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What changed in ACCO BRANDS Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ACCO BRANDS Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+233 added−220 removedSource: 10-K (2026-03-09) vs 10-K (2025-02-21)

Top changes in ACCO BRANDS Corp's 2025 10-K

233 paragraphs added · 220 removed · 175 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

22 edited+5 added−7 removed21 unchanged
Biggest changeNote: Artline ® in Australia/N.Z. only Business Strategy Our key strategic priorities are to: • Focus on improving our innovation and new product development processes, expanding into new points of distribution and extending our product offering into adjacent categories. • Use our strong brand recognition and supply chain expertise to expand relationships with new and existing customers. • Manage mature product categories which remain important profit and cash generators. • Support profitability through margin expansion initiatives and our multi-year cost reduction and footprint rationalization programs. 1 • Maintain a balanced capital allocation strategy, which prioritizes debt reduction with our consistent cash flow to strengthen our balance sheet, while also supporting the quarterly dividend, potential share repurchases and opportunistic M&A. • Execute a disciplined acquisition approach focused on expanding brand presence, extending our geographic reach and complementing existing product lines, while maintaining a low leverage ratio and realizing synergies.
Biggest changeNote: Artline ® in Australia/N.Z. only Business Strategy Our key strategic priorities are to: • Enhance innovation and new product development processes, expand into new points of distribution and extend our product offering into adjacent categories. • Expand organically and inorganically the mix of business into higher growth technology peripheral categories. • Use our strong brand recognition and supply chain expertise to expand relationships with new and existing customers. • Manage mature product categories which remain important profit and cash generators. • Support profitability through margin expansion initiatives and our multi-year cost reduction and footprint rationalization programs. 1 • Execute a disciplined acquisition approach focused on expanding brand presence, extending our geographic reach and complementing existing product lines, while maintaining a low leverage ratio and realizing synergies.
These channels include mass retailers, e-tailers, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, contract stationers, and specialist technology businesses. We also sell directly through e-commerce sites and our direct sales organization. Competition We operate in a highly competitive environment.
These channels include mass retailers, e-tailers, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, contract stationers, and specialist technology businesses. We also sell directly through e-commerce sites and our direct sales organization. 2 Competition We operate in a highly competitive environment.
Management's Discussion and Analysis of Financial Condition and Results of Operations" 2 Customers We distribute our products through a wide variety of channels to ensure that our products are readily and conveniently available for purchase by consumers and other end-users, wherever they prefer to shop.
Management's Discussion and Analysis of Financial Condition and Results of Operations." Customers We distribute our products through a wide variety of channels to ensure that our products are readily and conveniently available for purchase by consumers and other end-users, wherever they prefer to shop.
Some of our more significant trademarks include ACCO ® , AT-A-GLANCE ® , Barrilito ® , Derwent ® , Esselte ® , Five Star ® , Foroni ® , GBC ® , Hilroy ® , Kensington ® , Leitz ® , Marbig ® , Mead ® , NOBO ® , PowerA ® , Quartet ® , Rapid ® , Rexel ® , Swingline ® , and Tilibra ® .
Some of our more significant trademarks include ACCO ® , AT-A-GLANCE ® , Barrilito ® , Buro ® , Derwent ® , Esselte ® , Five Star ® , Foroni ® , GBC ® , Hilroy ® , Kensington ® , Leitz ® , Marbig ® , Mead ® , NOBO ® , PowerA ® , Quartet ® , Rapid ® , Rexel ® , Swingline ® , and Tilibra ® .
Overview of the Company ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. Approximately 75 percent of our 2024 net sales came from brands that are in the No. 1 or No. 2 position in the product categories in which we compete.
Overview of the Company ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. Approximately 75 percent of our 2025 net sales came from brands that are in the No. 1 or No. 2 position in the product categories in which we compete.
ITEM 1. BUSINESS As used in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, the terms "ACCO Brands," "ACCO," the "Company," "we," "us," and "our" refer to ACCO Brands Corporation, a Delaware corporation incorporated in 2005, and its consolidated domestic and international subsidiaries.
ITEM 1. BUSINESS As used in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the terms "ACCO Brands," "ACCO," the "Company," "we," "us," and "our" refer to ACCO Brands Corporation, a Delaware corporation incorporated in 2005, and its consolidated domestic and international subsidiaries.
Daniel , age 59 • 2022 - present, Senior Vice President and Chief Information Officer • 2020 - 2022, Vice President, Infrastructure and Operations • 2017 - 2020 - Vice President, Global IT Operations, Tate & Lyle PLC • Joined the Company in 2020 James M.
Daniel , age 60 • 2022 - present, Senior Vice President and Chief Information Officer • 2020 - 2022, Vice President, Infrastructure and Operations • 2017 - 2020 - Vice President, Global IT Operations, Tate & Lyle PLC • Joined the Company in 2020 James M.
The seasonality of our operating cash flow maybe impacted as we execute on our footprint rationalization program and increase our use of sourcing finished products. For further information on the seasonality of our net sales, earnings and cash flow, see "Part II, Item 7.
The seasonality of our operating cash flow may be impacted as we execute on our footprint rationalization program and increase our use of sourcing finished products. For further information on the seasonality of our net sales, earnings and cash flow, see "Part II, Item 7.
Our top 12 brands represented approximately $1.3 billion of our 2024 net sales. Our products are sold primarily in the U.S., Europe, Australia, Canada, Brazil and Mexico.
Our top 12 brands represented approximately $1.1 billion of our 2025 net sales. Our products are sold primarily in the U.S., Europe, Australia, Canada, Brazil, and Mexico.
Sales Percentage by Operating Segment 2024 2023 2022 ACCO Brands Americas 60% 62% 62% ACCO Brands International 40% 38% 38% 100% 100% 100% For more information on our operating segments see "Note 17. Information on Operating Segments" to the consolidated financial statements contained in Part II, Item 8. of this report.
Sales Percentage by Operating Segment 2025 2024 2023 ACCO Brands Americas 59% 60% 62% ACCO Brands International 41% 40% 38% 100% 100% 100% For more information on our operating segments see "Note 18. Information on Operating Segments" to the consolidated financial statements contained in Part II, Item 8. of this report.
Tedford , age 54 • 2023 - present, President and Chief Executive Officer • 2021 - 2023, President and Chief Operating Officer • 2015 - 2021, Executive Vice President and President, ACCO Brands North America • Joined the Company in 2010 6
Tedford , age 55 • 2023 - present, President and Chief Executive Officer • 2021 - 2023, President and Chief Operating Officer • 2015 - 2021, Executive Vice President and President, ACCO Brands North America • Joined the Company in 2010 5
McCormack , age 61 • 2024 - present - Senior Vice President, Global Operations and Supply Chain • 2018 - 2023, Senior Vice President, Global Products and Operations • 2013 - 2018, Senior Vice President, Global Products • Joined the Company in 1996 Cezary L.
McCormack , age 62 • 2024 - present - Senior Vice President, Global Operations and Supply Chain • 2018 - 2023, Senior Vice President, Global Products and Operations • 2013 - 2018, Senior Vice President, Global Products • Joined the Company in 1996 Deborah A.
O'Connor , age 62 • 2022 - present, Executive Vice President and Chief Financial Officer • 2020 - 2021, President and Chief Financial Officer, True Value Company • 2015 - 2020, Senior Vice President and Chief Financial Officer, True Value Company • Joined the Company in 2022 Pamela R.
O'Connor , age 63 • 2022 - present, Executive Vice President and Chief Financial Officer • 2020 - 2021, President and Chief Financial Officer, True Value Company • 2015 - 2020, Senior Vice President and Chief Financial Officer, True Value Company • Joined the Company in 2022 John E.
We have implemented our Comprehensive Environmental and Safety Management Plan as an overall management system for our manufacturing and distribution locations. Audits are completed by our teams to measure the proactive steps each location is taking to prevent injuries.
We have implemented our Comprehensive Environmental and Safety Management Plan as an overall management system for our manufacturing and distribution locations. Audits are completed by our teams to measure the proactive steps each location is taking to prevent injuries. We have been recognized as one of the safest companies in America and the U.K. on multiple occasions.
The ACCO Brands and City of Hope partnership spans two decades. 5 Executive Leadership of the Company As of February 21, 2025, the executive leadership team of the Company consisted of the following executive officers. Ages are as of December 31, 2024. Patrick H.
The ACCO Brands and City of Hope partnership spans two decades. 4 Executive Leadership of the Company As of February 27, 2026, the executive leadership team of the Company consisted of the following executive officers. Ages are as of December 31, 2025. Paul P.
We encourage our employees to make a difference in our Company and in their communities by building on a fundamental commitment to responsibility. We support a wide range of charities worldwide, the most significant of which is the City of Hope, primarily based in the U.S. with far-reaching impacts of its medical and cancer-related research.
We support a wide range of charities worldwide, the most significant of which is the City of Hope, primarily based in the U.S. with far-reaching impacts of its medical and cancer-related research.
Using a combination of our own manufacturing and third-party sourcing also enables us to reduce costs and effectively manage our production assets by lowering capital investment and working capital requirements.
Using a combination of our own manufacturing and third-party sourcing also enables us to reduce costs and effectively manage our production assets by lowering capital investment and working capital requirements. Under our global footprint rationalization program, we will continue to rationalize our facilities as well as look for opportunities to leverage our manufacturing facilities to improve operating efficiencies.
We are intentional about providing fulfilling work experiences and competitive total rewards packages that attract top talent, motivate employees to stay and actively engage in a winning team environment.
We are intentional about providing fulfilling work experiences and competitive total rewards packages that attract top talent, motivate employees to stay, and actively engage in a winning team environment. At the end of 2025, we had approximately 4,700 full-time and part-time employees worldwide, with approximately 3,600 employees based outside the U.S.
The Company generates consistent operating cash flow, allowing for a balanced capital allocation strategy. Our capital allocation strategy includes investment to support internal capital projects to support our long-term growth, funding our quarterly dividend, share repurchases, debt reduction and potential acquisitions.
The Company generates consistent operating cash flow, allowing for a balanced capital allocation strategy. Our capital allocation strategy prioritizes debt reduction to strengthen our balance sheet, while also supporting the quarterly dividend, potential share repurchases and opportunistic mergers and acquisitions.
Dudek, Jr. , age 53 • 2020 - present, Senior Vice President, Corporate Controller and Chief Accounting Officer • 2017 - 2020, Vice President and Corporate Controller • 2016 - 2017, Chief Accounting Officer, Innerworkings, Inc. • Joined the Company in 2017 Angela Jones , age 61 • 2020 - present, Senior Vice President and Global Chief People Officer • 2018 - 2020, Senior Vice President and Chief People Officer, Compass Minerals • 2016 - 2018, Vice President, Human Resources Rembrandt Foods • Joined the Company in 2020 Gregory J.
Dudek, Jr. , age 54 • 2020 - present, Senior Vice President, Corporate Controller and Chief Accounting Officer • 2017 - 2020, Vice President and Corporate Controller • 2016 - 2017, Chief Accounting Officer, Innerworkings, Inc. • Joined the Company in 2017 Kathryn D.
Registrations of trademarks can generally be renewed indefinitely as long as the trademarks are in use. We also own numerous patents worldwide. Additionally, our gaming accessories business depends on maintaining our licensing rights with key gaming console manufacturers and video game publishers. Human Capital Resources The people behind the brands are our greatest assets and key enablers of our success.
Additionally, our gaming accessories 3 business depends on maintaining our licensing rights with key gaming console manufacturers and video game publishers, while our audio products business depends in part on certifications as to their compatibility with third party communications platforms. Human Capital Resources The people behind the brands are our greatest assets and key enablers of our success.
We have been recognized as one of the safest companies in America and the U.K. on multiple occasions. 4 Community Involvement We aim to give back to the communities where we live and work. Our corporate values include acting responsibly in our global communities through numerous employee volunteer and outreach initiatives.
Community Involvement We aim to give back to the communities where we live and work. Our corporate values include acting responsibly in our global communities through numerous employee volunteer and outreach initiatives. We encourage our employees to make a difference in our Company and in their communities by building on a fundamental commitment to responsibility.
Removed
Effective January 1, 2024, the Company reorganized into two operating segments, the Americas and International. Americas includes the U.S., Canada, Brazil, Mexico and Chile and International includes EMEA, Australia, New Zealand and Asia.
