of plastic closures for a customer who
terminated a manufacturing contract. The loss is included in the cost of sales
and was calculated under the guidelines of Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of."

F.  ACQUIRED INTANGIBLES
Acquired intangibles, net of accumulated amortization, at November 30, 2001 and
2000 consisted of the following:

                                                               2001       2000
--------------------------------------------------------------------------------
Excess of cost over fair value
    of assets acquired ..................................   $ 78,620   $ 62,333
Trademarks ..............................................     28,358     29,090
Other acquired intangibles ..............................      9,768     10,454
                                                            -------------------
                                                            $116,746   $101,877
                                                            ===================

Accumulated amortization was $17,392 and $13,812 at November 30, 2001 and
2000, respectively.

G. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at November 30, 2001 and 2000 were as
follows:

                                                              2001      2000
--------------------------------------------------------------------------------
Accounts payable .......................................    $42,657     $40,826
Accrued salaries, wages and commissions .................     8,733      12,678
Compensated absences ...................................      6,366       6,192
Accrued pension liabilities ............................        263         262
Other accrued liabilities ..............................     26,807      24,229
                                                            -------------------
                                                            $84,826     $84,187
                                                            ===================



<PAGE>

H. LONG-TERM DEBT
Long-term debt at November 30, 2001 and 2000 consisted of the following:

                                                              2001      2000
--------------------------------------------------------------------------------
Multicurrency revolving credit agreement,
    interest payable at the end of each
    funding period at an adjusted LIBOR ................    $107,000  $ 116,000
Promissory note, interest payable
    semi-annually at 6.69% .............................      15,000     20,000
Industrial Revenue Bonds, at 1.6%
    to 5.85% interest rates ............................      17,815     10,063
Other ..................................................         967        905
                                                            --------------------
                                                             140,782    146,968
Less current portion ...................................       5,579      5,482
                                                            --------------------
                                                            $135,203   $141,486
                                                            ===================

A fair value estimate of $140,023 and $145,990 for long-term debt in 2001 and
2000, respectively, is based on the current interest rates available to the
Company for debt with similar remaining maturities.

On May 1, 2001, the Company, in cooperation with the Campbellsville-Taylor
County Industrial Development Authority (Kentucky), issued $8,000 of Industrial
Revenue Bonds. The bonds are due May 1, 2031, with a variable rate of interest
that is reset weekly. In conjunction with the issuance of the Industrial Revenue
Bonds, the Company holds in trust certain restricted investments committed for
the acquisition of plant equipment. At November 30, 2001, the restricted asset
balance was $2,343 and is included in other noncurrent assets. The Company has
other industrial revenue bonds, including $8,410 issued in cooperation with the
South Dakota Economic Development Finance Authority due February 1, 2016 with a
variable rate of interest that is reset weekly and additional bonds of $1,405
and $1,653 outstanding as of November 30, 2001 and 2000, respectively, which
mature in 2005.

In September 1999, the Company entered into a three-year, multicurrency
revolving credit agreement with a group of participating financial institutions
under which it may borrow up to $185,000. The agreement, which was extended for
one additional year in 2000, provides that loans may be made under a selection
of currencies and rate formulas. The interest rate is based upon either a
defined Base Rate or the London Interbank Offered Rate (LIBOR) plus a variable
spread of .55% to 1.25%. The variable spread is based on the ratio of the
Company's outstanding borrowings compared with its shareholders' equity. The
spread was .65% and .80% at November 30, 2001 and 2000, respectively. Facility
fees and other fees on the entire loan commitment are payable for the duration
of this facility. At November 30, 2001 and 2000, $107,000 and $116,000 were
outstanding under this agreement and the related LIBOR, including the spread,
was 4.17% and 7.46%, respectively.

Borrowings under the credit facility are unsecured but are guaranteed by certain
of the Company's subsidiaries. The agreement related to this borrowing includes
certain restrictive covenants that include maintaining minimum consolidated net
worth, limiting new borrowings, maintaining a minimum interest coverage, and
restricting certain changes in ownership as stipulated in the agreement. The
Company was in compliance with these covenants as of November 30, 2001 and 2000.
This agreement also includes a letter of credit facility, against which $11,182
and $10,841 in letters of credit had been issued as of November 30, 2001 and
2000, respectively.

The 6.69% promissory note matures July 25, 2004, but the Company is required to
prepay, without premium, certain principal amounts as stated in the agreement.
Under the note agreement, the Company must meet certain restrictive covenants.
The covenants were amended during 1999 to be similar to those contained in the
multicurrency revolving credit facility.

Exclusive of the multicurrency revolving credit facility, principal maturities
of long-term debt for the next five fiscal years ending November 30
approximates: $5,579 in 2002, $5,624 in 2003, $5,629 in 2004, $381 in 2005, $166
in 2006 and $16,403 thereafter. The borrowings under the revolving credit
facility that matures in 2003 have been classified as long-term as the Company
has both the intent and ability to refinance this amount on a long-term basis.

Interest paid totaled $10,666, $10,714 and $2,228 during 2001, 2000 and
1999, respectively.

I. LEASES
The Company has various lease agreements for offices, warehouses, manufacturing
plants, and equipment that expire on various dates through June 2007 and contain
renewal options. Some of these leases provide for payment of property taxes,
utilities and certain other expenses. Commitments for minimum rentals under
noncancellable leases at November 30, 2001 for the next five years are: $7,278
in 2002, $4,881 in 2003, $3,641 in 2004, $1,997 in 2005, and $936 in 2006. Rent
expense totaled $8,869, $8,367 and $6,063 for the years ended November 30, 2001,
2000 and 1999, respectively.

J. PENSION AND OTHER POSTRETIREMENT PLANS
The Company has defined benefit pension plans and postretirement health care
plans covering certain employees and retired employees. In addition to the plan
assets related to qualified plans, the Company has funded approximately $2,281
and $2,580 at November 30, 2001 and 2000, respectively, in restricted trusts for
its nonqualified plans. These trusts are included in other noncurrent assets in
the Company's Consolidated Balance Sheets.

During 2001, the Company received approval from the Internal Revenue Service to
terminate one of its plans related to a business that was previously sold and
distribute all the plan's assets. The Company terminated the plan and settled
all of its obligations by making lump-sum distributions or purchasing annuity
contracts for its participants.

The following table shows reconciliations of the pension plans and other
postretirement plan benefits as of November 30, 2001 and 2000. The accrued
pension benefit liability includes an unfunded benefit obligation of $6,974 and
$5,231




<PAGE>

--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

as of November 30, 2001 and 2000, respectively. The obligations have been
determined with a weighted average discount rate of 7.25% and 7.75% in 2001 and
2000, respectively,and a rate of increase in future compensation of primarily
5.0% in both years. The expected weighted average long-term rate of return was
9.0% in both 2001 and 2000.

<TABLE>
<CAPTION>

                                           Pension             Postretirement
                                          Benefits                Benefits
--------------------------------------------------------------------------------
                                      2001        2000         2001       2000
--------------------------------------------------------------------------------
<S>                             <C>            <C>          <C>        <C>
Change in benefit obligation:
Benefit obligation at beginning
   of year ......................   $ 68,980    $ 73,356    $  4,082    $  3,866
Service cost ....................      3,142       3,122         107          92
Interest cost ...................      5,114       5,021         305         280
Amendments ......................      1,154        --          --          --
Actuarial losses / (gains) ......      3,750      (2,038)       (808)         (6)
Benefits paid ...................     (5,717)    (10,481)       (151)       (150)
                                    -------------------------------------------
Benefit obligation at end of year     76,423      68,980       3,535       4,082
                                    -------------------------------------------
Change in plan assets:
Fair value of plan assets at
   beginning of year ............     86,686      87,214        --          --
Actual return on plan assets ....    (10,726)      3,012        --          --
Benefits paid ...................     (5,455)     (3,540)       --          --
                                    -------------------------------------------
Fair value of plan assets at end
   of year ......................     70,505      86,686        --          --
                                    -------------------------------------------
Funded status ...................     (5,918)     17,706      (3,535)     (4,082)
Unrecognized prior
   service cost .................      1,320         188        --          --
Unrecognized net actuarial
   loss / (gain) ................     18,319      (3,011)       (570)        238
                                    -------------------------------------------
Net amount recognized ...........   $ 13,721    $ 14,883    $ (4,105)   $ (3,844)
                                    ============================================
Amounts recognized in the
   Consolidated Balance
   Sheets include:
       Prepaid benefit cost .....   $ 18,939    $ 19,519    $   --      $   --
       Accrued benefit liability      (5,218)     (4,636)     (4,105)     (3,844)
                                    -------------------------------------------
Net amount recognized ...........   $ 13,721    $ 14,883    $ (4,105)   $ (3,844)
                                    ============================================
</TABLE>


The components of net periodic benefit cost for pensions are shown below.

                                                   Pension Benefits
--------------------------------------------------------------------------------
                                                    2001       2000       1999
--------------------------------------------------------------------------------
Components of net periodic benefit cost:
   Service cost ........................          $ 3,142    $ 3,122    $ 2,364
   Interest cost .......................            5,114      5,021      5,251
   Expected return on plan assets ......           (7,527)    (7,695)    (7,041)
   Additional recognition amount .......               --         --        196
   Amortization of unrecognized:
      Net transition asset .............               --     (1,056)    (1,056)
      Prior service cost ...............               22         21         62
      Net actuarial loss ...............                5          7         54
      Settlement cost for a
        terminated plan ................              669         --         --
                                           ------------------------------------
   Net periodic benefit
      cost / (income) ..................          $ 1,425    $  (580)   $  (170)
                                           ====================================


The postretirement obligations represent a fixed dollar amount per retiree. The
Company has the right to modify or terminate these benefits. The participants
will assume substantially all future health care benefit cost increases, and
therefore, future increases in health care costs will not increase the
postretirement benefit obligation or cost to the Company. Therefore, the Company
has not assumed any annual rate of increase in the per capita cost of covered
health care benefits for future years. The components of net periodic benefit
cost for postretirement health care benefits are shown below.