Added
Intellectual Property Our products are marketed under a variety of trademarks.
Removed
This reorganization has and will continue to simplify and delayer the Company's operating structure and is continuing to reduce costs through headcount reductions, supply change optimization, global footprint rationalization, and better leverage of our sourcing capabilities. Prior period results have been reclassified to reflect this change in our operating segments.
Added
Registrations of trademarks can generally be renewed indefinitely as long as the trademarks are in use. We also own numerous patents worldwide.
Removed
Under our global footprint rationalization program, we will continue to rationalize our facilities as well as look for opportunities to leverage our manufacturing facilities to improve operating efficiencies. 3 Intellectual Property Our products are marketed under a variety of trademarks.
Added
Ingraham , age 57 • 2025 - present, Senior Vice President, General Counsel and Corporate Secretary • 2019 - 2024 General Counsel and Secretary, Convergint Technologies • 2015 - 2018 General Counsel, KapStone Paper and Packaging Corporation • Joined the Company in 2025 Angela Jones , age 62 • 2025 - present, Senior Vice President, Global Chief People and Corporate Responsibility Officer • 2020 - 2025, Senior Vice President and Global Chief People Officer • 2018 - 2020, Senior Vice President and Chief People Officer, Compass Minerals • 2016 - 2018, Vice President, Human Resources Rembrandt Foods • Joined the Company in 2020 Gregory J.
Removed
At the end of 2024, we had approximately 5,000 full-time and part-time employees worldwide, with approximately 2,600 employees in our Americas operating segment (U.S., Canada, Brazil, Mexico and Chile), 2,300 in our International operating segment (EMEA, Australia and Asia) and 100 employees in Corporate.
Added
Peters , Jr. , age 49 • 2025 - present, Senior Vice President, North America • 2024 - 2025, Senior Vice President, General Manager - U.S. C&OP and PowerA • 2020 - 2024, Senior Vice President, U.S.
Removed
Buchenroth, age 57 • 2024 - present, Executive Vice President and President, Americas • 2017 - 2023, Executive Vice President and President, ACCO Brands International • 2013 - 2017, Senior Vice President and President, Emerging Markets • Joined the Company in 2002 Paul P.
Added
Sales • Joined the Company in 1998 Ard-Jen (AJ) Spijkervet , age 58 • 2026 - present, Senior Vice President and President, International • 2017 - 2025, Vice President, Central Europe / Vice President, Brand Strategy • Joined the Company in 2017 Thomas W.
Removed
Monko , age 63 • 2024 - present, Executive Vice President and President, International • 2017 - 2023, Executive Vice President and President, ACCO Brands EMEA • 2014 - 2017, President and Chief Executive Officer, Esselte • Joined the Company in 1992 Deborah A.
Removed
Schneider , age 65 • 2012 - present, Senior Vice President, General Counsel and Secretary • 2010 - 2012, General Counsel, Accertify, Inc. • Joined the Company in 2012 Thomas W.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

56 edited+29 added−13 removed96 unchanged
Biggest changeOur ongoing efforts to address these risks may not be effective and may have long-term adverse effects on our operations and operating results. Such efforts may also take time to implement or to have an effect and may result in adverse quarterly financial results or fluctuations in our quarterly financial results.
Biggest changeThere remains significant uncertainty regarding these policies and regulations, including whether and when further tariffs will be implemented or the tensions between the U.S. and its trading partners will worsen. Our ongoing efforts to address these risks may not be sufficient or effective, may take time to implement, and may have long-term adverse effects on our business and operating results.
Such actions have, and in the future may, result in lost sales and lower margins, and adversely affect our business, results of operations, and financial condition. Our success depends on our ability to develop and market innovative products that meet consumer and other end-user demands, including price expectations, and to expand into new and adjacent product categories.
Such actions have, and in the future may, result in lost sales and lower margins, and adversely affect our business, results of operations, and financial condition. 8 Our success depends on our ability to develop and market innovative products that meet consumer and other end-user demands, including price expectations, and to expand into new and adjacent product categories.
If we are unable to successfully increase sales and margins by expanding our product assortment, our business, results of operations and financial condition could be adversely affected. 8 Growth in emerging geographies may be difficult to achieve and exposes us to financial, operational, regulatory, compliance, and other risks not present, or not as prevalent, in more established markets.
If we are unable to successfully increase sales and margins by expanding our product assortment, our business, results of operations, and financial condition could be adversely affected. Growth in emerging geographies may be difficult to achieve and exposes us to financial, operational, regulatory, compliance, and other risks not present, or not as prevalent, in more established markets.
To date, these incidents have not had a material impact on our business, but there can be no assurance that future incidents will not cause material impacts. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target.
To date, these incidents have not had a material impact on our business, but there can 14 be no assurance that future incidents will not cause material impacts. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target.
We have also seen customers and consumers purchase lower priced products which generate lower margins due to our price increases and we expect this trend to continue. 12 Outsourcing the development and production of certain of our products, our information technology systems and other administrative and finance functions could materially adversely affect our business, results of operations and financial condition.
We have also seen customers and consumers purchase lower priced products which generate lower margins due to our price increases and we expect this trend to continue. Outsourcing the development and production of certain of our products, our information technology systems and other administrative and finance functions could materially adversely affect our business, results of operations, and financial condition.
Depending on the function involved, such issues may also lead to business disruption, processing inefficiencies, internal control deficiencies, loss of or damage to intellectual property, legal and regulatory exposure, or harm to employee morale. Technology and Cybersecurity Risks We rely extensively on information technology systems to operate, transact and otherwise manage our business.
Depending on the function 13 involved, such issues may also lead to business disruption, processing inefficiencies, internal control deficiencies, loss of or damage to intellectual property, legal and regulatory exposure, or harm to employee morale. Technology and Cybersecurity Risks We rely extensively on information technology systems to operate, transact and otherwise manage our business.
When we are unable to accurately forecast and prepare for customer orders or our working capital needs, or if there is a downturn in business or economic conditions during these periods, our business, results of operations, liquidity and financial condition have been, and in the future could be, adversely affected.
When we are unable to accurately forecast and prepare for customer orders or our working capital needs, or if there is a downturn in business or economic conditions during these periods, our business, 9 results of operations, liquidity and financial condition have been, and in the future could be, adversely affected.
Additionally, because of these quarterly fluctuations, comparisons of our operating results across different fiscal quarters may not be meaningful. 9 The level of investment returns on pension plan assets and the assumptions used for valuation purposes have affected the Company's earnings and could affect the Company’s earnings and cash flows in future periods.
Additionally, because of these quarterly fluctuations, comparisons of our operating results across different fiscal quarters may not be meaningful. The level of investment returns on pension plan assets and the assumptions used for valuation purposes have affected the Company's earnings and could affect the Company’s earnings and cash flows in future periods.
Moving funds between countries can also produce adverse tax consequences. In addition, since our operations are global, we can face challenges in effectively gaining a tax benefit for costs incurred in one country that benefit our operations 16 in other countries.
Moving funds between countries can also produce adverse tax consequences. In addition, since our operations are global, we can face challenges in effectively gaining a tax benefit for costs incurred in one country that benefit our operations in other countries.
Pension and Other Retiree Benefits" to the consolidated financial statements contained in Part II, Item 8. of this report. Impairment of goodwill and indefinite-lived intangible assets have had, and could in the future have, a material adverse effect on our financial results. We have approximately $1.2 billion of goodwill and other specifically identifiable intangible assets as of December 31, 2024.
Pension and Other Retiree Benefits" to the consolidated financial statements contained in Part II, Item 8. of this report. Impairment of goodwill and indefinite-lived intangible assets have had, and could in the future have, a material adverse effect on our financial results. We have approximately $1.2 billion of goodwill and other specifically identifiable intangible assets as of December 31, 2025.
In addition, an acquisition may not perform as anticipated, be accretive to earnings, or prove to be beneficial to our operations and cash flow. If we fail to effectively identify, value, consummate, or manage any acquired company, we may not achieve the financial results, including cost savings and synergies, anticipated at the time of its acquisition.
In addition, an acquisition may not perform as anticipated, be successfully integrated, be accretive to earnings, or prove to be beneficial to our operations and cash flow. If we fail to effectively identify, value, consummate, or manage any acquired company, we may not achieve the financial results, including cost savings and synergies, anticipated at the time of its acquisition.
Overall, adverse changes in economic conditions or sustained periods of economic uncertainty or weakness in one or more of the geographic markets in which we operate, whatever the cause, have negatively affected our historical sales and profitability, and in the future could have an adverse effect on our sales, business, results of operations, cash flow and financial condition.
Overall, adverse changes in economic conditions or sustained periods of economic uncertainty or weakness in one or more of the geographic markets in which we operate, whatever the cause, have negatively affected our historical sales and profitability, and in the future could have an adverse effect on our sales, business, results of operations, cash flow, and financial condition. ITEM 1B.
Additionally, if we were to withdraw from the plan, the present value of our withdrawal liability payments could be significant and would be recorded as an expense in our Consolidated Statements of Income and as a liability on our Consolidated Balance Sheets in the first year of our withdrawal. See also "Note 5.
Additionally, if we were to withdraw from the plan, the present value of our withdrawal liability payments could be significant and would be recorded as an expense in our Consolidated Statements of Income and as a liability on our Consolidated Balance Sheets in the first year of our withdrawal. See also "Note 6.
We have a history of paying quarterly dividends and engaging in stock repurchase programs; however, any determination to continue to pay cash dividends at recent rates or at all, or repurchase our shares in the market, is contingent on a variety of factors, including our financial condition, results of operations, business requirements, and our board of directors' continuing determination that such dividends or share repurchases are in the best interests of our stockholders and in compliance with all applicable laws and agreements.
We have a history of paying quarterly dividends and engaging in stock repurchase programs; however, any determination to continue to pay cash dividends at recent rates or at all, or repurchase our shares in the market, is contingent on a variety of factors, including our financial condition, results of operations, business requirements, and whether our board of directors' determines that such dividends or share repurchases are in the best interests of our stockholders and in compliance with all applicable laws and agreements.
We have seen, and expect to continue to see, increased competition from private label brands as well as increased price competition from branded competitors, especially in periods of economic uncertainty and weakness when customers and consumers turn to alternative or lower cost products and overall demand for our products is lower.
We have seen, and expect to continue to see, increased competition from private label brands as well as increased price competition from branded competitors, especially in periods of economic uncertainty and weakness when customers and consumers turn to alternative or lower cost products, including digital solutions, and overall demand for our products is lower.
We continue to evaluate the impact of developments from our reporting units to assess whether impairment indicators are present. See also "Note 9.
We continue to evaluate the impact of developments from our reporting units to assess whether impairment indicators are present. See also "Note 10.
We consider our intellectual property rights, particularly and most notably our trademarks and trade names, but also our patents, trade secrets, trade dress, copyrights, and licensing agreements, to be an important and valuable part of our business.
We consider our intellectual property rights, particularly and most notably our trademarks, trade names, and software product certifications, but also our patents, trade secrets, trade dress, copyrights, and licensing agreements, to be an important and valuable part of our business.
We are subject to national, state, provincial and/or local laws, rules and regulations, as well as self-regulatory requirements, in numerous countries due to the nature of our operations and the products we sell, including: • Laws and regulations applicable to U.S. public companies with securities listed on the New York Stock Exchange; • Delaware corporate law and laws relating to corporate governance; • International trade laws, including tariffs, trade sanctions and embargoes; • Tax laws; • Privacy and data security laws and self-regulatory requirements regarding the acceptance, processing, storage and transmission of credit card data; • Anti-bribery, anti-corruption and anti-money laundering laws; • Laws governing fair competition and marketing and advertising, including laws and regulations regarding "green" claims; and • Environmental laws, including laws relating to the use, discharge and emission of certain materials (including hazardous substances), waste disposal, GHG emissions and other discharges to air, soil and water; • Laws governing the toxic chemicals and materials in the products we sell, including PFAS; • Product safety laws; • Laws relating to the environmental sustainability of our operations and our products and packaging, the health and safety of our employees and the protection of human rights in our supply chain, including: o laws mandating reporting obligations, including deforestation disclosures, o extended producer responsibility laws and plastic or packaging taxes, and o laws establishing minimum recycled content requirements, governing labeling related to recyclability, and restricting or banning the use of certain materials in products or packaging, including single-use plastics (collectively “Sustainability Laws”); All of these legal frameworks are complex and change frequently.