                                                     Postretirement Benefits
--------------------------------------------------------------------------------
                                                  2001       2000       1999
--------------------------------------------------------------------------------
Components of net periodic benefit cost:
Service cost ...........................          $107       $ 92       $ 13
Interest cost ..........................           305        280        149
                                           ------------------------------------
Net periodic benefit cost ..............          $412       $372       $162
                                           ====================================

The Company also sponsors various defined contribution plans that provide
employees with an opportunity to accumulate funds for their retirement. The
Company matches the contributions of participating employees based on the
percentages specified in the respective plans. The Company recognized expense
related to these plans of $1,395, $1,408 and $1,211 in 2001, 2000 and 1999,
respectively.

K. INCOME TAXES
The provision for income taxes consisted of:

                                                  2001       2000       1999
--------------------------------------------------------------------------------
Current:
   Federal ..............................         $21,644    $17,693    $18,398
   State ................................           2,751      2,574      2,177
   Foreign ..............................           1,460      1,063        547
Deferred ................................          (2,051)     1,871       (985)
                                           ------------------------------------
                                                  $23,804    $23,201    $20,137
                                           ====================================

Income taxes paid,net of refunds, totaled $26,858, $16,458 and $22,234 during
2001, 2000 and 1999, respectively.

Earnings before income taxes and minority interests included the following
components:

                                                  2001       2000       1999
--------------------------------------------------------------------------------

Domestic income ........................          $62,664    $60,471    $53,467
Foreign income .........................            3,070      3,016      2,148
                                           ------------------------------------
                                                  $65,734    $63,487    $55,615
                                           ====================================

The provision for income taxes resulted in effective tax rates that differ from
the statutory United States federal income tax rate. The reasons for these
differences are as follows:

                                                   Percent of Pretax Earnings
--------------------------------------------------------------------------------
                                                  2001       2000       1999
--------------------------------------------------------------------------------

Statutory U.S. tax rate .................         35.0%      35.0%      35.0%
State income taxes, net of
   federal benefit ......................          2.6        2.6         2.6
Foreign sales ...........................         (1.1)      (0.8)       (0.8)
Other, net ..............................         (0.3)      (0.3)       (0.6)
                                           ------------------------------------
Consolidated effective
   income tax rate ......................         36.2%      36.5%       36.2%
                                           ====================================

The components of the net deferred tax liability as of November 30, 2001 and
2000 were as follows:




<PAGE>
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)


                                                              2001        2000
--------------------------------------------------------------------------------
Deferred tax assets:
    Deferred compensation ................................. $  4,304    $ 3,930
    Other postretirement benefits .........................      931        783
    Foreign net operating loss carryforwards ..............      406        377
    Accounts receivable ...................................    3,385      2,177
    Inventories ...........................................    3,113      1,774
    Other comprehensive income items ......................    1,026       --
    Accrued liabilities and other .........................    2,915      2,071
                                                            --------------------
Total gross deferred tax assets ...........................   16,080     11,112
                                                            --------------------
Deferred tax liabilities:
    Pensions ..............................................   (5,069)   (5,209)
    Plant assets ..........................................  (12,081)   (11,189)
    Intangibles ...........................................     (526)        36
    Other .................................................     --          (82)
                                                            --------------------
Total gross deferred tax liabilities ......................  (17,676)   (16,444)
                                                            --------------------
Net deferred tax liability ................................ $ (1,596)   $(5,332)
                                                            ====================

The Company expects to realize the deferred tax assets, including foreign net
operating loss carryforwards, through the reversal of taxable temporary
differences and future earnings.

As of November 30, 2001, the Company has not provided taxes on accumulated
unremitted foreign earnings of approximately $6,000 that are intended to be
indefinitely reinvested to finance operations and expansion outside the United
States. If such earnings were distributed beyond the amount for which taxes have
been provided, foreign tax credits would substantially offset any incremental
U.S. tax liability.

L.  CONTINGENCIES
The Company is involved in legal actions arising in the normal course of
business. Additionally, the Company is party to various proceedings relating to
environmental issues. The U.S. Environmental Protection Agency (EPA) and/or
other responsible state agencies have designated the Company as a potentially
responsible party (PRP), along with other companies, in remedial activities for
the cleanup of waste sites under the federal Superfund statute.

Environmental and related remediation costs are difficult to quantify for a
number of reasons, including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of the environmental regulation and the continuing
advancement of remediation technology. Applicable federal law may impose joint
and several liability on each PRP for the cleanup.

It is the opinion of management that additional liabilities, if any, resulting
from these legal or environmental issues, are not expected to have a material
adverse effect on the Company's financial condition or consolidated results of
operations.

M. PREFERRED STOCK PURCHASE RIGHTS
In March 1996, the Board of Directors of CLARCOR adopted a Shareholder Rights
Plan to replace an existing plan that expired on April 25, 1996. Under the terms
of the Plan, each shareholder received rights to purchase shares of CLARCOR
Series B Junior Participating Preferred Stock. The rights become exercisable
only after the earlier to occur of (i) 10 business days after the first public
announcement that a person or group (other than a CLARCOR-related entity) has
become the beneficial owner of 15% or more of the outstanding shares of CLARCOR
Common Stock; or (ii) 10 business days (unless extended by the CLARCOR Board in
accordance with the Rights Agreement) after the commencement of, or the
intention to make, a tender or exchange offer, the consummation of which would
result in any person or group (other than a CLARCOR related entity) becoming
such a 15% beneficial owner. Each right entitles the holder to buy one-
hundredth of a share of such preferred stock at an exercise price of $80 subject
to certain adjustments.

Once the rights become exercisable, each right will entitle the holder, other
than the acquiring person or group, to purchase a number of CLARCOR common
shares at a 50% discount to the then-market price of CLARCOR Common Stock. In
addition, under certain circumstances, if the rights become exercisable, the
holder will be entitled to purchase the stock of the acquiring individual or
group at a 50% discount. The Board may also elect to redeem the rights at $.01
per right. The rights expire on April 25, 2006.

The authorized preferred stock includes 300,000 shares designated as Series B
Junior Participating Preferred Stock.

N. INCENTIVE PLAN
In 1994, the shareholders of CLARCOR adopted the 1994 Incentive Plan, which
allows the Company to grant stock options, restricted stock and performance
awards to officers, directors and key employees. The 1994 Incentive Plan
incorporates the various incentive plans in existence prior to March 1994. In
addition, the Company has, in connection with the 1997 acquisition of United Air
Specialists, Inc. (UAS), assumed the stock option plans of UAS and has reserved
6,949 shares of the Company's common stock for issuance under the assumed UAS
stock option plans.

The amended 1994 Incentive Plan allows grants and awards of up to 1.5% of the
outstanding common stock as of January 1 of each calendar year. In addition, the
Compensation and Stock Option Committee of the Company's Board of Directors may
approve an additional 1% of outstanding common stock to be awarded during any
calendar year. Any portion that is not granted in a given year is available for
future grants. After the close of fiscal year 2001, 314,761 shares were granted,
including the restricted stock units discussed hereafter.

The following is a description and a summary of key provisions related to this
Plan.

Stock Options
In accordance with Statement of Financial Accounting Standards No. 123 (SFAS
123), "Accounting for Stock-Based Compensation," the Company accounts for
stock-based compensation using the intrinsic value method as prescribed under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", and related Interpretations and provides the disclosure-only
provisions of SFAS 123.




<PAGE>
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

Nonqualified stock options may, at the discretion of the Board of Directors, be
granted at the fair market value at the date of grant or at an exercise price
less than the fair market value at the date of grant. All options granted in
2001, 2000, and 1999 were at the fair market value at the dates of the grants.
Options granted to key employees prior to the end of fiscal year 2000 vest 25%
per year beginning at the end of the third year; therefore,they become fully
exercisable at the end of six years. Options granted to key employees after the
close of fiscal year 2000 vest 25% per year beginning at the end of the first
year; therefore, they become fully exercisable at the end of four years. Options
granted to non-employee directors vest immediately. All options expire ten years
from the date of grant unless otherwise terminated.

The following table summarizes the activity under the non-qualified stock
option plans.


<TABLE>
<CAPTION>

                                                 2001                   2000                   1999
---------------------------------------------------------------------------------------------------------
                                                   Weighted              Weighted                Weighted
                                                    Average               Average                 Average
                                                   Exercise              Exercise                Exercise
                                        Shares       Price     Shares      Price      Shares       Price
---------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>       <C>          <C>       <C>          <C>
Outstanding at
  beginning of year ................    2,286,026    $14.53    2,239,162    $14.83    2,116,182    $14.18
Granted ............................      449,366     19.93      412,404     17.80      287,982     18.00
Exercised/
  surrendered ......................     (411,262)    14.15     (365,540)    12.75     (165,002)    12.93
                                        -----------------------------------------------------------------
Outstanding at
  end of year ......................    2,324,130    $16.83    2,286,026    $14.53    2,239,162    $14.83
                                        -----------------------------------------------------------------
Options exercisable
  at end of year ...................    1,531,152    $16.06    1,508,859    $14.68    1,159,462    $12.62
                                        =================================================================
</TABLE>


The following table summarizes information about the options at November 30,
2001.