We are subject to national, state, provincial and/or local laws, rules and regulations, as well as self-regulatory requirements, in numerous countries due to the nature of our operations and the products we sell, including: • Laws and regulations applicable to U.S. public companies with securities listed on the New York Stock Exchange; • Delaware corporate law and laws relating to corporate governance; • International trade laws, including tariffs, trade sanctions, and embargoes; • Tax laws; • Privacy and data security laws and self-regulatory requirements regarding the acceptance, processing, storage and transmission of credit card data; • Anti-bribery, anti-corruption, and anti-money laundering laws; • Laws governing fair competition and marketing and advertising, including laws and regulations regarding "green" claims; • Environmental laws, including laws relating to the use, discharge and emission of certain materials (including hazardous substances), waste disposal, GHG emissions and other discharges to air, soil, and water; • Extended producer responsibility laws, that impose taxes on producers of various affected products and packaging, including those made of paper, plastic and rubber; to fund recycling programs, resulting in increases in our product costs; • Laws governing the toxic chemicals and materials in the products we sell, including PFAS; • Product safety laws; and • Laws relating to the environmental sustainability of our operations and our products and packaging, the health and safety of our employees and the protection of human rights in our supply chain, including: o laws mandating reporting obligations, including deforestation disclosures, and o laws establishing minimum recycled content requirements, governing labeling related to recyclability, and restricting or banning the use of certain materials in products or packaging, including single-use plastics (collectively “Sustainability Laws”); All of these legal frameworks are complex and change frequently.
Our failure to obtain or adequately protect our intellectual property rights, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness, dilute the value of our brands, cause confusion in the marketplace, and materially impact our sales and profitability.
Our failure to obtain or adequately protect our intellectual property rights, or any change in law, limitation or termination of our intellectual property rights by third parties, or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness, dilute the value of our brands, cause confusion in the marketplace, and materially impact our sales and profitability.
Changes in government regulations, as well as the significant unfunded liabilities, including the unfunded liabilities of the U.S. multi-employer pension plan in which we are a participant, could also affect the Company’s pension plan expenses and funding requirements. As of December 31, 2024, the Company had $121.2 million recorded as pension liabilities in its Consolidated Balance Sheet.
Changes in government regulations, as well as the significant unfunded liabilities, including the unfunded liabilities of the U.S. multi-employer pension plan in which we are a participant, could also affect the Company’s pension plan expenses and funding requirements. As of December 31, 2025, the Company had $122.8 million recorded as pension liabilities in its Consolidated Balance Sheet.
We also may be subject to injunctions against development and sale of certain of our products. It is the opinion of management that (other than the Brazil Tax Assessments described below) the ultimate resolution of currently outstanding litigation and claims will not have a material adverse effect on our financial condition, results of operations or cash flow.
We also may be subject to injunctions against development and sale of certain of our products. It is the opinion of management that the ultimate resolution of currently outstanding litigation and claims will not have a material adverse effect on our financial condition, results of operations or cash flow.
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation. We are party to various lawsuits and regulatory proceedings, primarily related to alleged patent infringement, as well as other claims incidental to our business.
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation. We are party to various lawsuits and regulatory proceedings, as well as other claims incidental to our business.
If we are unable to successfully complete these tasks and accurately report our financial results in a timely manner and establish internal control over financial reporting and disclosure controls and procedures that are effective, our business, results of operations and financial condition, investor, supplier and customer confidence in our reported financial information, market perception of our Company and/or the trading price of our common stock could be materially adversely affected. 11 Operational Risks Failure to successfully implement our restructuring and cost savings initiatives could adversely affect our future results of operations and cash flow.
If we are unable to successfully complete these tasks and accurately report our financial results in a timely manner and establish internal control over financial reporting and disclosure controls and procedures that are effective, our business, results of operations and financial condition, investor, supplier and customer confidence in our reported financial information, market perception of our Company and/or the trading price of our common stock could be materially adversely affected.
If any of our larger customers were to face liquidity issues, become insolvent or file for bankruptcy, we could be adversely impacted due to not only a reduction in future sales but also delays or defaults in the payment of existing accounts receivable balances. Such a result could adversely impact our cash flows, results of operations, and financial condition.
If any of our larger customers were to face liquidity issues, become insolvent or file for bankruptcy, we have and could continue to be adversely impacted due to not only a reduction in future sales but also delays or defaults in the payment of existing accounts receivable balances.
Circumstances outside our control, including telecommunication failures, labor strikes, power and/or water shortages, acts of God, public health emergencies, including the occurrence of a pandemic, severe weather conditions, natural disasters, war, terrorism, and other geopolitical incidents have, and in the future could, materially and adversely impact our business, sales, results of operations and financial condition.
Volatility in our stock price could adversely affect our business and financing opportunities, which could hurt our operating results and negatively impact our cash flow and financial condition. 19 Circumstances outside our control, including telecommunication failures, labor strikes, power and/or water shortages, acts of God, public health emergencies, including the occurrence of a pandemic, severe weather conditions, natural disasters, war, terrorism, and other geopolitical incidents have, and in the future could, materially and adversely impact our business, sales, results of operations, and financial condition.
A significant number of the products we sell and certain raw materials we use in our domestic production facilities are sourced from China and Southeast Asia and we optimize our supply chain by, in some cases, consolidating inventories in the U.S.
A significant number of the products we sell and certain raw materials we use in our U.S. production facilities are sourced from China, Vietnam, and other impacted countries, and we optimize our North American supply chain by, in some cases, consolidating inventories in the U.S.
Changes in trade policy and regulations in the United States and other countries, including changes in trade agreements and the imposition of tariffs, and the resulting consequences, are likely to adversely impact on our business, results of operations and financial condition.
Changes in trade policy and regulations in the United States and other countries, including the imposition of tariffs and changes in trade agreements, and the resulting consequences, as well as the ongoing uncertainties related to future tariffs and trade policy, have, and are likely to continue to, adversely impact our business, results of operations, and financial condition.
An acquisition could also adversely impact our operating performance or cash flow due to the issuance of acquisition-related debt, pre-acquisition assumed liabilities, undisclosed facts about the business, expenses incurred to consummate the acquisition, increases in amortization due to the acquisition, or possible future impairments of goodwill or intangible assets associated with the acquisition.
An acquisition could also adversely impact our operating performance or cash flow due to the issuance of acquisition-related debt, pre-acquisition assumed liabilities, undisclosed facts about the business, expenses incurred to consummate the acquisition, increases in amortization due to the acquisition, or possible future impairments of goodwill or intangible assets associated with the acquisition. 11 We may face challenges in integrating our acquisitions with our existing operations and expanding the acquired business geographically.
Contractual provisions with third parties, including cloud service providers, may limit our ability to recover these losses. 14 In the event a significant cybersecurity event is detected, we maintain disclosure controls and procedures that are designed to enable us to promptly analyze the impact on our business, respond expediently, appropriately and effectively and repair any damage caused by such incident, as well as consider whether such incident should be disclosed publicly.
In the event a significant cybersecurity event is detected, we maintain disclosure controls and procedures that are designed to enable us to promptly analyze the impact on our business, respond expediently, appropriately and effectively and repair any damage caused by such incident, as well as consider whether such incident should be disclosed publicly.
We may face challenges in integrating our acquisitions with our existing operations and expanding the acquired business geographically. The process of integrating and expanding operations also could cause an interruption of, or loss of momentum in, the activities of one or more of our businesses due to the considerable time and attention needed for the process.
The process of integrating and expanding operations also could cause an interruption of, or loss of momentum in, the activities of one or more of our businesses due to the considerable time and attention needed for the process.
Moreover, the requirements of these and other laws can vary significantly from jurisdiction to jurisdiction. Additionally, these laws and regulations are evolving rapidly, especially environmental laws, Sustainability Laws, and laws governing "green" marketing claims, and may become more stringent over 17 time, which could result in significant additional operating and compliance costs as well as increased risks of non-compliance.
Additionally, these laws and regulations are evolving rapidly, especially environmental laws, extended producer responsibility laws, Sustainability Laws, and laws governing "green" marketing claims, and may become more stringent over time, which could result in significant additional operating and compliance costs as well as increased risks of non-compliance.
Sales of our products have been, and we expect they will continue to be, materially and adversely affected by general economic and business conditions globally and in the countries in which we operate.
Such a result could adversely impact our cash flows, results of operations, and financial condition. Sales of our products have been, and we expect they will continue to be, materially and adversely affected by general economic and business conditions globally and in the countries in which we operate.
Litigation or regulatory enforcement actions related to our products, and the associated costs and potential for monetary judgments and penalties could have an adverse effect on our results of operations and financial condition.
Claims for losses or injuries purportedly caused by one of our products arise in the ordinary course of our business. Litigation or regulatory enforcement actions related to our products, and the associated costs and potential for monetary judgments and penalties could have an adverse effect on our results of operations and financial condition.
In January 2024, the Company announced a multi-year restructuring and cost savings program, with anticipated annualized pre-tax cost savings of at least $60 million when fully realized. In 2025, the Company increased its savings target by $40 million, and now anticipates the multi-year program to yield approximately $100 million in annualized pre-tax cost savings by the end of 2026.
In 2025, the Company increased its savings target by $40 million, and now anticipates the multi-year program to yield approximately $100 million in annualized pre-tax cost savings by the end of 2026.
We have experienced, and could experience, disruptions in our global supply chain due to insufficient freight carrier capacity, port delays and closures, the cost and availability of international and domestic freight carriers, labor shortages and geopolitical unrest. These events as well as further supply chain disruptions could adversely affect our operations, sales, profitability and cash flow.
We have experienced, and could experience, disruptions in our global supply chain due to insufficient freight carrier capacity, port delays and closures, the cost and availability of international and domestic freight carriers, labor shortages, rapidly changing labor policies, and geopolitical unrest.
However, there can be no assurance that we will successfully identify such an incident in a timely manner or at all, and in advance of it impacting the Company, and any such impact could be material. Liquidity, Capital Resources and Capital Allocation Risks Our existing borrowing arrangements limit our ability to engage in certain activities.
However, there can be no assurance that we will successfully identify such an incident in a timely manner or at all, and in advance of it impacting the Company, and any such impact could be material.
Our operating results have been, and continue to be, adversely affected by inflation and changes in the cost or availability of raw materials, transportation, labor and other necessary supplies and services, including the cost of finished goods.
These events as well as further supply chain disruptions could adversely affect our operations, sales, profitability, and cash flow. 12 Our operating results have been, and continue to be, adversely affected by inflation and changes in the cost or availability of raw materials, transportation, labor and other necessary supplies and services, including the cost of finished goods.
Further, interpretations of existing tax law in various countries may change due to the regulatory and examination policies of the tax authorities and the decisions of courts. Adverse or unanticipated tax consequences can negatively impact our performance. We are uncertain as to the ultimate results of these potential changes or what their effects will be on our business.
Further, interpretations of existing tax law in various countries may change due to the regulatory and examination policies of the tax authorities and the decisions of courts. Adverse or unanticipated tax consequences can negatively impact our performance.
We are tracking and taking actions to comply with all of these laws and regulations; however, we cannot currently assess the impact that future requirements as well as regulation changes and enforcement practices will have on our business results of operations and financial condition.
Any significant increase in our costs to comply with applicable legal and self-regulatory requirements, or any liability arising from non-compliance, could have a material adverse effect on our business, results of operations, and financial condition. 18 We are tracking and taking actions to comply with all of these laws and regulations; however, we cannot currently assess the impact that future requirements as well as regulation changes and enforcement practices will have on our business results of operations and financial condition.
Under certain circumstances, the terms of our debt agreements limit our ability to return capital 15 to stockholders through stock repurchases, dividends or otherwise. There is no assurance that we will continue to make dividend payments or repurchase stock.
Under certain circumstances, the terms of our debt agreements limit our ability to return capital to stockholders through stock repurchases, dividends, or otherwise.
We source a majority of our products from lower cost countries, primarily in Asia using U.S. dollars. This creates transactional exposure in our foreign markets. The strengthening of the U.S. dollar against local foreign currencies increases our cost of goods and reduces our margins on products sold in local currency.
This creates transactional exposure in our foreign markets. The strengthening of the U.S. dollar against local foreign currencies increases our cost of goods and reduces our margins on products sold in local currency. When this occurs, we seek to raise prices in our foreign markets to recover the lost margin.
Additionally, if one or more of our information technology suppliers is unable or unwilling to continue to provide services at acceptable cost due to financial difficulties, insolvency or otherwise, our business could be adversely affected. 13 Further, our failure to properly maintain and successfully upgrade or replace any of these systems, especially our enterprise resource planning systems, could disrupt our business and our ability to service our customers or negatively impact our ability to report our financial results in a timely and accurate manner.
Further, our failure to properly maintain and successfully upgrade or replace any of these systems, especially our enterprise resource planning systems, could disrupt our business and our ability to service our customers or negatively impact our ability to report our financial results in a timely and accurate manner.
For additional information on the impact of recent changes in tax legislation, see "Note 11. Income Taxes" to the consolidated financial statements contained in Part II, Item 8. of this report.
We are uncertain as to the ultimate results of these potential changes or what their effects will be on our business. 17 For additional information on the impact of recent changes in tax legislation, see "Note 12. Income Taxes" to the consolidated financial statements contained in Part II, Item 8. of this report.
Outsourcing of information technology services creates risks to our business, which are similar to those created by our product production outsourcing. In addition, we outsource certain administrative and financial functions, such as payroll processing and benefit plan administration to third-party service providers and may outsource other functions in the future to achieve cost savings and efficiencies.
In addition, we outsource certain administrative and financial functions, such as payroll processing, benefit plan administration, and accounts payable and accounts receivable management, to third-party service providers and may outsource other functions in the future to achieve cost savings and efficiencies.
Our primary exposure is from translation of our foreign operations' results. Generally, the strengthening of the U.S. dollar against foreign currencies negatively impacts the Company’s reported sales and operating margins. Conversely, the weakening of the U.S. dollar against foreign currencies generally has a positive effect.
Generally, the strengthening of the U.S. dollar against foreign currencies negatively impacts the Company’s reported sales and operating margins. Conversely, the weakening of the U.S. dollar against foreign currencies generally has a positive effect on the Company’s sales and operating margins. We source a majority of our products from lower cost countries, primarily in Asia using U.S. dollars.
In particular, the success and future growth of our gaming accessories business depends on its ability to license the right to use the trademarks and other intellectual property of the major gaming console makers and video game publishers.
In particular, the success and future growth of our technology accessories business depends on its ability to license the right to use the trademarks and other intellectual property and/or receive certifications as to the compatibility of our technology products with third parties.
Our primary exposure to currency movements relative to the U.S. dollar is in the Euro, the Swedish krona, the British pound, the Brazilian real, the Australian dollar, the Canadian dollar and the Mexican peso. Currency exchange rates can be volatile, especially in times of global, political and economic tension or uncertainty.
A majority of our net sales are transacted in a currency other than the U.S. dollar. Our primary exposure to currency movements relative to the U.S. dollar is in the Euro, the Swedish krona, the British pound, the Brazilian real, the Australian dollar, the Canadian dollar, and the Mexican peso.
As a result, changes in trade policy and regulations in the United States and other countries as well as changes in trade agreements and tariffs are likely to adversely affect our business, results of operations and financial condition. 18 General Risk Factors Our success depends on our ability to attract and retain qualified personnel.
As a result, new or increased U.S. tariffs and other changes in global trade policies and regulations, and the continued uncertainty, are likely to have an adverse impact on our business, results of operations and financial condition which may be material. General Risk Factors Our success depends on our ability to attract and retain qualified personnel.
As use of technology-based tools continues to rise worldwide and the nature of hybrid work and school evolves demand for many of our products, especially for our traditional paper-based and related products has declined. This trend was accelerated by the COVID-19 pandemic and we expect that demand for these products will continue to decline.
Continued declines in the use of certain of our products have and will continue to materially adversely affect our business. As use of technology-based tools continues to rise worldwide and the nature of hybrid work and education evolves demand for many of our products, especially for our traditional paper-based and related products has declined.
Additionally, government actions such as currency devaluations, foreign exchange controls, and imposition of tariffs or other trade restrictions, among other things, can further negatively impact, and increase the volatility of, foreign currency exchange rates. 7 The fluctuations in the foreign currency rates relative to the U.S. dollar cause translation, transaction, and other gains and losses in our non-U.S.-based businesses, which impact our sales, profitability and cash flow.
The fluctuations in the foreign currency rates relative to the U.S. dollar cause translation, transaction, and other gains and losses in our non-U.S.-based businesses, which impact our sales, profitability, and cash flow. Our primary exposure is from translation of our foreign operations' results.
There can be no assurance that we will be able to obtain these additional licensing rights. The loss, inability to obtain, or non-renewal of one or more of these licenses would, in all likelihood, materially and adversely impact our sales, results of operations and financial condition. Our strategy is partially based on growth through acquisitions.
The loss, inability to obtain, or non-renewal of one or more of these licenses would, in all likelihood, materially and adversely impact our sales, results of operations, and financial condition. We depend upon the introduction and success of new gaming consoles to drive sales of our products.
Our gaming accessories business licenses technology, trademarks and other intellectual property from the three major gaming console manufacturers and numerous video game publishers. Additionally, our ability to expand our gaming accessories business into certain new geographies requires that we obtain additional licensing rights from the gaming console manufacturers and video game publishers.
Our gaming accessories business licenses technology, trademarks and other intellectual property from the three major gaming console manufacturers and numerous video game publishers. Our audio products are certified compatible with major communication platforms.
The Company has foreign currency translation and transaction exposure that has, and is likely to continue to, materially affect the Company’s sales, results of operations, financial condition and liquidity. A majority of our net sales are transacted in a currency other than the U.S. dollar.
A reduction in the demand for our products by these customers and the costs of complying with their business demands could have a material adverse effect on our business, operating results, and financial condition. 7 The Company has foreign currency translation and transaction exposure that has, and is likely to continue to, materially affect the Company’s sales, results of operations, financial condition, and liquidity.
The U.S. government has instituted or proposed changes to international trade policy through the renegotiation, and potential termination, of certain existing bilateral or multilateral trade agreements and treaties with, and the imposition of tariffs on a wide range of products and other goods from China, Canada, Europe and other countries.
The U.S. government has implemented tariffs (including reciprocal tariffs) on a wide range of products and other goods from many countries, including China, and is considering additional tariffs and further changes to international trade policy. Other countries, including Canada, have implemented retaliatory tariffs in response to the new U.S. tariffs.
There also are risks associated with retaliatory tariffs that are implemented in response to these tariffs, and resulting trade wars. We cannot predict future trade policy and regulations in the United States and other countries, the terms of any renegotiated trade agreements or treaties, or tariffs and their impact on our business.
We are constantly monitoring the tariffs and other changes and adjusting our manufacturing and distribution footprint globally to manage and mitigate these risks. In addition, we are implementing price increases as appropriate. We cannot predict future trade policy and regulations in the U.S. and other countries or their impact on our business.
Legal and Regulatory Risks Product liability claims, recalls or regulatory actions could materially adversely affect our financial results or harm our reputation or brands. Claims for losses or injuries purportedly caused by one of our products arise in the ordinary course of our business.
There is no assurance that we will continue to make dividend payments or repurchase stock in amounts consistent with prior dividends and stock repurchases, or at all. 16 Legal and Regulatory Risks Product liability claims, recalls or regulatory actions could materially adversely affect our financial results or harm our reputation or brands.
Removed
Economic and Strategic Risks A limited number of large customers account for a significant percentage of our net sales, and the loss of, or a substantial reduction in sales to, or gross profit from, or significant decline in the financial condition of one or more of these customers has and is likely to continue to adversely impact our business and results of operations.
Added
Summary Risk Factors • Economic and Strategic Risks o Customer concentration; o General economic and business conditions globally and in our markets; o Impact of business decisions by large customers; o Foreign currency exposure; o Highly competitive industry; o Ability to develop and market innovative products at competitive prices; o Operating in emerging markets; o Continued declines in the use of certain of our products; o Seasonality of our business; o Pension plan investment volatility and unfunded liabilities; o Impairment of goodwill and intangible assets; o Ability to protect and maintain intellectual property and to license the right to use the trademarks and other intellectual property of third parties; o Timing, frequency and success of release of new gaming consoles by major gaming console makers; o Ability to properly identify, value, execute and integrate acquisition opportunities; • Operational Risks o Ability to implement restructuring and cost savings initiatives; o Disruptions in the global supply chain; o Inflation in the cost of raw materials, transportation, labor and other supplies and services; o Ability to effectively outsource product development and production, our information technology systems and other administrative functions; • Technology and Cybersecurity Risks o Extensively reliance on information technology systems to manage our business; o Impact of data and system security breaches; o Risks related to implementation of artificial intelligence solutions in our operations; • Liquidity, Capital Resources and Capital Allocation Risks o Limitations under our debt instruments; o Ability to pay dividends or engage in stock repurchases; • Legal and Regulatory Risks o Product liability risks; o Litigation risks; o Tax compliance and liabilities applicable to global business; o Complex and expensive legal and regulatory requirements; o Changes in trade policy and regulations, including changing tariff policies and trade agreements; • General Risk Factors o Ability to attract and retain qualified personnel; o Stock price volatility; and o Broad range of circumstances outside our control. 6 Economic and Strategic Risks A limited number of large customers account for a significant percentage of our net sales, and the loss of, or a substantial reduction in sales to, or gross profit from, or significant decline in the financial condition of one or more of these customers has and is likely to continue to adversely impact our business and results of operations.
Removed
When this occurs, we seek to raise prices in our foreign markets to recover the lost margin.
Added
Large customers have taken, and may continue to take, actions that adversely affect our gross profit and operating results. We are increasingly dependent upon key customers whose bargaining strength is substantial and growing.
Removed
Continued declines in the use of certain of our products have and will continue to materially adversely affect our business. A number of our products and brands consist of paper-based and related products.
Added
We may be negatively affected by changes in the policies of our customers, such as on-hand inventory reductions, limitations on access to shelf space, use of private label brands, price and term demands, actions to respond to public health crises, and other conditions, which could negatively impact our business, operating results, and financial condition.
Removed
In connection with our May 1, 2012 acquisition of the Mead Consumer and Office Products business, we assumed all of the tax liabilities for its acquired foreign operations, including its operating entity in Brazil ("ACCO Brazil").
Added
Certain of our customers source and sell products under their own private label brands that compete with our products. Additionally, as large traditional retail and online customers grow even larger and become more sophisticated, they may continue to demand lower pricing, shorter lead times for the delivery of products, smaller more frequent shipments, or impose other requirements on product suppliers.
Removed
In December of 2012, the Federal Revenue Department of the Ministry of Finance of Brazil ("FRD") issued a tax assessment against ACCO Brazil, challenging the tax deduction of goodwill from ACCO Brazil’s taxable income for the year 2007 (the "First Assessment").
Added
These business demands may relate to inventory practices, logistics, or other aspects of the customer-supplier relationship. If we do not effectively respond to these demands, these customers could decrease their purchases from us.
Removed
A second assessment challenging the deduction of goodwill from ACCO Brazil’s taxable income for the years 2008, 2009 and 2010 was issued by FRD in October 2013 (the "Second Assessment" and together with the First Assessment, the "Brazil Tax Assessments"). ACCO Brazil continues to dispute both of the Brazil Tax Assessments.
Added
Currency exchange rates can be volatile, especially in times of global, political and economic tension or uncertainty. Additionally, government actions such as currency devaluations, foreign exchange controls, and imposition of tariffs or other trade restrictions, among other things, can further negatively impact, and increase the volatility of, foreign currency exchange rates.
Removed
If the FRD’s initial position is ultimately sustained, payment of the amount assessed would materially adversely affect our cash flow in the year of settlement. For additional details regarding the Brazil Tax Assessments, see "Note 11. Income Taxes – Brazil Tax Assessments" to the consolidated financial statements contained in Part II, Item 8. of this report.