                     Options Outstanding       Options Exercisable
--------------------------------------------------------------------------------
                            Weighted   Weighted               Weighted
   Range of                  Average    Average                Average
   Exercise                 Exercise   Remaining              Exercise
    Prices         Number     Price   Life in Years   Number   Price
--------------------------------------------------------------------------------
$12.17 - $17.94  1,247,757    $14.49      4.57       935,988   $13.49
$18.38 - $26.00  1,076,373    $19.55      7.49       595,164   $20.10

In addition, stock options outstanding and exercisable at November 30, 2001 and
2000 assumed as part of the UAS acquisition were 6,949 and 20,669, respectively.
These substitute options have an exercisable price range per share of $2.40 to
$5.94 at November 30, 2001 and expire between 2002 and 2005.

Long Range Performance and Restricted Stock Awards
Officers and key employees may be granted target awards of Company shares of
common stock and performance units, which represent the right to a cash payment.
The awards are earned and shares are issued only to the extent that the Company
achieves performance goals determined by the Board of Directors during a
three-year performance period. The Company granted 28,383 performance shares on
December 1, 1999. The shares vest at the end of three years. As of November 30,
2001, the Company has cancelled 14,609 and 4,860 shares of the 2000 and 1999
grants, respectively. Subsequent to the end of the fiscal year, the Company
cancelled an additional 4,475 shares of the 1999 grant.

During the performance period, officers and key employees are permitted to vote
the performance shares and receive compensation equal to dividends declared on
common shares. The Company accrues compensation expense assuming attainment of
the performance goals ratably during the performance cycle. Distributions of
Company common stock and cash for the performance periods ended November 30,
2001, 2000 and 1999 were $437, $488 and $485, respectively.

During 2001,the Company granted 35,222 restricted units of Company common stock
with a fair value of $18.50 per share, the market price of the stock at the date
granted. In connection therewith, the Company cancelled 12,113 performance
shares and 8,074 performance units from the December 1, 1999 grant and replaced
them with 9,182 units of restricted stock and with additional stock option
awards. The restricted share units require no payment from the employee and
compensation cost is recorded based on the market price on the grant date and is
recorded over the vesting period of four years. During the vesting period,
officers and key employees receive compensation equal to dividends declared on
common shares. Upon vesting, the employee may elect to defer receipt of their
shares. Subsequent to the end of fiscal year 2001, 2,464 shares (net of 1,157
shares withheld for taxes) of the December 2000 restricted unit grant were
issued and 6,855 units were deferred. In addition, the Company granted 25,436
restricted stock units in December 2001 at the market price on the date granted
of $27.50.

Compensation expense related to long range performance and restricted stock
awards totaled $618, $901 and $534 in 2001, 2000 and 1999, respectively. No
future awards of long range performance shares or units are expected to be
granted.

Directors' Restricted Stock Compensation
The 1994 Incentive Plan, as amended on March 25,2000, provides for grants of
shares of common stock to all non-employee directors equal to a one-year annual
retainer in lieu of cash. The directors' rights to the shares vest immediately
on the date of grant. In 2001 and 2000, respectively, 10,618 and 7,076 shares of
Company common stock were issued under the amended plan. During 1999, 16,002
shares of Company common stock were issued under the plan of which 15,488 were
cancelled in 2000 due to the plan amendment. During 1999, 1,321 shares from a
prior year grant were forfeited. Compensation expense for the plan totaled $252,
$184 and $191 in 2001, 2000 and 1999, respectively.

Fair Value Accounting (SFAS 123)
Had compensation expense for the Company's stock-based compensation plans been
determined based on the fair value at the grant dates consistent with the method
of SFAS 123, the Company's pro forma net earnings and diluted earnings per share
would have been $40,760, $39,520 and $34,848 and $1.64, $1.61 and $1.43 for
2001, 2000 and 1999, respectively.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions for 2001, 2000,and 1999. Adjustments for forfeitures are made as
they occur.




<PAGE>
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)


                                                     2001      2000      1999
--------------------------------------------------------------------------------
Risk-free interest rate .......................     5.53%    6.34%    4.87%
Expected dividend yield .......................     2.50%    2.47%    2.35%
Expected volatility factor ....................    25.50%   25.00%   24.50%
Expected option term (in years)................      7.0      7.0      7.0

The weighted average fair value per option at the date of grant for options
granted in 2001, 2000 and 1999 was $5.12, $5.28 and $4.88, respectively.

The above pro forma disclosures may not be representative of the effects on
reported net income and earnings per share for future years because compensation
cost under SFAS 123 is amortized over the options' vesting period and
compensation cost for options granted prior to fiscal year 1996 is not
considered.

O. TREASURY STOCK TRANSACTIONS AND
   EARNINGS PER SHARE
During 1999, the Company purchased and retired 50,000 shares of common stock.
The number of issued shares was reduced as a result of the retirement of these
shares.

The Company calculates and presents basic and diluted earnings per share in
accordance with Statement of Financial Accounting Standards No. 128 (SFAS
128), "Earnings per Share." Diluted earnings per share reflects the impact of
outstanding stock options if exercised during the periods presented using the
treasury stock method. The following table provides a reconciliation of the
numerators and denominators utilized in the calculation of basic and diluted
earnings per share:

<TABLE>
<CAPTION>

                                                              2001       2000        1999
----------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>         <C>
Net Earnings (numerator) .............................   $    41,893   $   40,237  $    35,412
Basic EPS:
   Weighted average number of
     common shares outstanding
     (denominator) ...................................    24,535,199   24,269,675   23,970,011
     Basic per share amount ..........................   $      1.71   $     1.66  $      1.48
                                                         --------------------------------------
Diluted EPS:
   Weighted average number
     of common shares
     outstanding .....................................    24,535,199   24,269,675   23,970,011
   Dilutive effect of stock options ..................       356,863      236,496      343,596
                                                         --------------------------------------
     Diluted weighted average
        number of common
        shares outstanding
        (denominator) ................................    24,892,062   24,506,171   24,313,607
     Diluted per share amount ........................   $      1.68   $     1.64   $     1.46
                                                         =====================================
</TABLE>

For fiscal years ended November 30, 2001, 2000 and 1999, respectively,
28,491, 682,866 and 525,156 stock options with a weighted average exercise price
of $25.97, $19.34 and $19.81 were not included in the computation of diluted
earnings per share as the exercise prices of the options were greater than the
average market price of the common shares during the respective periods.

P. UNAUDITED QUARTERLY FINANCIAL DATA
The unaudited quarterly data for 2001 and 2000 were as follows:

                        First     Second     Third     Fourth
                       Quarter   Quarter    Quarter    Quarter    Total
--------------------------------------------------------------------------------
2001:
   Net sales ......   $156,197   $159,505   $175,645   $175,617   $666,964
   Gross profit ...     46,286     45,344     50,306     53,551    195,487
   Net earnings ...      9,804      8,936     10,257     12,896     41,893
   Net earnings per
    common share:
     Basic ........   $   0.40   $   0.36   $   0.42   $   0.52   $   1.71
     Diluted ......   $   0.40   $   0.36   $   0.41   $   0.51   $   1.68

2000:
   Net sales ......   $150,697   $162,205   $160,830   $178,416   $652,148
   Gross profit ...     44,283     49,985     47,778     56,299    198,345
   Net earnings ...      7,063     10,090     10,078     13,006     40,237
   Net earnings per
    common share:
     Basic ........   $   0.29   $   0.42   $   0.41   $   0.53   $   1.66
     Diluted ......   $   0.29   $   0.41   $   0.41   $   0.53   $   1.64

Fiscal year 2001 was a fifty-two week year, whereas fiscal year 2000 was a
fifty-three week year. Likewise, fourth quarter 2001 was a thirteen week quarter
while fourth quarter 2000 was a fourteen week quarter. During the first quarter
of 2001, the Company received a settlement payment of $7,000 for the early
termination of a supply and license agreement and in connection therewith
recognized an impairment loss in its Packaging segment of $2,422 related to
certain plant assets as discussed in Note E.

Q. SEGMENT INFORMATION
The Company adopted Statement of Financial Accounting Standards No. 131 (SFAS
131), "Disclosures About Segments of an Enterprise and Related Information"
effective with year-end 1999. This standard requires that companies disclose
selected information by operating segment. SFAS 131 defines an operating segment
as a component of a company which engages in business activities from which it
may earn revenues and incur expenses; has its operating results regularly
reviewed by the entity's chief operating decision makers to make decisions about
the allocation of resources and the assessment of performance; and has discrete
financial information available. Based on the economic characteristics of the
Company's business activities,the nature of products, customers and markets
served, and the performance evaluation by management and the Company's Board of
Directors, the Company has identified three reportable segments: Engine/Mobile
Filtration, Industrial/Environmental Filtration and Packaging.

The Engine/Mobile Filtration segment manufactures and markets a complete line of
filters used in the filtration of oils, air, fuel, coolant, hydraulic and
transmission fluids in both domestic and international markets. The
Engine/Mobile Filtration segment provides filters for certain types of
transportation equipment including automobiles, heavy-duty and light trucks,
buses and locomotives, marine and mining equipment, industrial equipment and
heavy-duty construc-




<PAGE>
--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
(Dollars in thousands except per share data)

tion and agricultural equipment. The products are sold to aftermarket
distributors, original equipment manufacturers and dealer networks, private
label accounts and directly to truck service centers and large national
accounts.

The Industrial/Environmental Filtration segment manufactures and markets a
complete line of filters, cartridges, dust collectors and filtration systems
used in the filtration of air and industrial fluid processes in both domestic
and international markets. The filters and filter systems are used in commercial
and industrial buildings, hospitals, manufacturing processes, pharmaceutical
processes, clean rooms, airports, shipyards, refineries, power generation plants
and residences. The products are sold to commercial and industrial distributors,
original equipment manufacturers and dealer networks, private label accounts,
retailers and directly to large national accounts.