Added
This trend was accelerated by the COVID-19 pandemic and we expect that demand for these products will continue to decline. Additionally, regulatory developments - such as the recent decision by the German government to replace paper-based processes with digital solutions - continue to accelerate this decline in demand.
Removed
Any significant increase in our costs to comply with applicable legal and self-regulatory requirements, or any liability arising from non-compliance, could have a material adverse effect on our business, results of operations, and financial condition.
Added
Our ability to expand our technology accessories business into certain new geographies or product types requires that we obtain additional licensing rights and/or certifications from third parties including gaming console manufacturers, video game publishers and communication software companies and platforms. There can be no assurance that we will be able to obtain these additional licensing rights.
Removed
As a result, changes in trade policies and regulations in the United States or other countries present particular risks for us. We are constantly evaluating our manufacturing and distribution footprint globally, including beyond Asia, to manage and mitigate these risks. New or increased tariffs are expected to adversely affect our source of supply and increase our operating costs.
Added
If newly introduced gaming consoles are not successful, if the rate at which those products are introduced declines, or if such products are not readily available, it may negatively impact our business. Our gaming accessories business depends on the introduction and success of new gaming consoles and video games.
Removed
A trade war could have a significant adverse effect on world trade and the world economy and increase the volatility of currency exchange rates.
Added
As a result, our business results can be materially affected by the timing and frequency with which new gaming consoles are introduced by the three major gaming console manufacturers and video game publishers, whether these products achieve widespread acceptance among gamers, whether such products are readily available at affordable prices, and whether and how quickly we receive intellectual property licenses or certifications with respect to our gaming accessories.
Removed
To the extent that tariffs and other trade restrictions imposed by the United States or other countries increase the price of, or limit the amount of, our products or components or materials used in our products imported into the United States or other countries, or create adverse tax consequences, the sales, cost or gross margin of our products are likely to be adversely affected and the demand from our customers for products and services may be diminished.
Added
The demand for our products would likely decline, perhaps substantially, if gaming companies and developers do not introduce and successfully market sophisticated new and improved games on an ongoing basis or if demand for video games among gaming enthusiasts or conditions in the gaming industry deteriorate for any reason.
Removed
Uncertainty surrounding international trade policy and regulations as well as disputes and protectionist measures could also have an adverse effect on consumer confidence and spending. If we deem it necessary to alter all or a portion of our activities or operations in response to such policies, agreements or tariffs, our capital and operating costs may increase.
Added
As a result, our sales and other operating results fluctuate due to conditions in the market for gaming consoles and games, and downturns in this market would, in all likelihood, materially and adversely impact our sales, results of operation, and financial condition. Our strategy is partially based on growth through acquisitions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+0 added−0 removed18 unchanged
Biggest changeManagement Oversight At a management level, our cybersecurity program is led by our Vice President, Global Cybersecurity who oversees a team with extensive knowledge and expertise. He is a Certified Information Security Professional and has over 20 years of cybersecurity experience and reports to our Chief Information Officer, who reports to our Chief Executive Officer.
Biggest changeManagement Oversight At a management level, our cybersecurity program is led by our Vice President, Global Infrastructure, Operations, & Cybersecurity who oversees a team with extensive knowledge and expertise. He reports to our Chief Information Officer, who reports to our Chief Executive Officer.
We also obtain assurances from outsourced service providers regarding the sufficiency of their security procedures and, where appropriate, assess the protections employed by these third parties. 20 Monitoring, Testing and Auditing We monitor the evolving cybersecurity landscape that could result in new or increased cybersecurity threats.
We also obtain assurances from outsourced service providers regarding the sufficiency of their security procedures and, where appropriate, assess the protections employed by these third parties. Monitoring, Testing and Auditing We monitor the evolving cybersecurity landscape that could result in new or increased cybersecurity threats.
Our Vice President, Global Cybersecurity also chairs our Cybersecurity Management Committee which consists of senior business and functional leaders, including our Chief Information Officer and General Counsel. The Cybersecurity Management Committee is intended to provide cross-functional support for cybersecurity risk management.
Our Vice President, Global Infrastructure, Operations, & Cybersecurity also chairs our Cybersecurity Management Committee which consists of senior business and functional leaders, including our Chief Information Officer and General Counsel. The Cybersecurity Management Committee is intended to provide cross-functional support for cybersecurity risk management.
Burton is a technology expert with experience in online fraud and cybersecurity. Both Ms. Dvorak and Mr. Burton are members of our Audit Committee. Our Senior Vice President and Chief Information Officer and our Vice President, Global Cybersecurity, update the Audit Committee regularly regarding the status of ongoing cybersecurity initiatives and strategies and incident reports.
Burton is a technology expert with experience in online fraud and cybersecurity. Both Ms. Dvorak and Mr. Burton are members of our Audit Committee. Our Senior Vice President and Chief Information Officer and our Vice President, Global Infrastructure, Operations, & Cybersecurity, update the Audit Committee regularly regarding the status of ongoing cybersecurity initiatives and strategies and 21 incident reports.
For further details regarding the cybersecurity risks and uncertainties we face see "Part I, Item 1A. Risk Factors -Technology and Cybersecurity Risks " of this report. 21
For further details regarding the cybersecurity risks and uncertainties we face see "Part I, Item 1A. Risk Factors -Technology and Cybersecurity Risks " of this report. 22
Security Policy and Requirements We have an Information Security Policy that details the overall risk-based framework and governance for the management and security of our information technology assets and information. The policy applies to everyone who accesses our data or information resources, including third parties we engage.
Security Policy and Requirements We have an Information Security Policy that details the overall risk-based framework and governance for the management and security of our information technology assets and information.
Cybersecurity Roadmap and Risk Assessment We have a cybersecurity roadmap that provides a framework for prioritizing and managing our ongoing cybersecurity program.
The policy applies to everyone who accesses our data or information resources, including third parties we engage. 20 Cybersecurity Roadmap and Risk Assessment We have a cybersecurity roadmap that provides a framework for prioritizing and managing our ongoing cybersecurity program.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeThe following table lists our other principal facilities by segment as of December 31, 2024: Location Functional Use Owned/Leased (number of properties) ACCO Brands Americas: Bauru, Brazil Distribution/Manufacturing/Office Owned (2) Sao Paulo, Brazil Manufacturing/Office Leased (2) Burlingame, California Office Leased Lerma, Mexico Manufacturing/Office Owned Mexico City, Mexico Office Owned Booneville, Mississippi Distribution/Manufacturing Owned Kettering, Ohio Office Leased Alexandria, Pennsylvania Distribution/Manufacturing Owned Woodinville, Washington Office Leased Mississauga, Canada Distribution/Office Leased Hong Kong Office Leased Taipei, Taiwan Office Leased ACCO Brands International: Sydney, Australia Distribution/Manufacturing/Office Owned/Leased (2) Sint-Niklaas, Belgium Distribution/Manufacturing Leased Shanghai, China Manufacturing Leased Aylesbury, England Office Leased Halesowen, England Distribution Owned Lillyhall, England Manufacturing Leased Saint-Ame, France Distribution Owned Heilbronn, Germany Distribution Owned Stuttgart, Germany Office Leased Uelzen, Germany Manufacturing Owned Gorgonzola, Italy Distribution/Manufacturing Leased Tokyo, Japan Office Leased Auckland, New Zealand Distribution/Office Leased Kozienice, Poland Distribution/Manufacturing Owned Warsaw, Poland Office Leased Singapore Distribution/Office Leased (2) Hestra, Sweden Distribution/Manufacturing/Office Owned We believe that the properties are suitable to the respective businesses and have production capacities adequate to meet the needs of our businesses. 22
Biggest changeThe following table lists our other principal facilities by segment as of December 31, 2025: Location Functional Use Owned/Leased (number of properties) ACCO Brands Americas: Bauru, Brazil Distribution/Manufacturing/Office Owned (2) Sao Paulo, Brazil Manufacturing/Office Leased (2) Burlingame, California Office Leased Lerma, Mexico Manufacturing/Office Owned Mexico City, Mexico Office Owned Booneville, Mississippi Distribution/Manufacturing Owned Kettering, Ohio Office Leased Alexandria, Pennsylvania Distribution/Manufacturing Owned Woodinville, Washington Office Leased Mississauga, Canada Distribution/Office Leased Hong Kong Office Leased Taipei, Taiwan Office Leased ACCO Brands International: Sydney, Australia Distribution/Manufacturing/Office Owned/Leased (2) Sint-Niklaas, Belgium Distribution/Manufacturing Leased Shanghai, China Manufacturing Leased Aylesbury, England Office Leased Halesowen, England Distribution Owned Lillyhall, England Manufacturing Leased Saint-Ame, France Distribution Owned Heilbronn, Germany Distribution Owned Stuttgart, Germany Office Leased Uelzen, Germany Manufacturing Owned Gorgonzola, Italy Distribution/Manufacturing Leased Tokyo, Japan Office Leased Auckland, New Zealand Distribution/Office Leased Kozienice, Poland Distribution/Manufacturing Owned Warsaw, Poland Office Leased Singapore Distribution/Office Leased (2) Hestra, Sweden Distribution/Manufacturing/Office Owned We believe that the properties are suitable to the respective businesses and have production capacities adequate to meet the needs of our businesses. 23

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+1 added−1 removed2 unchanged
Biggest changeIt is the opinion of management that (other than the Brazil Tax Assessments) the ultimate resolution of currently outstanding matters will not have a material adverse effect on our financial condition, results of operations or cash flow.
Biggest changeIt is the opinion of management that the ultimate resolution of currently outstanding matters will not have a material adverse effect on our financial condition, results of operations, or cash flow.
ITEM 3. LEGAL PROCEEDINGS We are party to various lawsuits and regulatory proceedings, primarily related to alleged patent infringement, as well as other claims incidental to our business. In addition, we may be unaware of third-party claims of intellectual property infringement relating to our technology, brands, or products, and we may face other claims related to business operations.
ITEM 3. LEGAL PROCEEDINGS We are party to various lawsuits and regulatory proceedings, as well as other claims incidental to our business. In addition, we may be unaware of third-party claims of intellectual property infringement relating to our technology, brands, or products, and we may face other claims related to business operations.
Removed
For additional details regarding the Brazil Tax Assessments, see "Note 11. Income Taxes – Brazil Tax Assessments" to the consolidated financial statements contained in Part II, Item 8. of this report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 23 PART II
Added
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 24 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+2 added−0 removed3 unchanged
Biggest changeCumulative Total Return 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 ACCO Brands Corporation $100.00 $94.13 $94.86 $67.09 $77.31 $70.60 Russell 2000 100.00 119.96 137.74 109.59 128.14 142.93 S&P Office Services and Supplies (SuperCap1500) 100.00 104.39 117.00 90.20 113.85 126.82 24 Common Stock Purchases The following table provides information about our purchases of equity securities during the quarter ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) October 1, 2024 to October 31, 2024 478,836 $ 5.29 478,836 $ 90,645,698 November 1, 2024 to November 30, 2024 — — — 90,645,698 December 1, 2024 to December 31, 2024 — — — 90,645,698 Total 478,836 $ 5.29 478,836 $ 90,645,698 (1) Remaining value of shares available to be repurchased out of a $100 million share repurchase authorization made by the Board of Directors on August 7, 2019.
Biggest changeCumulative Total Return 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 ACCO Brands Corporation $100.00 $100.77 $71.28 $82.13 $75.00 $57.65 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 S&P Office Services and Supplies (SuperCap1500) 100.00 112.08 86.41 109.06 121.49 122.16 25 Common Stock Purchases The following table provides information about our purchases of equity securities during the quarter ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) October 1, 2025 to October 31, 2025 — $ — — $ 75,645,700 November 1, 2025 to November 30, 2025 — — — 75,645,700 December 1, 2025 to December 31, 2025 — — — 75,645,700 Total — $ — — $ 75,645,700 (1) Remaining value of shares available to be repurchased out of a $100 million share repurchase authorization made by the Board of Directors on August 7, 2019.
Dividends Dividend information for each quarter for the years ended December 31, 2024, 2023 and 2022 is summarized below: 2024 2023 2022 First quarter $ 0.075 $ 0.075 $ 0.075 Second quarter 0.075 0.075 0.075 Third quarter 0.075 0.075 0.075 Fourth quarter 0.075 0.075 0.075 Total $ 0.300 $ 0.300 $ 0.300 The continued declaration and payment of dividends is at the discretion of the Board of Directors and will be dependent upon, among other things, the Company's financial position, results of operations, cash flows and other factors.
Dividends Dividend information for each quarter for the years ended December 31, 2025, 2024 and 2023 is summarized below: 2025 2024 2023 First quarter $ 0.075 $ 0.075 $ 0.075 Second quarter 0.075 0.075 0.075 Third quarter 0.075 0.075 0.075 Fourth quarter 0.075 0.075 0.075 Total $ 0.300 $ 0.300 $ 0.300 The continued declaration and payment of dividends is at the discretion of the Board of Directors and will be dependent upon, among other things, the Company's financial position, results of operations, cash flows and other factors.
Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock to that of the S&P Office Services and Supplies (SuperCap1500) Index and the Russell 2000 Index assuming an investment of $100 in each from December 31, 2019 through December 31, 2024.
Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock to that of the S&P Office Services and Supplies (SuperCap1500) Index and the Russell 2000 Index assuming an investment of $100 in each from December 31, 2020 through December 31, 2025.
The Company currently believes its capital structure and cash resources can continue to support the funding of future dividends. Our long-term strategy remains to deploy cash to fund dividends, reduce debt, make acquisitions, and repurchase shares of our common stock. ITEM 6. [RESERVED] 25
The Company currently believes its capital structure and cash resources can continue to support the funding of future dividends. Our long-term strategy remains to deploy cash to fund dividends, reduce debt, make acquisitions, and repurchase shares of our common stock.
During the year ended December 31, 2024, we repurchased 2.9 million of our common stock in the open market.
During the year ended December 31, 2025, we repurchased 3.2 million of our common stock in the open market.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Information Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "ACCO." As of February 13, 2025, we had approximately 7,221 record holders of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Information Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "ACCO." As of March 2, 2026, we had approximately 6,666 record holders of our common stock.
Added
See "Dividends" below for a summary of limitations on our ability to repurchases shares.
Added
Pursuant to an amendment to our Credit Agreement in July 2025, the aggregate amount of dividend payments or share repurchases we can make in 2026 is limited to the greater of $40.0 million or 1 percent of the our Consolidated Total Assets. See "Part I, Item 1A Risk Factors - Liquidity, Capital Resources and Capital Allocation Risks" of this report.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

73 edited+21 added−21 removed41 unchanged
Biggest changeConsolidated Results of Operations for the Years Ended December 31, 2024 and 2023 Year Ended December 31, Amount of Change (in millions, except per share data) 2024 2023 $ %/pts Net sales $1,666.2 $1,832.8 $(166.6) (9.1)% Cost of products sold 1,110.8 1,234.5 (123.7) (10.0)% Gross profit 555.4 598.3 (42.9) (7.2)% Gross profit margin 33.3 % 32.6 % 0.7 pts Selling, general and administrative expenses 365.7 393.5 (27.8) (7.1)% SG&A% to net sales 21.9 % 21.5 % 0.4 pts Amortization of intangibles 44.7 43.4 1.3 3.0 % Restructuring 16.8 27.2 (10.4) (38.2)% Impairment of goodwill and intangible assets 165.2 89.5 75.7 84.6 % Operating (loss) income (37.0) 44.7 (81.7) NM Operating (loss) income margin (2.2)% 2.4 % (4.6) pts Interest expense 52.6 58.6 (6.0) (10.2)% Interest income (7.5) (7.1) (0.4) 5.6 % Non-operating pension expense 6.1 1.8 4.3 NM Other (income) expense, net (0.9) 4.5 (5.4) NM Loss before income tax (87.3) (13.1) (74.2) NM Income tax expense 14.3 8.7 5.6 64.4 % Effective tax rate (16.4)% (66.4)% 50.0 pts Net loss (101.6) (21.8) (79.8) NM Weighted average number of diluted shares outstanding: 95.6 95.3 0.3 0.3 % Diluted loss per share $(1.06) $(0.23) $(0.83) NM Comparable sales (Non-GAAP) (1) $1,685.5 $1,832.8 $(147.3) (8.0)% (1) See reconciliation to GAAP contained in Part II, Item 7.
Biggest changeConsolidated Results of Operations for the Years Ended December 31, 2025 and 2024 Year Ended December 31, Amount of Change (in millions, except per share data) 2025 2024 $ %/pts Net sales $1,524.7 $1,666.2 $(141.5) (8.5)% Comparable sales (Non-GAAP) (1) $1,511.5 $1,666.2 $(154.7) (9.3)% Gross profit 500.0 555.4 (55.4) (10.0)% Gross profit margin 32.8 % 33.3 % Selling, general and administrative expenses 346.7 365.7 (19.0) (5.2)% Impairment of goodwill and intangible assets — 165.2 (165.2) NM Intangible amortization and other operating expense 61.0 61.5 (0.5) (0.8)% Operating income (loss) 92.3 (37.0) 129.3 NM Operating income (loss) margin 6.1 % (2.2)% Interest expense, net 36.4 45.1 (8.7) (19.3)% Non-operating pension and other expense, net 6.8 5.2 1.6 30.8 % Income (loss) before income tax 49.1 (87.3) 136.4 NM Income tax expense 7.8 14.3 (6.5) (45.5)% Effective tax rate 15.9 % (16.4)% Net income (loss) 41.3 (101.6) 142.9 NM Diluted income (loss) per share $0.44 $(1.06) $1.50 NM (1) See reconciliation to GAAP contained in Part II, Item 7.
As required by GAAP, the effect of our modifications and unrecognized actuarial gains and losses are generally recorded to a separate component of accumulated other comprehensive income (loss) ("AOCI") in stockholders’ equity and amortized over future periods. We believe that the assumptions utilized in recording our obligations under the plans are reasonable based on our experience.
As required by GAAP, the effect 36 of our modifications and unrecognized actuarial gains and losses are generally recorded to a separate component of accumulated other comprehensive income (loss) ("AOCI") in stockholders’ equity and amortized over future periods. We believe that the assumptions utilized in recording our obligations under the plans are reasonable based on our experience.
In addition, we recognize revenue for private label products as the product is manufactured (or over time) when a contract has an enforceable right to payment. For consignment arrangements, revenue is not recognized until the products are sold to the end customer. 34 Customer programs and incentives ("Customer Program Costs") are a common practice in our industry.
In addition, we recognize revenue for private label products as the product is manufactured (or over time) when a contract has an enforceable right to payment. For consignment arrangements, revenue is not recognized until the products are sold to the end customer. Customer programs and incentives ("Customer Program Costs") are a common practice in our industry.
Cash Flow from Investing Activities Cash used by investing activities during the twelve months ended December 31, 2024, was primarily due to capital expenditures partly offset by proceeds of $2.0 million from the sale of our facility in the Czech Republic and $1.4 million from the sale of machinery and equipment at our Sidney, NY facility which closed during 2024.
Cash used by investing activities during the twelve months ended December 31, 2024, was primarily due to capital expenditures partly offset by proceeds of $2.0 million from the sale of our facility in the Czech Republic and $1.4 million from the sale of machinery and equipment at our Sidney, NY facility which closed during 2024.
We consider the implications of both external factors (e.g., market growth, pricing, competition and technology) and internal factors (e.g., product costs, margins, support expenses and capital investment) and their potential impact on cash flows in both the near and long term, as well as their impact on any identifiable intangible asset associated with the business.
We consider the implications of both external factors (e.g., market growth, pricing, competition, and technology) and internal factors (e.g., product costs, margins, support expenses, and capital investment) and their potential impact on cash flows in both the near and long term, as well as their impact on any identifiable intangible asset 35 associated with the business.
The actuarial assumptions used to record our plan obligations could differ materially from actual results due to changing economic and market 36 conditions, higher or lower withdrawal rates or other factors which may impact the amount of retirement-related benefit expense recorded by us in future periods.
The actuarial assumptions used to record our plan obligations could differ materially from actual results due to changing economic and market conditions, higher or lower withdrawal rates, or other factors which may impact the amount of retirement-related benefit expense recorded by us in future periods.
However, given the economic environment and the uncertainties regarding 35 the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our indefinite-lived intangible impairment testing, will prove to be an accurate prediction of the future.
However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our indefinite-lived intangible impairment testing, will prove to be an accurate prediction of the future.
Comparable sales should not be considered in isolation or as a substitute for, or superior to, GAAP net sales and should be read in connection with the Company's consolidated financial statements presented in accordance with GAAP and contained in Part II, Item 8 of this report.
Comparable sales should not be considered in 38 isolation or as a substitute for, or superior to, GAAP net sales and should be read in connection with the Company's consolidated financial statements presented in accordance with GAAP and contained in Part II, Item 8 of this report.
However, given the economic environment and other uncertainties that can negatively impact on our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future.
However, given the economic environment and other uncertainties that can negatively impact our business, there can be no assurance that our estimates and assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future.
The Credit Agreement 31 also establishes limitations on the aggregate amount of Permitted Acquisitions and Investments (each as defined in the Credit Agreement) that the Company and its subsidiaries may make during the term of the Credit Agreement.
The Credit Agreement also establishes limitations on the aggregate amount of Permitted Acquisitions and Investments (each as defined in the Credit Agreement) that the Company and its subsidiaries may make during the term of the Credit Agreement.
The current pricing for borrowings under the Credit Agreement is as follows: Consolidated Leverage Ratio Applicable Rate on Euro/AUD/CDN Dollar Loans Applicable Rate on Base Rate Loans Undrawn Fee > 4.25 2.25 % 1.25 % 0.375 % > 3.5 2.00 % 1.00 % 0.350 % > 2.5 1.75 % 0.75 % 0.300 % ≤ 2.5 1.50 % 0.50 % 0.250 % As of December 31, 2024, the applicable rate on Euro, Australian and Canadian dollar loans was 2.00 percent and the applicable rate on Base Rate loans was 1.00 percent.
The current pricing for borrowings under the Credit Agreement is as follows: Consolidated Leverage Ratio Applicable Rate on Euro/AUD/CDN Loans Applicable Rate on Base Rate Loans Undrawn Fee > 4.25 2.25 % 1.25 % 0.375 % > 3.5 2.00 % 1.00 % 0.350 % > 2.5 1.75 % 0.75 % 0.300 % ≤ 2.5 1.50 % 0.50 % 0.250 % As of December 31, 2025, the applicable rate on Euro, Australian and Canadian dollar loans was 2.25 percent and the applicable rate on Base Rate loans was 1.25 percent.
Adequacy of Liquidity Sources Based on our 2025 business plan and current forecasts, we believe that cash flow from operations, our current cash balance and borrowings available under our Revolving Facility will be adequate to support our requirements for working capital, capital expenditures, dividend payments, share repurchases and debt service in both the short and long-term.
Adequacy of Liquidity Sources Based on our 2026 business plan and current forecasts, we believe that cash flow from operations, our current cash balance and borrowings available under our Revolving Facility will be adequate to support our requirements for working capital, capital expenditures, dividend payments, share repurchases, and debt service in both the short and long-term.
Guarantees and Security Generally, obligations under the Credit Agreement are guaranteed by certain of the Company's existing and future subsidiaries and are secured by substantially all of the Company's and certain guarantor subsidiaries' assets, subject to certain exclusions and limitations. For further information, see "Note 3.
Guarantees and Security Generally, obligations under the Credit Agreement are guaranteed by certain of the Company's existing and future subsidiaries and are secured by substantially all of the Company's and certain guarantor subsidiaries' assets, subject to certain exclusions and limitations. For further information, see "Note 4.
These channels include mass retailers, e-tailers, technology distributors, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, and contract stationers. We also sell directly through e-commerce sites and our direct sales organization.
These channels include mass retailers, e-tailers, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, contract stationers, and specialist technology businesses. We also sell directly through e-commerce sites and our direct sales organization.
Risk Factors of this report. The following discussion and analysis are for the year ended December 31, 2024, compared with the same period in 2023 unless otherwise stated.
Risk Factors of this report. The following discussion and analysis are for the year ended December 31, 2025, compared with the same period in 2024 unless otherwise stated.
For a discussion and analysis of the year ended December 31, 2023, compared with the same period in 2022, please refer to " Management’s Discussion and Analysis of Financial Condition and Results of Operations " included in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC") on February 23, 2024.