The Packaging segment manufactures and markets consumer and industrial packaging
products including custom-designed plastic and metal containers and closures and
lithographed metal sheets in both domestic and international markets. The
products are sold directly to consumer and industrial packaging customers. As
discussed in Note P, the Company received a settlement payment of $7,000 for the
early termination of a supply and license agreement and in connection therewith
recognized an impairment loss in its Packaging segment of $2,422 related to
certain plant assets as discussed in Note E. The segment's sales of plastic
closures were reduced in 2001 as a result of the termination of the agreement.

Net sales represent sales to unaffiliated customers. No single customer or class
of product accounted for 10% or more of the Company's consolidated 2001 sales.
Intersegment sales are not material. Assets are those assets used in each
business segment. Corporate assets consist of cash and short-term cash
investments, deferred income taxes, headquarters facility and equipment, pension
assets and various other assets that are not specific to an operating segment.
Unallocated amounts include interest income and expense and other non-operating
income and expense items.

The segment data for the years ended November 30, 2001, 2000 and 1999 were as
follows:

                                          2001       2000         1999
--------------------------------------------------------------------------------
Net sales:
Engine/Mobile Filtration ..........   $ 250,960    $ 259,791    $ 238,680
Industrial/Environmental Filtration     346,394      319,746      174,889
Packaging .........................      69,610       72,611       64,300
                                      -----------------------------------
                                      $ 666,964    $ 652,148    $ 477,869
                                      ===================================
Operating profit:
Engine/Mobile Filtration ..........   $  51,785    $  49,162    $  43,591
Industrial/Environmental Filtration      16,761       18,433        5,120
Packaging .........................       7,264        8,392        7,366
                                      -----------------------------------
                                         75,810       75,987       56,077
Other income (expense) ............     (10,076)     (12,500)        (462)
                                      -----------------------------------
Earnings before income taxes and
   minority interests .............   $  65,734    $  63,487    $  55,615
                                      ===================================
Identifiable assets:
Engine/Mobile Filtration ..........   $ 135,265    $ 144,563    $ 137,351
Industrial/Environmental Filtration     303,901      271,669      241,471
Packaging .........................      41,652       41,891       36,173
Corporate .........................      49,799       43,807       57,996
                                      -----------------------------------
                                      $ 530,617    $ 501,930    $ 472,991
                                      ===================================
Additions to plant assets:
Engine/Mobile Filtration ..........   $   3,852    $   7,588    $  13,115
Industrial/Environmental Filtration       8,746       10,842        4,824
Packaging .........................       5,404        8,045        3,217
Corporate .........................         202        2,530          666
                                      -----------------------------------
                                      $  18,204    $  29,005    $  21,822
                                      ===================================
Depreciation and amortization:
Engine/Mobile Filtration ..........   $   7,725    $   7,475    $   6,944
Industrial/Environmental Filtration      10,711       10,145        5,132
Packaging .........................       2,725        2,832        2,742
Corporate .........................         689          627          554
                                      -----------------------------------
                                      $  21,850    $  21,079    $  15,372
                                      ===================================

Financial data relating to the geographic areas in which the Company operates
are shown for the years ended November 30, 2001, 2000 and 1999. Net sales by
geographic area are based on sales to final customers within that region.

                                         2001        2000         1999
--------------------------------------------------------------------------------
Net sales:
United States ..................      $549,210     $532,210     $399,717
Europe .........................        58,490       60,250       35,984
Other international ............        59,264       59,688       42,168
                                      ----------------------------------
                                      $666,964     $652,148     $477,869
                                      ===================================
Plant assets, at cost
  less accumulated depreciation:
United States ..................      $131,171     $133,323     $119,196
Europe .........................         5,144        5,695        5,650
Other international ............         1,001        1,103        1,180
                                      ----------------------------------
                                      $137,316     $140,121     $126,026
                                      ===================================

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VII)
<SEQUENCE>8
<FILENAME>c66960ex13-avii.txt
<DESCRIPTION>REPORT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>
                                                              EXHIBIT 13(a)(vii)
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------

The Board of Directors and Shareholders
CLARCOR Inc.
Rockford, Illinois

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, shareholders' equity and cash flows present
fairly, in all material respects, the consolidated financial position of CLARCOR
Inc. and its subsidiaries at November 30, 2001 and November 30, 2000 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended November 30, 2001, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP


Chicago, Illinois
January 8, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(VIII)
<SEQUENCE>9
<FILENAME>c66960ex13-aviii.txt
<DESCRIPTION>MANAGEMENT'S REPORT
<TEXT>
<PAGE>
                                                             EXHIBIT 13(a)(viii)
--------------------------------------------------------------------------------
MANAGEMENT'S REPORT ON RESPONSIBILITY
FOR FINANCIAL REPORTING
--------------------------------------------------------------------------------

The management of CLARCOR is responsible for the preparation, integrity and
objectivity of the Company's financial statements and the other financial
information in this report. The financial statements were prepared in conformity
with generally accepted accounting principles and reflect, in all material
respects, the results of operations and the Company's financial position for the
periods shown. The financial statements are presented on the accrual basis of
accounting and, where appropriate, reflect estimates based upon judgments of
management.

In addition, management maintains a system of internal controls designed to
assure that Company assets are safeguarded from loss or unauthorized use or
disposition. Also, the controls system provides assurance that transactions are
authorized according to the intent of management and are accurately recorded to
permit the preparation of financial statements in accordance with generally
accepted accounting principles. For the periods covered by the financial
statements in this report, management believes this system of internal controls
was effective concerning all material matters. The effectiveness of the controls
system is supported by the selection and training of qualified personnel, an
organizational structure that provides an appropriate division of
responsibility, a strong budgetary system of control and a comprehensive
internal audit program.

The Audit Committee of the Board of Directors, which is composed of three
outside directors, serves in an oversight role to assure the integrity and
objectivity of the Company's financial reporting process. The Committee meets
periodically with representatives of management and the independent and internal
auditors to review matters of a material nature related to financial reporting
and the planning, results and recommendations of audits. The independent and
internal auditors have free access to the Audit Committee. The Committee is also
responsible for making recommendations to the Board of Directors concerning the
selection of the independent auditors.


/s/ NORMAN E. JOHNSON

Norman E. Johnson
Chairman, President and
Chief Executive Officer


/s/ BRUCE A. KLEIN

Bruce A. Klein
Vice President-Finance and
Chief Financial Officer


/s/ MARCIA S. BLAYLOCK
Marcia S. Blaylock
Vice President, Controller


January 8, 2002





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(IX)
<SEQUENCE>10
<FILENAME>c66960ex13-aix.txt
<DESCRIPTION>INFORMATION UNDER THE CAPTION "11-YR FIN. REVIEW"
<TEXT>
<PAGE>
                                                               EXHIBIT 13(a)(ix)
--------------------------------------------------------------------------------
11-YEAR FINANCIAL REVIEW
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                             2001        2000          1999       1998
---------------------------------------------------------------------------------------------------------
<S>                                                       <C>         <C>           <C>         <C>
PER SHARE
Equity ................................................   $   11.14   $    9.93     $    8.77   $   7.80
Diluted Earnings from Continuing Operations ...........        1.68        1.64          1.46       1.30
Diluted Net Earnings ..................................        1.68        1.64          1.46       1.30
Dividends .............................................      0.4725      0.4625        0.4525     0.4425
Price: High ...........................................       27.59       21.44         21.38      24.63
       Low ............................................       16.88       16.06         14.25      14.25
---------------------------------------------------------------------------------------------------------
EARNINGS DATA ($000)
Net Sales .............................................   $ 666,964   $ 652,148     $ 477,869   $426,773
Operating Profit ......................................      75,810      75,987        56,077     51,663
Interest Expense ......................................      10,270      11,534         3,733      2,336
Pretax Income .........................................      65,734      63,487        55,615     51,347
Income Taxes ..........................................      23,804      23,201        20,137     19,262
Income from Continuing Operations .....................      41,893      40,237        35,412     32,079
Income from Discontinued Operations ...................        --          --            --         --
Cumulative Effect of Accounting Changes ...............        --          --            --         --
Net Earnings ..........................................      41,893      40,237        35,412     32,079
Basic Average Shares Outstanding ......................      24,535      24,270        23,970     24,268
Diluted Average Shares Outstanding ....................      24,892      24,506        24,314     24,649
---------------------------------------------------------------------------------------------------------
EARNINGS ANALYSIS
Operating Margin ......................................        11.4%       11.7%         11.7%      12.1%
Pretax Margin .........................................         9.9%        9.7%         11.6%      12.0%
Effective Tax Rate ....................................        36.2%       36.5%         36.2%      37.5%
Net Margin-Continuing Operations ......................         6.3%        6.2%          7.4%       7.5%
Net Margin ............................................         6.3%        6.2%          7.4%       7.5%
Return on Beginning Assets ............................         8.3%        8.5%         11.6%      11.5%
Return on Beginning Shareholders' Equity ..............        17.3%       19.1%         19.0%      18.7%
Dividend Payout to Net Earnings .......................        27.6%       27.9%         30.5%      33.4%
---------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA ($000)
Current Assets ........................................   $ 244,350   $ 230,479     $ 227,670   $168,173
Plant Assets, Net .....................................     137,316     140,121       126,026     86,389
Total Assets ..........................................     530,617     501,930       472,991    305,766
Current Liabilities ...................................      94,931      97,826        97,475     61,183
Long-Term Debt ........................................     135,203     141,486       145,981     36,419
Shareholders' Equity ..................................     274,261     242,093       210,718    186,807
---------------------------------------------------------------------------------------------------------
BALANCE SHEET ANALYSIS ($000)
Debt to Capitalization ................................        33.0%       36.9%         40.9%      16.3%
Working Capital .......................................   $ 149,419   $ 132,653     $ 130,195   $106,990
Current Ratio .........................................         2.6         2.4           2.3        2.7
---------------------------------------------------------------------------------------------------------
CASH FLOW DATA ($000)
From Operations .......................................   $  63,290   $  54,130     $  38,642   $ 42,267
For Investment ........................................     (51,353)    (42,125)     (160,658)   (19,290)
From/(For) Financing ..................................     (15,326)    (15,862)      103,501    (19,943)
Change in Cash & Equivalents ..........................      (3,446)     (3,881)      (18,576)     2,997
Capital Expenditures ..................................      18,204      29,005        21,822     15,825
Depreciation & Amortization ...........................      21,850      21,079        15,372     12,380
Dividends Paid ........................................      11,575      11,207        10,814     10,717
Net Interest Expense ..................................       9,616      10,836         2,282      1,053
Income Taxes Paid .....................................      26,858      16,485        22,234     16,199
EBITDA (A) ............................................     100,082      97,066        71,449     64,043
Free Cash Flow (B) ....................................      33,511      13,918         6,006     15,725
---------------------------------------------------------------------------------------------------------
</TABLE>


(A) Operating profit before depreciation, asset impairment and amortization.
(B) Cash flow from operations less capital expenditures and dividends paid.





<PAGE>
--------------------------------------------------------------------------------
11-YEAR FINANCIAL REVIEW
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                    1997        1996          1995        1994       1993         1992        1991
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>         <C>          <C>         <C>          <C>         <C>         <C>
PER SHARE
Equity ........................................  $    7.06   $    6.46    $    5.79   $    5.18    $   4.63    $   4.39    $   4.26
Diluted Earnings from Continuing Operations ...       1.11        1.07         0.97        0.87        0.72        0.66        0.78
Diluted Net Earnings ..........................       1.11        1.07         0.97        0.89        0.72        0.56        0.79
Dividends .....................................     0.4350      0.4283       0.4217      0.4150      0.4067      0.4000      0.3667
Price: High ...................................      20.79       16.75        18.00       14.92       13.33       15.00       15.11
       Low ....................................      13.33       12.42        12.08       10.58       10.67       10.00        8.67
------------------------------------------------------------------------------------------------------------------------------------
EARNINGS DATA ($000)
Net Sales .....................................  $ 394,264   $ 372,382    $ 330,110   $ 300,450    $253,211    $218,172    $213,999
Operating Profit ..............................     44,424      42,596       38,728      33,188      29,960      27,810      32,204
Interest Expense ..............................      2,759       3,822        3,418       3,298       3,979       4,438       4,402
Pretax Income .................................     44,192      41,405       36,631      31,886      27,221      24,930      28,778
Income Taxes ..................................     17,164      15,315       13,060      12,057       9,944       8,941      10,095
Income from Continuing Operations .............     26,918      25,945       23,500      20,786      17,277      15,989      18,683
Income from Discontinued Operations ...........       --          --           --          --          --          --           297
Cumulative Effect of Accounting Changes .......       --          --           --           630        --        (2,370)       --
Net Earnings ..................................     26,918      25,945       23,500      21,416      17,277      13,619      18,980
Basic Average Shares Outstanding ..............     24,133      23,908       23,850      23,804      23,831      24,030      23,915
Diluted Average Shares Outstanding ............     24,344      24,217       24,205      24,030      24,076      24,346      23,988
------------------------------------------------------------------------------------------------------------------------------------
EARNINGS ANALYSIS
Operating Margin ..............................       11.3%       11.4%        11.7%       11.0%       11.8%       12.7%       15.0%
Pretax Margin .................................       11.2%       11.1%        11.1%       10.6%       10.8%       11.4%       13.4%
Effective Tax Rate ............................       38.8%       37.0%        35.7%       37.8%       36.5%       35.9%       35.1%
Net Margin-Continuing Operations ..............        6.8%        7.0%         7.1%        6.9%        6.8%        7.3%        8.7%
Net Margin ....................................        6.8%        7.0%         7.1%        7.1%        6.8%        6.2%        8.9%
Return on Beginning Assets ....................       10.1%       10.6%        11.4%       11.2%        9.5%        7.6%       11.6%
Return on Beginning Shareholders' Equity ......       17.4%       18.8%        19.1%       19.4%       16.4%       13.4%       21.3%
Dividend Payout to Net Earnings ...............       38.2%       36.7%        39.7%       43.0%       52.3%       65.8%       43.0%
------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA ($000)
Current Assets ................................  $ 160,527   $ 140,726    $ 133,286   $ 109,992    $ 97,569    $105,067    $ 87,322
Plant Assets, Net .............................     82,905      84,525       73,047      58,787      53,839      42,324      52,324
Total Assets ..................................    282,519     267,019      245,697     206,928     191,657     181,660     179,337
Current Liabilities ...........................     54,237      51,297       49,841      43,926      37,647      30,559      25,977
Long-Term Debt ................................     37,656      43,449       41,860      25,090      32,650      38,534      45,406
Shareholders' Equity ..........................    171,162     154,681      138,144     122,801     110,299     105,460     102,000
------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET ANALYSIS ($000)
Debt to Capitalization ........................       18.0%       21.9%        23.3%       17.0%       22.8%       26.8%       30.8%
Working Capital ...............................  $ 106,290   $  89,429    $  83,445   $  66,066    $ 59,922    $ 74,508    $ 61,345
Current Ratio .................................        3.0         2.7          2.7         2.5         2.6         3.4         3.4
------------------------------------------------------------------------------------------------------------------------------------
CASH FLOW DATA ($000)
From Operations ...............................  $  41,632   $  26,675    $  21,092   $  25,670    $ 20,727    $ 23,456    $ 19,012
For Investment ................................     (8,193)    (18,934)     (29,044)     (1,159)        (74)     (7,737)    (15,848)
From/(For) Financing ..........................    (21,850)     (8,774)       7,226     (18,656)    (22,772)     (9,929)     (8,059)
Change in Cash & Equivalents ..................     11,497        (964)        (684)      5,912      (2,197)      5,811      (4,895)
Capital Expenditures ..........................     11,349      22,230       14,471      12,119      10,776       8,290      10,804
Depreciation & Amortization ...................     11,600      10,704        9,145       8,166       7,227       8,387       7,722
Dividends Paid ................................     10,290       9,512        9,330       9,201       9,036       8,958       8,165
Net Interest Expense ..........................      1,739       2,991        2,560       2,750       3,104       4,140       3,280
Income Taxes Paid .............................     15,112      11,230       11,939      10,194      10,059      11,200       9,693
EBITDA (A) ....................................     56,024      53,300       47,873      41,354      37,187      36,197      39,926
Free Cash Flow (B) ............................     19,993      (5,067)      (2,709)      4,350         915       6,208          43
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.(A)(X)
<SEQUENCE>11
<FILENAME>c66960ex13-ax.txt
<DESCRIPTION>MANAGEMENT'S DISCUSSION AND ANALYSIS
<TEXT>
<PAGE>
                                                                EXHIBIT 13(a)(x)
--------------------------------------------------------------------------------
FINANCIAL REVIEW
--------------------------------------------------------------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)

CLARCOR's operating results for fiscal 2001 reached record levels for sales,
cash flow and earnings. Fiscal 2001 included six-month results from Total
Filtration Services, Inc. (TFS) which was acquired at the beginning of the third
quarter of fiscal 2001. This acquisition increased CLARCOR's sales and operating
profit, and after related interest and amortization expenses, also increased net
earnings and diluted earnings per share in fiscal 2001. Purchase accounting
adjustments for the acquisition will be completed in fiscal 2002 as described in
Note C to the Consolidated Financial Statements. The Company also made several
smaller acquisitions in fiscal 2000 that were not material to the Company's
operating results. Fiscal 2000 included the full-year results from three
industrial filtration companies (hereafter, the Industrial Filtration
Acquisitions) that were acquired at the beginning of the fourth quarter 1999.
TFS, the Industrial Filtration Acquisitions and the smaller fiscal 2000
acquisitions are included in the Industrial/Environmental Filtration segment.

The information presented in this financial review should be read in conjunction
with other financial information provided throughout this 2001 Annual Report.
The following discussion of operating results focuses on the Company's three
reportable business segments: Engine/Mobile Filtration, Industrial/Environmental
Filtration and Packaging. Fiscal 2001 was a fifty-two week year for the Company
and fiscal years 2000 and 1999 were fifty-three and fifty-two week years,
respectively.

OPERATING RESULTS

SALES

Net sales in fiscal 2001 were $667.0 million, a 2.3% increase from $652.1
million in fiscal 2000. The 2001 net sales included approximately $28 million
for TFS which was acquired at the beginning of the third quarter. Fiscal 2000
included approximately $12-$13 million in additional sales compared to fiscal
2001 as fiscal year 2000 was a fifty-three week year for the Company. The 2001
sales increase was the 15th consecutive year of sales growth for the Company.
Net sales grew 36.5% in 2000 over the 1999 level of $477.9 million primarily due
to a full year of sales from the Industrial Filtration Acquisitions compared to
1999 which included only the fourth quarter activity. Excluding the additional
sales from the Industrial Filtration Acquisitions, sales increased approximately
11% in 2000 from 1999.

Comparative net sales information related to CLARCOR's operating segments is
shown in the following tables.