For a discussion and analysis of the year ended December 31, 2024, compared with the same period in 2023, please refer to " Management’s Discussion and Analysis of Financial Condition and Results of Operations " included in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on February 21, 2025.
Undrawn amounts under the Revolving Facility are subject to a commitment fee rate of 0.25 percent to 0.375 percent per annum, depending on the Company's Consolidated Leverage Ratio. As of December 31, 2024, the commitment fee rate was 0.35 percent.
Undrawn amounts under the Revolving Facility are subject to a commitment fee rate of 0.25 percent to 0.375 percent per annum, depending on the Company's Consolidated Leverage Ratio. As of December 31, 2025, the commitment fee rate was 0.375 percent.
Cash Flow from Financing Activities Cash used by financing activities during the twelve months ended December 31, 2024, was primarily due to debt repayments exceeding borrowings, dividend payments, and cash used to repurchase common stock. Cash used by financing activities during the twelve months ended December 31, 2023, was primarily due to debt repayments exceeding borrowings and dividend payments.
Cash Flow from Financing Activities Cash used by financing activities during the twelve months ended December 31, 2025, was primarily due to debt repayments exceeding borrowings, dividend payments, and cash used to repurchase common stock.
International 2024 2023 2022 2024 2023 2022 2024 2023 2022 Discount rate 5.7 % 5.0 % 5.1 % 4.8 % 4.2 % 4.5 % 5.2 % 4.8 % 3.8 % Rate of compensation increase N/A N/A N/A 3.0 % 2.9 % 3.0 % N/A N/A N/A The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022 were as follows: Pension Post-retirement U.S.
International 2025 2024 2023 2025 2024 2023 2025 2024 2023 Discount rate 5.4 % 5.7 % 5.0 % 5.0 % 4.8 % 4.2 % 5.4 % 5.2 % 4.8 % Rate of compensation increase N/A N/A N/A 2.8 % 3.0 % 2.9 % N/A N/A N/A 37 The weighted average assumptions used to determine net periodic benefit (income) cost for the years ended December 31, 2025, 2024 and 2023 were as follows: Pension Post-retirement U.S.
We recognized pension expense of $7.1 million and $2.8 million for the years ended December 31, 2024, and 2023,respectively and pension income of $3.1 million for the year ended December 31, 2022. Post-retirement income was $0.4 million, $0.3 million, and $0.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.
We recognized pension expense of $3.5 million, $7.1 million, and $2.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. Post-retirement income was $0.2 million, $0.4 million, and $0.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
The increase in pension expense was primarily due to settlement costs and changes in discount rates. The weighted average assumptions used to determine benefit obligations for the years ended December 31, 2024, 2023, and 2022 were as follows: Pension Post-retirement U.S.
The decrease in pension expense was primarily due to settlement costs in the prior year and changes in discount rates. The weighted average assumptions used to determine benefit obligations for the years ended December 31, 2025, 2024, and 2023 were as follows: Pension Post-retirement U.S.
The reported net loss reflects higher non-cash goodwill and intangible asset impairment charges and lower benefits from discrete tax items. Operating cash flows for the year provided cash of $148.2 million and $128.7 million in 2024 and 2023, respectively.
The prior year reported net loss reflects non-cash goodwill and intangible asset impairment charges and lower benefits from discrete tax items. Operating cash flows for the year provided cash of $68.7 million and $148.2 million in 2025 and 2024, respectively.
Overview of 2024 Financial Performance During 2024, the Company was impacted by soft global demand, reflecting weak consumer and business spending due to a weak macroeconomic environment and geopolitical uncertainties. We expect these collective global trends to continue to impact our financial results. In 2024, our net sales decreased $166.6 million, or 9.1 percent, compared to the prior year.
Overview of 2025 Financial Performance During 2025, the Company was impacted by soft global demand, reflecting weak consumer and business spending due to a weak macroeconomic environment and geopolitical uncertainties. We expect these collective global trends to continue to impact our financial results. In 2025, our net sales decreased $141.5 million, or 8.5 percent, compared to the prior year.
Cash provided by operating activities during the twelve months ended December 31, 2023, was driven by inflows of $141.2 million (excluding the non-cash impacts primarily of amortization of intangibles, depreciation, stock-based compensation expense, and non-cash goodwill impairment charges that are included in our net loss).
Cash provided by operating activities during the twelve months ended December 31, 2024, was driven by cash inflows of $143.8 million (excluding the non-cash impacts primarily of amortization of intangibles, depreciation, stock-based compensation expense, and non-cash goodwill and intangible asset impairment charges that are included in our net loss).
Amortizable intangible assets are amortized over their useful lives of 5, 7, 10, 15, 23 or 30 years. We test indefinite-lived intangibles for impairment annually, during the second quarter, and during any interim period when market or business events indicate there may be a potential adverse impact on a particular intangible.
Amortizable intangible assets are amortized over their useful lives which range from 5 years to 30 years. We test indefinite-lived intangibles for impairment annually, during the second quarter, and during any interim period when market or business events indicate there may be a potential adverse impact on a particular intangible.
As of and for the periods ended December 31, 2024 and December 31, 2023, the Company was in compliance with all applicable loan covenants under the Credit Agreement and the Senior Unsecured Notes.
As of and for the period ended December 31, 2025, the Company was in compliance with all applicable loan covenants under the Credit Agreement and the Senior Unsecured Notes.
Restructuring" to the consolidated financial statements contained in Part II, Item 8. of this report. Cash Flow for the Years Ended December 31, 2024 and 2023 During the year ended December 31, 2024, our cash and cash equivalents increased $7.7 million compared to an increase of $4.2 million during the prior year.
Restructuring" to the consolidated financial statements contained in Part II, Item 8. of this report. 32 Cash Flow for the Years Ended December 31, 2025 and 2024 During the year ended December 31, 2025, our cash and cash equivalents decreased $9.7 million compared to an increase of $7.7 million during the prior year.
Debt The $264.7 million of debt currently outstanding under our senior secured credit facilities has a weighted average interest rate of 5.15 percent as of December 31, 2024 and the $575.0 million outstanding principal amount of our senior unsecured notes due March 2029 ("Senior Unsecured Notes") has a fixed interest rate of 4.25 percent.
Debt The $265.9 million of debt currently outstanding under our senior secured credit facilities has a weighted average interest rate of 4.66 percent as of December 31, 2025 and the $575.0 million outstanding principal amount of our senior unsecured notes due March 2029 ("Senior Unsecured Notes") has a fixed interest rate of 4.25 percent.
Our products are sold primarily in the U.S., Europe, Australia, Canada, Brazil and Mexico. Effective January 1, 2024, the Company reorganized into two operating segments, the Americas and International. Americas includes the U.S., Canada, Brazil, Mexico and Chile and International includes EMEA, Australia, New Zealand and Asia.
Our products are sold primarily in the U.S., Europe, Australia, Canada, Brazil, and Mexico. The Company has two operating segments, Americas and International. Americas includes the U.S., Canada, Brazil, Mexico, and Chile and International includes EMEA, Australia, New Zealand, and Asia.
As of December 31, 2024, our Consolidated Leverage Ratio was approximately 3.38 to 1.00 versus our maximum covenant of 4.00 to 1.00. Our Interest Coverage Ratio was approximately 5.35 to 1.00 versus the minimum covenant of 3.00 to 1.00.
As of December 31, 2025, our Consolidated Leverage Ratio was approximately 4.13 to 1.00 versus our maximum covenant of 4.50 to 1.00. Our Interest Coverage Ratio was approximately 5.51 to 1.00 versus the minimum covenant of 3.00 to 1.00.
Incidental items incurred that are immaterial in the context of the contract are expensed. At the inception of each contract, the Company assesses the products and services promised and identifies each distinct performance obligation.
Taxes we collect concurrent with revenue producing activities are excluded from revenue. Incidental items incurred that are immaterial in the context of the contract are expensed. At the inception of each contract, the Company assesses the products and services promised and identifies each distinct performance obligation.
Income Tax Expense For the year ended December 31, 2024, we recorded income tax expense of $14.3 million on loss before taxes of $87.3 million. This compared with an income tax expense of $8.7 million on loss before taxes of $13.1 million for the year ended December 31, 2023.
This compared with income tax expense of $14.3 million on a loss before taxes of $87.3 million for the year ended December 31, 2024.
As of December 31, 2024, there was $126.3 million in borrowings outstanding under the 30 Revolving Facility ($34.4 million reported in "Current portion of long-term debt" and $91.9 million reported in "Long-term debt, net"), and the amount available for borrowings was $329.6 million (allowing for $11.6 million of letters of credit outstanding on that date).
As of December 31, 2025, there was $164.6 million in borrowings outstanding under the 30 Revolving Facility ($23.6 million reported in "Current portion of long-term debt" and $141.0 million reported in "Long-term debt, net"), and the amount available for borrowings was $292.3 million (allowing for $10.6 million of letters of credit outstanding on that date).
The result of our assessment was that the fair value of the International reporting unit exceeded its carrying value and we concluded that no impairment existed. Estimating the fair value of each reporting unit requires us to make assumptions and estimates regarding our future. We utilized a combination of discounted cash flows and market approach.
Estimating the fair value of each reporting unit requires us to make assumptions and estimates regarding our future. We utilized a combination of discounted cash flows and market approach.
The following table summarizes our cash flows for the periods presented: Year Ended December 31, (in millions) 2024 2023 Amount of Change Net cash flow provided by: Operating activities $ 148.2 $ 128.7 $ 19.5 Investing activities (12.3 ) (11.2 ) (1.1 ) Net (repayments) borrowings (74.7 ) (87.5 ) 12.8 Dividends paid (28.4 ) (28.5 ) 0.1 All other financing (19.5 ) (1.7 ) (17.8 ) Financing activities (122.6 ) (117.7 ) (4.9 ) Effect of foreign exchange rate changes on cash and cash equivalents (5.6 ) 4.4 (10.0 ) Net increase in cash and cash equivalents $ 7.7 $ 4.2 $ 3.5 32 Cash Flow from Operating Activities Cash provided by operating activities during the twelve months ended December 31, 2024, was driven by cash inflows of $143.8 million (excluding the non-cash impacts primarily of amortization of intangibles, depreciation, stock-based compensation expense, and non-cash goodwill and intangible asset impairment charges that are included in our net loss).
The following table summarizes our cash flows for the periods presented: Year Ended December 31, (in millions) 2025 2024 Amount of Change Net cash flow provided (used) by: Operating activities $ 68.7 $ 148.2 $ (79.5 ) Investing activities (9.3 ) (12.3 ) 3.0 Net borrowings (32.3 ) (74.7 ) 42.4 Dividends paid (27.0 ) (28.4 ) 1.4 All other financing (17.4 ) (19.5 ) 2.1 Financing activities (76.7 ) (122.6 ) 45.9 Effect of foreign exchange rate changes on cash and cash equivalents 7.6 (5.6 ) 13.2 Net (decrease) increase in cash and cash equivalents $ (9.7 ) $ 7.7 $ (17.4 ) Cash Flow from Operating Activities Cash provided by operating activities during the twelve months ended December 31, 2025, was driven by cash inflows of $117.6 million (excluding non-cash impacts primarily of amortization of intangibles, depreciation, stock-based compensation expense, and the gain on the sale of facilities in Sidney, New York and Barcelona, Spain from our net income).
The result of our assessment of the Swingline ® and ACCO ® indefinite-lived trade names was that the fair value of each exceeded its carrying value and we concluded that no impairment existed. We believe the assumptions used in our impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each our indefinite-lived trade names.
We believe the assumptions used in our impairment analysis are appropriate and result in reasonable estimates of the implied fair value of each our indefinite-lived trade names.
International 2024 2023 2022 2024 2023 2022 2024 2023 2022 Discount rate 5.0 % 5.1 % 2.9 % 4.2 % 4.5 % 1.8 % 4.8 % 5.0 % 2.4 % Expected long-term rate of return 8.0 % 7.5 % 6.5 % 6.2 % 6.9 % 4.0 % N/A N/A N/A Rate of compensation increase N/A N/A N/A 2.9 % 3.0 % 3.0 % N/A N/A N/A In 2025, we expect pension expense of approximately $3.0 million. and post-retirement income $0.2 million of approximately. 37 A 25-basis point decrease (0.25 percent) in our discount rate assumption would lead to a decrease in our pension and post-retirement expense of approximately $0.6 million for 2025.