                                                              2001 VS. 2000
                                                                 CHANGE
                                                             --------------
NET SALES                                   2001   % TOTAL      $       %
---------------------------------------------------------------------------
Engine/Mobile Filtration ...............   $251.0    37.6%   $(8.8)   -3.4%
Industrial/Environmental Filtration ....    346.4    52.0%    26.7     8.3%
Packaging ..............................     69.6    10.4%    (3.0)   -4.1%
                                           --------------------------------
   Total ...............................   $667.0   100.0%   $14.9     2.3%
                                           ================================


                                                                 2000 vs. 1999
                                                                    Change
                                                               ----------------
NET SALES                                   2000     % Total      $         %
-------------------------------------------------------------------------------
Engine/Mobile Filtration ...............   $259.8      39.9%   $ 21.1      8.8%
Industrial/Environmental Filtration ....    319.7      49.0%    144.8     82.8%
Packaging ..............................     72.6      11.1%      8.3     12.9%
                                           ------------------------------------
   Total ...............................   $652.1     100.0%   $174.2     36.5%
                                           ====================================

The Engine/Mobile Filtration segment's sales decreased 3.4% in 2001 from 2000,or
approximately 1.5%,excluding the additional week in fiscal 2000. The segment's
sales were lower than expected for fiscal 2001 due to the slow down in the
U.S. economy that led to competitive pricing pressures and a reduction in
inventory levels and product demand by our customers. Fiscal 2000 sales included
increases for heavy-duty, light-duty and railroad filter products from both
domestic and international markets compared to fiscal 1999. The segment's sales
were favorably impacted in 2000 by new product introductions, additional OEM
sales, and penetration into new domestic and international distribution
channels, primarily through sales to quick lube and truck service centers,
fleets and automotive parts buying groups.

The Company's Industrial/Environmental Filtration segment recorded an 8.3%
increase in sales in 2001 over 2000. Included in 2001 were sales of
approximately $28 million for six months of activity from TFS. Excluding sales
from TFS and the additional week in fiscal 2000, sales for the segment increased
approximately 1.5% compared to fiscal 2000. Fiscal 2001 also included additional
sales from new products introduced late in fiscal 2000 and greater distribution
coverage for environmental filters. This increase was partially offset by lower
sales due to the U.S. economic recession which primarily affected sales of
filtration equipment and systems. The segment's sales increased 82.8% in 2000,or
excluding acquisitions, approximately 11% over fiscal 1999. The 11% sales
increase resulted primarily from higher sales of environmental air filtration
and electrostatic air quality products.

The Packaging segment's sales of $69.6 million decreased 4.1% in fiscal 2001
from 2000. Included in 2001 was a non-recurring $7.0 million payment arising
from the early termination of a supply and license agreement by a customer.
Sales to this customer of plastic closures decreased substantially beginning in
the first quarter 2001. The segment was unable to completely replace this
business during the year although sales increased for non-promotional metal
packaging products and flat sheet decorating. The segment focuses on sales of
non-promotional packaging products such as metal closures for food and beverage
containers, wire spools, and film and battery cartridges. This focus resulted in
a 12.9% increase in sales in 2000 from 1999.

OPERATING PROFIT

Operating profit of $75.8 million in 2001 was slightly lower than $76.0 million
in 2000. Operating profit in 2001 included approximately $1.2 million from the
TFS acquisition and operating profit in 2000 included approximately $1.5 million
of additional profit due to the fifty-three week fiscal year in 2000. Operating
profit increased 35.5% in fiscal 2000 from 1999. Excluding the Industrial
Filtration Acquisitions, fiscal

<PAGE>

--------------------------------------------------------------------------------
FINANCIAL REVIEW
--------------------------------------------------------------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)


2000 operating profit rose approximately 19% over fiscal 1999. Operating margin
was 11.4% of sales in 2001 and 11.7% of sales in both fiscal 2000 and 1999.

In both fiscal 2001 and 2000,continued cost reductions, improved manufacturing
productivity and the integration of acquired businesses positively impacted
operating margin. These profit improvements offset, in part, competitive pricing
pressures and cost increases the Company experienced for energy, employee
insurance and pensions. Selling and administrative expenses were reduced to
$119.7 million in 2001 from $122.3 million in 2000 primarily due to
discretionary cost reductions and reduced incentive compensation expenses.
Selling and administrative expenses increased to $122.3 million in 2000 from
$92.5 million in 1999 primarily due to the Industrial Filtration Acquisitions
that were included for an additional nine months in 2000 and related
amortization charges, and also due to new product development and sales and
marketing programs. Although foreign currency fluctuations reduced sales and
operating profit in fiscal 2001 and 2000, currency adjustments did not have a
material impact on consolidated operating profit in 2001, 2000 or 1999.

Comparative operating profit information related to the Company's business
segments is as follows.

                                                              2001 VS. 2000
                                                                 CHANGE
                                                            ----------------
OPERATING PROFIT                            2001  % TOTAL      $         %
----------------------------------------------------------------------------
Engine/Mobile Filtration ...............   $51.8    68.3%   $  2.6      5.3%
Industrial/Environmental Filtration ....    16.8    22.1%     (1.6)    -9.1%
Packaging ..............................     7.2     9.6%     (1.2)   -13.4%
                                           ---------------------------------
   Total ...............................   $75.8   100.0%   $ (0.2)    -0.2%
                                           =================================


                                                              2000 vs. 1999
                                                                 Change
                                                            ----------------
OPERATING PROFIT                            2000  % Total      $         %
----------------------------------------------------------------------------
Engine/Mobile Filtration ...............   $49.2    64.7%   $  5.6     12.8%
Industrial/Environmental Filtration ....    18.4    24.3%     13.3    260.0%
Packaging ..............................     8.4    11.0%      1.0     13.9%
                                           ---------------------------------
   Total ...............................   $76.0   100.0%   $ 19.9     35.5%
                                           =================================

OPERATING MARGIN AS A
PERCENT OF NET SALES                        2001         2000          1999
----------------------------------------------------------------------------
Engine/Mobile Filtration ...............    20.6%        18.9%         18.3%
Industrial/Environmental Filtration ....     4.8%         5.8%          2.9%
Packaging ..............................    10.4%        11.6%         11.5%
                                           ---------------------------------
   Total ...............................    11.4%        11.7%         11.7%
                                           =================================

Operating profit for the Engine/Mobile Filtration segment increased to $51.8
million in 2001 from $49.2 million in 2000, an increase of 5.3%. Operating
margin as a percent of sales in fiscal 2001 improved to a record 20.6% from
18.9% in 2000 and 18.3% in 1999. In fiscal 2001,the segment's operating margin
improved as a result of material and labor cost reductions and improved
productivity in its main distribution and light-duty filter manufacturing
facilities. These improvements more than offset increased energy and employee
insurance costs and competitive pricing pressures. In fiscal 2000,the segment's
operating profit was favorably impacted compared to 1999 by higher sales
volumes, productivity improvements and reduced legal costs, which more than
offset the negative impacts of increased energy, labor and raw material costs.

The Industrial/Environmental Filtration segment's operating profit in 2001 was
$16.8 million, a decrease from $18.4 million in 2000 primarily as a result of
start-up costs early in fiscal 2001 related to two new production facilities and
reduced sales of filtration equipment and systems. The start-up costs associated
with the new facilities and new product introductions decreased during the third
quarter of 2001 as production efficiencies and capacity utilization improved.
Fiscal 2001 also included approximately $1.2 million of operating profit from
TFS for the six-month period since the acquisition. The segment's operating
profit of $18.4 million in 2000 increased significantly from $5.1 million in
1999. Approximately $9 million of the increase was due to the Industrial
Filtration Acquisitions. The remaining increase of $4.3 million, or an increase
of approximately 90%, was due to improvements in previously existing businesses.
The increased profit in these businesses reflected a significantly higher sales
volume of industrial and environmental air filtration products, improved
manufacturing operations and significant reductions in overhead and
administrative costs, many of which were implemented beginning in fiscal 1999.

The Packaging segment's operating profit in fiscal 2001 decreased to $7.2
million from $8.4 million in fiscal 2000. Fiscal 2001 results included
approximately $7.0 million related to a non-recurring termination payment from a
customer that was reduced by $2.4 million for related asset impairment charges.
Excluding this item, operating profit was lower than 2000 due to the lower sales
of plastic closures to this customer, reduced capacity utilization, higher
energy and pension costs, and increased costs related to the installation of new
lithography equipment in early 2001. Due to difficulties with the start-up of
this new equipment, plant utilization was reduced throughout 2001 from expected
levels and costs were incurred for product scrap and rework. In fiscal 2000, the
segment's operating profit increased to $8.4 million from $7.4 million in 1999,
or 13.9%. This increase resulted from better capacity utilization, a significant
increase in sales volume and reduced discretionary spending.

OTHER INCOME & EXPENSE

Net other expense totaled $10.1 million in 2001, $12.5 million in 2000 and $0.5
million in 1999. Interest expense of $10.3 million was lower in 2001 compared
with $11.5 million in 2000, due to declining interest rates and reduced overall
borrowings during the year. Interest expense increased in 2000 from $3.7 million
in 1999 due to additional borrowings in the fourth quarter of 1999 for the
Industrial Filtration Acquisitions. Interest income was $0.7 million for both
2001 and 2000, which was reduced from $1.5 million in 1999 as a result of lower
interest rates and lower average cash and short-term cash investment balances
primarily due to the use of cash for acquisitions in 1999. Currency gains of
$0.2 million in 2001 and losses of $1.2 million in 2000 resulted primarily from
fluctuations in European currency exchange rates against the U.S. dollar. There
were no significant gains or losses on the disposition of plant assets in fiscal
2001 or 2000; however, a gain of $1.7 million recorded in 1999 was primarily
from the sale of a building.

<PAGE>

PROVISION FOR INCOME TAXES

The provision for income taxes in 2001 was $23.8 million and resulted in an
effective tax rate of 36.2%, which was slightly lower than the effective tax
rate of 36.5% in 2000. The effective tax rate was 36.2% in 1999. The effective
tax rate in 2002 is expected to be approximately the same rate as recorded in
2001.

NET EARNINGS AND EARNINGS PER SHARE

Net earnings were a record $41.9 million in 2001,or diluted earnings per share
of $1.68, compared to $40.2 million, or $1.64 per diluted share in 2000. Net
earnings in 1999 were $35.4 million, or $1.46 per diluted share. Diluted average
shares outstanding for fiscal 2001 were 24,892,062 compared to 24,506,171 for
2000,an increase of 1.6%. Diluted average shares outstanding for fiscal 1999
were 24,313,607. The increase in outstanding shares was primarily due to stock
options.

FINANCIAL CONDITION

CORPORATE LIQUIDITY

The Consolidated Statements of Cash Flows are shown on page 15, and this
discussion of corporate liquidity should be read in conjunction with information
presented in those statements.

Cash and short-term cash investments decreased to $7.4 million at year-end 2001
from $10.9 million at year-end 2000. Cash provided by operating activities
totaled $63.3 million in 2001 compared to $54.1 million in 2000 and $38.6
million in 1999. As a result of an increased emphasis on working capital
management during fiscal 2001, accounts receivable and inventories decreased
excluding the TFS assets acquired in the third quarter 2001. Accounts receivable
and inventories increased during 2000 due to the higher level of business
activity throughout the Company. Other current assets and pension liabilities
were reduced in 2000 as restricted trust assets were used for the payment of
nonqualified pension liabilities. Depreciation and amortization increased in
fiscal 2000 from 1999 primarily due to the fourth quarter 1999 Industrial
Filtration Acquisitions.

The Company used cash of $51.4 million for investing activities in 2001, $42.1
million in 2000 and $160.7 million in 1999. Cash used for acquisitions in 2001,
primarily for TFS, totaled $33.4 million, while cash used for the acquisition of
several small filtration businesses in 2000 totaled $12.7 million. In fiscal
1999, $142.7 million, net of cash acquired, was used for acquisitions, primarily
the Industrial Filtration Acquisitions. Additions to plant assets totaled $18.2
million in 2001 and included residual payments on several projects begun in
fiscal 2000. Additions to plant assets in 2000 totaled $29.0 million and
included payments on new state-of-the-art lithography equipment, the purchase
and refurbishment of a manufacturing building in Campbellsville, Kentucky, and
additional manufacturing capacity throughout the Company. Additions to plant
assets in 1999 of $21.8 million included adding plant capacity and the
completion of an expansion to a manufacturing and distribution facility in
Kearney, Nebraska. Cash of $3.9 million was received in 1999 primarily from the
sale of a building.

Net cash used in financing activities totaled $15.3 million and $15.9 million in
2001 and 2000, respectively. The Company received $8.0 million in 2001 from the
issuance of industrial revenue bonds related to the manufacturing facility in
Campbellsville, Kentucky. During 2001 the Company also borrowed an additional
$27.5 million against a revolving credit agreement, primarily for the TFS
acquisition; however, payments of $36.5 million were made during the year which
reduced the total borrowed from the agreement at year-end 2001 to $107.0
million. The Company borrowed a net additional $1.0 million against the
revolving credit agreement during 2000. Net cash provided by financing
activities in fiscal 1999 totaled $103.5 million and included $115.0 million in
borrowings used for the Industrial Filtration Acquisitions. The Company did not
repurchase any shares in 2001 or 2000 under the remaining authorization of
approximately 920,000 shares from the December 1997 Board of Directors' approved
stock repurchase plan. The Company purchased 50,000 shares of CLARCOR common
stock for $0.9 million in 1999. Dividend payments totaled $11.6 million, $11.2
million and $10.8 million in 2001,2000 and 1999,respectively. Payments on
long-term debt were $5.3 million in 2001, $7.0 million in 2000 and $0.5 million
in 1999.

CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, pay dividends, provide
for additions and the replacement of necessary plant facilities, and to service
and repay long-term debt. Capital expenditures for normal facility
maintenance, productivity improvements and new products are expected to be
approximately $21-$23 million in fiscal 2002. Due to the September 1999
Industrial Filtration Acquisitions, a $185.0 million multicurrency revolving
credit facility was established with several financial institutions. Of the
$185.0 million, a total of $107.0 million of the credit facility was outstanding
as of year-end 2001 and $11.2 million was outstanding for letters of credit.
Principal payments on long-term debt will be approximately $5.6 million in 2002
based on scheduled payments in current debt agreements. No payments are required
in fiscal 2002 on the multicurrency revolving credit facility and the Company is
in compliance with all covenants related to the credit facility, as described in
Note H to the Consolidated Financial Statements. Other than operating leases, as
described in Note I to the Consolidated Financial Statements, the Company has no
material off-balance sheet arrangements. Commitments for noncancellable leases
in 2002 total approximately $7.3 million.

While customer demand for our products will affect operating cash flow, the
Company is not aware of any known trends, demands or reasonably likely events
that would materially affect cash flow from operations in the future. It is
possible that business acquisitions or dispositions could be made in the future
that may require changes in the Company's debt and capitalization.

CAPITAL RESOURCES

The Company's financial position at November 30,2001 continued to be
sufficiently liquid to support current operations. Total assets increased to
$530.6 million at the end of fiscal 2001,an increase of 5.7% from the year-end
2000 level of $501.9 million. Total current assets increased to $244.4 million

<PAGE>
--------------------------------------------------------------------------------
FINANCIAL REVIEW
--------------------------------------------------------------------------------
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)


from $230.5 million at year-end 2000 and total current liabilities decreased to
$94.9 million from $97.8 million at year-end 2000. The current ratio was 2.6 at
year-end 2001 compared to 2.4 at year-end 2000. Excluding the TFS assets
acquired at the beginning of the third quarter 2001,accounts receivable and
inventories decreased during fiscal 2001 partially due to increased emphasis on
working capital management. Current liabilities at year-end 2001 were lower
primarily due to reduced accruals for incentive plans and income taxes. Plant
assets decreased to $137.3 million as a result of increased depreciation and the
write-off of certain Packaging manufacturing equipment, which offset the plant
asset additions made during the year. Acquired intangibles increased to $116.7
million primarily due to the acquisition of TFS during fiscal 2001. Current
liabilities include accruals for costs related to litigation matters arising in
the normal course of business. See Note L in the Notes to Consolidated Financial
Statements for further information on these matters.

Long-term debt of $135.2 million at year-end 2001 included the borrowing against
the revolving credit facility. Shareholders' equity increased to $274.3 million
from $242.1 million at year-end 2000. The increase in shareholders' equity
resulted primarily from net earnings of $41.9 million offset by dividend
payments of $11.6 million, or $0.4725 per share. Long-term debt decreased to
33.0% of total capitalization at year-end 2001,compared to 36.9% at year-end
2000.

At November 30, 2001, CLARCOR had 24,626,236 shares of common stock outstanding
at $1.00 par value, compared to 24,381,307 shares outstanding at the end of
2000.

OTHER MATTERS

MARKET RISK

The Company's market risk is primarily the potential loss arising from adverse
changes in interest rates. The Company's long-term debt obligations are
primarily at variable LIBOR associated rates and fixed interest rates and are
denominated in U.S. dollars. In order to minimize the long-term costs of
borrowing, the Company manages its interest rate risk by monitoring trends in
rates as a basis for determining whether to enter into fixed rate or variable
rate agreements. In addition, during fiscal 2000 the Company entered into
several interest rate agreements related to the revolving credit agreement as
described in Note H to the Consolidated Financial Statements. Market risk is
estimated as the potential change in fair value of the Company's long-term debt
obligations resulting from a hypothetical 1% increase in interest rates. A
hypothetical 1% increase in interest rates on the Company's variable rate
agreements would adversely affect fiscal 2002 net earnings and cash flows by
approximately $0.4 million and reduce the fair value of fixed rate long-term
debt, as measured at November 30, 2001, by approximately $0.3 million. Last
year, a hypothetical 1% increase in interest rates would have adversely affected
fiscal 2001's net earnings and cash flows by approximately $0.3 million and
reduced the fair value of fixed rate long-term debt by approximately $0.9
million.

Although the Company continues to evaluate derivative financial instruments,
including forwards, swaps and purchased options, to manage foreign currency
exchange rate changes, the Company did not hold derivatives for trading purposes
during 2001, 2000 or 1999. The Company uses forward exchange contracts on a
limited basis to manage foreign currency exchange risk related to certain
transactions, primarily equipment purchases denominated in currencies other than
U.S. dollars. As a result of increased foreign sales and business activities,
the Company will continue to evaluate the use of derivative financial
instruments to manage foreign currency exchange rate changes in the future.

CRITICAL ACCOUNTING POLICIES

The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Consolidated
Financial Statements. These policies have been consistently applied in all
material respects and address such matters as revenue recognition, depreciation
methods, inventory valuation, asset impairment recognition, business combination
accounting and pension and postretirement benefits. While the estimates and
judgments associated with the application of these policies may be affected by
different assumptions or conditions, the Company believes the estimates and
judgments associated with the reported amounts are appropriate in the
circumstances.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001,the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 141, "Business Combinations" and SFAS
No. 142,"Goodwill and Other Intangible Assets." SFAS 141 requires that the
purchase method of accounting be used for business combinations initiated
after June 30,2001. Under SFAS 142,amortization of goodwill, including goodwill
recorded in past business combinations, will discontinue upon adoption of this
standard. In addition, goodwill and intangible assets with indefinite lives will
be tested for impairment in accordance with the provisions of SFAS 142.
Although not required to adopt the provisions of SFAS 142 until fiscal
2003,the Company expects to adopt SFAS 142 in the first quarter of fiscal 2002.
The Company has not completed an assessment of the impact of these statements
including the impairment test of goodwill and other intangible assets;
however, at this time, it is expected that amortization expense will be reduced
by approximately $2.5 million in fiscal 2002 as a result of adopting SFAS 142.

Two other recently issued pronouncements, SFAS No. 143, "Accounting for Asset
Retirement Obligations" and SFAS No. 144,"Accounting for the Impairment or
Disposal of Long-Lived Assets" will be effective for the Company beginning in
fiscal 2003. The Company has not yet evaluated the impact of these standards on
its financial statements.

OUTLOOK

The Company's long-term objective to record compound annual growth rates in
diluted earnings per share of 10% to 15% will require both sales growth and
improved profitability in the Company's existing operations and additional
acquisitions. Due in part to the recession in the U.S. economy during
2001, growth in diluted earnings per share was less in fiscal 2001 than in 2000
and in 1999. During fiscal 2001 the Company incurred significant start-up costs
related to new production facilities and equipment, and incurred higher



<PAGE>
energy, employee insurance and pension costs than in prior years. If the
U.S. economy improves during 2002 as expected, the Company anticipates that
improved economic conditions will positively impact sales and earnings, and that
2002 will be the tenth consecutive year of earnings per share growth for the
Company.

The Company's Total Filtration Program that was started in fiscal 2000 is
expected to continually add to sales levels in the Company's two filtration
segments over the next several years. The acquisition of TFS in June 2001
increased the Company's ability to provide filtration management services to
industrial companies throughout North America. Since the TFS acquisition, the
Company's various other total filtration activities have been combined with TFS
to provide a single focus throughout the Company. Several total filtration
management contracts were completed late in 2001 and negotiations continue on
others. The impact of these contracts will grow over the next several years as
customers' facilities are converted to CLARCOR's Total Filtration Program. The
Total Filtration Program is expected to serve as an added distribution channel
for all of the Company's filtration products. The Company expects to make
investments at TFS in 2002 that are planned to significantly accelerate its
sales growth, but will slow the improvement in its operating margin in 2002. It
is anticipated that TFS' margins will improve beginning in 2003.

The Engine/Mobile Filtration segment is expected to increase its sales and
profit by providing outstanding customer service, introducing new products and
expanding marketing programs. These sales initiatives are expected to offset
any continued reduction in sales due to reduced customer demand as a result of
the economic recession, especially due to reduced freight mileage. The
Industrial/Environmental Filtration segment is expected to grow sales and
profits as a result of continued expansion of sales programs throughout
various distribution channels, including the Total Filtration Program, and by
continuing to achieve synergies and cost savings from integrating production
facilities and processes. This segment continues to have the most potential
for improved operating margins over the next few years, although this continues
to be a highly competitive industry. The Packaging segment's focus on
non-promotional metal decorating sales is expected to increase utilization of
both the new lithography equipment and other production capacity. Due to
decreased customer orders for plastic closures and the non-recurring termination
payment received in 2001,overall sales and operating profit for the segment are
expected to be lower in fiscal 2002 than in 2001. Excluding the $7.0 million
non-recurring termination payment in 2001,Packaging sales are expected to
increase to approximately $67-$69 million in fiscal 2002 compared to
approximately $63 million in fiscal 2001.

The Company will continue to implement cost reductions and productivity
improvements, although competitive pricing pressures, increases in labor,
healthcare, insurance and energy costs, and worldwide business conditions may
reduce the overall profit improvement. Due to significantly reduced pension
asset valuations and lower discount rates, pension expense will increase by
approximately $3.0 million in fiscal 2002 from 2001. Capital investments will
continue to be made in each segment's facilities during 2002 to improve
productivity and support new products. It is expected that the investments made
in fiscal 2001 and 2000 for new manufacturing facilities and production lines
will continue to improve productivity and profitability. While the Company
fully anticipates that sales and profits will improve as a result of these
efforts, the Company has developed contingency plans to reduce discretionary
spending if recessionary economic conditions persist.

The Company continues to look at acquisition opportunities, primarily in related
filtration businesses. It is expected that these acquisitions would expand the
Company's market base, distribution coverage and product offerings. The Company
has established financial standards that will continue to be vigorously applied
in the review of all acquisition opportunities. Additionally, even though debt
increased significantly in 1999 due to the Industrial Filtration
Acquisitions, the Company believes that it has sufficient additional borrowing
capacity to continue this acquisition program.

FORWARD-LOOKING STATEMENTS

Certain statements quoted in this Annual Report are forward-looking. These
statements involve risk and uncertainty. Actual future results and trends may
differ materially depending on a variety of factors including: the volume and
timing of orders received during the year; the mix of changes in distribution
channels through which the Company's products are sold; the success of the
Company's Total Filtration Program; the timing and acceptance of new products
and product enhancements by the Company or its competitors; changes in pricing,
labor availability and related costs, product life cycles, raw material costs,
insurance, pension and energy costs and purchasing patterns of distributors and
customers; competitive conditions in the industry; business cycles affecting the
markets in which the Company's products are sold; the effectiveness of plant
conversions, plant expansions and productivity improvement programs; the
management of both growth and acquisitions; the fluctuation in foreign and U.S.
currency exchange rates; the fluctuation in interest rates, primarily LIBOR,
which affect the cost of borrowing under the revolving credit facility;
extraordinary events such as litigation, acquisitions or divestitures including
related charges; and economic conditions generally or in various geographic
areas. All of the foregoing matters are difficult to forecast. The future
results of the Company may fluctuate as a result of these and the other risk
factors detailed from time to time in the Company's filings with the Securities
and Exchange Commission.

Due to the foregoing items, it is possible that, in the future, the Company's
operating results will be below the expectations of stock market analysts and
investors. In such event, the price of CLARCOR common stock could be materially
adversely affected.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>12
<FILENAME>c66960ex21.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE>

                                                                      EXHIBIT 21

                           CLARCOR INC. SUBSIDIARIES

                            AS OF FEBRUARY 15, 2002

<Table>
<Caption>
                                                          JURISDICTION OF
                                                          INCORPORATION OR                    PERCENT OF
                 NAME                                       ORGANIZATION                      OWNERSHIP*
--------------------------------------                    ----------------                    ----------
<S>                                                       <C>                                 <C>
CLARCOR Consumer Products, Inc.                           Delaware                               100%
J.L. Clark, Inc.                                          Delaware                               100%
Clark Europe, Inc.                                        Delaware                               100%
CLARCOR Filtration Products, Inc.                         Delaware                               100%
Airguard Industries, Inc.                                 Kentucky                               100%
Airklean Engineering Pte. Ltd.                            Singapore                              100%
Airguard Asia Sdn. Bhd.                                   Malaysia                               100%
Purolator Products Air Filtration
  Company                                                 Delaware                               100%
Baldwin Filters, Inc.                                     Delaware                               100%
Baldwin Filters N.V.                                      Belgium                                100%
Baldwin Filters Limited                                   United Kingdom                         100%
Baldwin South Africa, Inc.                                Delaware                               100%
Baldwin-Unifil S.A.                                       South Africa                            80%
Hastings Filters, Inc.                                    Delaware                               100%
Hastings Filters Ltd. Canada                              Canada                                 100%
Baldwin Filters (Aust.) Pty. Limited                      Australia                              100%
Clark Filter, Inc.                                        Delaware                               100%
Filtros Baldwin de Mexico                                 Mexico                                  90%
Purolator Facet, Inc.                                     Delaware                               100%
Facet FCE S.A.R.L.                                        France                                 100%
Facet Iberica S.A.                                        Spain                                  100%
Facet Industrial B.V.                                     Netherlands                            100%
Facet Industrial U.K. Limited                             United Kingdom                         100%
Facet Italiana, S.p.A.                                    Italy                                  100%
Facet USA Inc.                                            Delaware                               100%
Filter Products, Inc.                                     California                             100%
GS Costa Mesa, Inc.                                       Delaware                               100%
Purolator Filter GmbH                                     Germany                                100%
Total Filtration Services, Inc.                           Ohio                                   100%
MPW Industrial LLC of VC                                  Mexico                                 100%
United Air Specialists, Inc.                              Ohio                                   100%
United Air Specialists (U.K.) Ltd.                        United Kingdom                         100%
CLARCOR International, Inc.                               Delaware                               100%
Baldwin-Weifang Filters Ltd.                              China                                   75%
CLARCOR Foreign Sales Corporation                         Barbados                               100%
CLARCOR Trading Company                                   Delaware                               100%
</Table>

------------------------------
* Direct or indirect

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>13
<FILENAME>c66960ex23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>
<PAGE>

                                                                      EXHIBIT 23

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in each Registration
Statement on Form S-8 (file numbers 33-5456, 33-38590, 33-39374, 33-53763 and
33-53899) of CLARCOR Inc. and Subsidiaries of our report dated January 8, 2002
relating to the consolidated financial statements, which appears in the Annual
Report to Shareholders, which is incorporated by reference in this Annual Report
on Form 10-K. We also consent to the incorporation by reference of our report
dated January 8, 2002 relating to the financial statement schedule, which
appears in this Form 10-K.

                                         /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 15, 2002

</TEXT>
</DOCUMENT>
</SUBMISSION>