International 2025 2024 2023 2025 2024 2023 2025 2024 2023 Discount rate - benefit obligation 5.7 % 5.0 % 5.1 % 4.8 % 4.2 % 4.5 % 5.2 % 4.8 % 5.0 % Discount rate - service cost N/A N/A N/A 4.1 % 4.2 % 4.1 % 5.4 % 5.0 % 5.1 % Discount rate - interest cost 5.4 % 4.9 % 5.1 % 4.7 % 4.2 % 4.6 % 5.1 % 4.8 % 5.0 % Expected long-term rate of return 8.0 % 8.0 % 7.5 % 6.3 % 6.2 % 6.9 % N/A N/A N/A Rate of compensation increase N/A N/A N/A 3.0 % 2.9 % 3.0 % N/A N/A N/A In 2026, we expect pension expense of approximately $0.2 million and post-retirement income of approximately $0.4 million.
We had $74.1 million in cash on hand as of December 31, 2024. Because of the seasonality of our business, generally our operating cash flow is generated in the second half of the year, as the cash inflows in the first and second quarters are consumed building working capital and making our annual performance-based compensation payments when earned.
Because of the seasonality of our business, generally our operating cash flow is generated in the second half of the year, as the cash inflows in the first and second quarters are consumed building working capital and making our annual performance-based compensation payments when earned. Our third and fourth quarter cash flows come from completing the working capital cycle.
A 25-basis point change in our long-term rate of return assumption would lead to an increase or decrease in pension and post-retirement expense of approximately $1.1 million for 2025. Pension and post-retirement liabilities of $117.2 million as of December 31, 2024, decreased from $157.6 million at December 31, 2023.
A 25-basis point decrease (0.25 percent) in our discount rate assumption would lead to a decrease in our pension and post-retirement expense of approximately $0.6 million for 2026. A 25-basis point change in our long-term rate of return assumption would lead to an increase or decrease in pension and post-retirement expense of approximately $1.1 million for 2026.
The decrease was primarily due to higher non-cash goodwill and intangible asset impairment charges compared to the prior year, partly offset by lower restructuring charges. We reported a net loss of $101.6 million, or $(1.06) per share, compared to a net loss of $21.8 million, or $(0.23) per share in the prior year.
The increase was primarily due to the prior year non-cash goodwill and intangible asset impairment charge. 27 We reported net income of $41.3 million, or $0.44 per share, compared to a net loss of $101.6 million, or $(1.06) per share in the prior year.
Liquidity and Capital Resources Our primary liquidity needs are to support our working capital requirements, service indebtedness and fund capital expenditures, dividends, stock repurchases and acquisitions. Our principal sources of liquidity are cash flows from operating activities, cash and cash equivalents held and seasonal borrowings under our $467.5 million multi-currency revolving credit facility (the "Revolving Facility").
Our principal sources of liquidity are cash flows from operating activities, cash and cash equivalents held and seasonal borrowings under our $467.5 million multi-currency revolving credit facility (the "Revolving Facility").
"Supplemental Non-GAAP Financial Measures." Net Sales For the year ended December 31, 2024, net sales decreased $166.6 million, or 9.1 percent, including $19.3 million, or 1.1 percent, from adverse foreign exchange. Comparable net sales decreased 8.0 percent.
"Supplemental Non-GAAP Financial Measures." Net Sales For the year ended December 31, 2025, net sales decreased $141.5 million, or 8.5 percent. Favorable foreign exchange increased sales by $13.2 million, or 0.8 percent. Comparable net sales decreased 9.3 percent.
The following tables provide a reconciliation of GAAP net sales as reported to non-GAAP comparable sales by segment: Comparable Sales - Year Ended December 31, 2024 Non-GAAP (in millions) GAAP Net Sales Currency Translation Comparable Sales ACCO Brands Americas $999.9 $(16.7) $1,016.6 ACCO Brands International 666.3 (2.6) 668.9 Total $1,666.2 $(19.3) $1,685.5 38 Amount of Change - Year Ended December 31, 2024 compared to the Year Ended December 31, 2023 $ Change - Net Sales Non-GAAP (in millions) GAAP Net Sales Change Currency Translation Comparable Sales ACCO Brands Americas $(135.8) $(16.7) $(119.1) ACCO Brands International (30.8) (2.6) (28.2) Total $(166.6) $(19.3) $(147.3) % Change - Net Sales Non-GAAP GAAP Net Sales Change Currency Translation Comparable Sales ACCO Brands Americas (12.0)% (1.5)% (10.5)% ACCO Brands International (4.4)% (0.4)% (4.0)% Total (9.1)% (1.1)% (8.0)% 39
The following tables provide a reconciliation of GAAP net sales as reported to non-GAAP comparable sales by segment: Comparable Sales - Year Ended December 31, 2025 Non-GAAP (in millions) GAAP Net Sales Currency Translation Comparable Sales ACCO Brands Americas $894.4 $(4.6) $899.0 ACCO Brands International 630.3 17.8 612.5 Total $1,524.7 $13.2 $1,511.5 Amount of Change - Year Ended December 31, 2025 compared to the Year Ended December 31, 2024 $ Change - Net Sales Non-GAAP (in millions) GAAP Net Sales Change Currency Translation Comparable Sales ACCO Brands Americas $(105.5) $(4.6) $(100.9) ACCO Brands International (36.0) 17.8 (53.8) Total $(141.5) $13.2 $(154.7) % Change - Net Sales Non-GAAP GAAP Net Sales Change Currency Translation Comparable Sales ACCO Brands Americas (10.6)% (0.5)% (10.1)% ACCO Brands International (5.4)% 2.7% (8.1)% Total (8.5)% 0.8% (9.3)% 39
Overview of the Company ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. These brands include At-A-Glance, Barrilito, Esselte, Five Star, Foroni, GBC, Hilroy, Kensington, Leitz, Mead, PowerA, Quartet, Rapid, Swingline, Tilibra and other.
Overview of the Company ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work.
(2) For further information on leases, see "Note 4. Leases" to the consolidated financial statements contained in Part II, Item 8. of this report. (3) Purchase obligations primarily consist of contracts and non-cancelable purchase orders for raw materials and finished goods. (4) The U.S.
(2) For further information on leases, see "Note 5. Leases" to the consolidated financial statements contained in Part II, Item 8. of this report. (3) For further information on purchase obligations see "Note 19. Commitments and Contingencies - Unconditional Purchase Commitments " to the consolidated financial statements contained in Part II. Item 8. of this report.
ACCO Brands International Year Ended December 31, Amount of Change (in millions) 2024 2023 $ %/pts Net sales $ 666.3 $ 697.1 $ (30.8 ) (4.4 )% Segment operating income⁽¹⁾ 54.1 49.6 4.5 9.1 % Segment operating income margin 8.1 % 7.1 % 1.0 pts Comparable sales (Non-GAAP)⁽²⁾ $ 668.9 $ 697.1 $ (28.2 ) (4.0 )% (1) Segment operating income excludes corporate costs.
ACCO Brands International Year Ended December 31, Amount of Change (in millions) 2025 2024 $ %/pts Net sales $ 630.3 $ 666.3 $ (36.0 ) (5.4 )% Comparable sales (Non-GAAP)⁽¹⁾ $ 612.5 $ 666.3 $ (53.8 ) (8.1 )% Segment operating income⁽²⁾ 34.2 54.1 (19.9 ) (36.8 )% Segment operating income margin 5.4 % 8.1 % (2.7 ) pts (1) See reconciliation to GAAP contained in Part II, Item 7.
During the second quarter, we identified triggering events within our Americas reporting unit indicating that it was more likely than not that an impairment loss had been incurred. The triggering events included a decline in forecasted cash flows within specific product categories, and a decline in our stock price.
During the fourth quarter of 2025, we identified triggering events that converged within our Americas and International reporting units indicating that it was more likely than not that an impairment loss had been incurred.
Accordingly, as of May 31, 2024, we completed an impairment assessment, on a quantitative basis, of goodwill for both the Americas and International reporting units. The result of our assessment was that the fair value of the Americas reporting unit did not exceed its carrying value resulting in an impairment charge of $127.5 million.
Accordingly, as of November 30, 2025, we completed an impairment assessment, on a quantitative basis, of goodwill for both the Americas and International reporting units. The result of our assessment was that the fair value of both the Americas and International reporting unit exceeded their respective carrying values and we concluded that no impairment existed for either reporting unit.
The program incorporates initiatives to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply chain optimization, global footprint rationalization, and better leveraging the Company's sourcing capabilities.
During 2024, the Company announced a multi-year restructuring and cost savings program, with currently anticipated annualized pre-tax cost savings of approximately $100.0 million by the end of 2026. The program incorporates initiatives to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply chain optimization, global footprint rationalization, and better leveraging the Company's sourcing capabilities.
Interest Expense For the year ended December 31, 2024, interest expense decreased $6.0 million, primarily due to lower variable interest rates on lower variable debt balances versus the prior year. The weighted average interest rate on $264.7 million of outstanding variable rate debt as of December 31, 2024 decreased to 5.15 percent from 6.38 percent in the prior year.
The weighted average interest rate on $265.9 million of outstanding variable rate debt as of December 31, 2025, decreased to 4.66 percent from 5.15 percent in the prior year. Income Tax Expense For the year ended December 31, 2025, we recorded income tax expense of $7.8 million on income before taxes of $49.1 million.
The decrease was primarily due to updated assumptions and foreign exchange, partly offset by cash contributions. Income Taxes Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and are subsequently adjusted to reflect changes in tax rates expected to be in effect when the temporary differences reverse.
Pension and post-retirement liabilities of $117.5 million as of December 31, 2025, increased from $117.2 million at December 31, 2024. Income Taxes Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and are subsequently adjusted to reflect changes in tax rates expected to be in effect when the temporary differences reverse.
For the year ended December 31, 2024, SG&A decreased $27.8 million, or 7.1 percent, primarily due to the impact of global cost reduction actions and lower incentive compensation expense, partly offset by people cost inflation. Favorable foreign exchange reduced SG&A by $2.3 million, or 0.6 percent.
Gross profit margin declined 50 basis points. Favorable foreign exchange increased gross profit by $5.4 million, or 1.0 percent. Selling, General and Administrative Expenses ("SG&A") For the year ended December 31, 2025, SG&A decreased $19.0 million, or 5.2 percent. The decrease was due to the positive impact of global cost reduction actions and lower incentive compensation expense.
Tax Cuts and Jobs Act requires companies to pay a one-time Transition Toll Tax, which is payable over eight years. (5) Other long-term liabilities consist of estimated expected employer contributions to pension and post-retirement plans for 2024, along with estimated future payments to these plans that are not paid from assets held in a plan trust.
(5) Other long-term liabilities consist of estimated expected employer contributions to pension and post-retirement plans for 2026, along with estimated future payments to these plans that are not paid from assets held in a plan trust. Critical Accounting Estimates Our financial statements are prepared in conformity with generally accepted accounting principles in the U.S. ("GAAP").
For the year ended December 31, 2024, operating loss was $45.5 million compared to operating income of $43.9 million in the prior year. The operating loss in the current year included non-cash intangible asset impairment charges totaling $165.2 million versus $89.5 million in the prior year.
For the year ended December 31, 2025, we reported operating income of $97.7 million compared to a loss of $45.5 million. The prior year operating loss was due to non-cash impairment charges totaling $165.2 million related to goodwill and an indefinite-lived trade name.
This was partially offset by cash used by trade working capital of $21.1 million, which includes accounts receivable, inventory and accounts payable. In addition, there was a net cash inflow of $8.6 million for all other assets and liabilities.
Cash was also provided by trade working capital of $16.3 million, which includes accounts receivable, inventory, and accounts payable. This was partially offset by a net cash outflow of $65.2 million from other assets and liabilities including cash payments for restructuring, taxes, interest, pensions, and incentives.
We regularly review our assumptions and estimates, which are based on historical experience and, where appropriate, current business trends. We believe that the following discussion addresses our critical accounting policies, which require significant, subjective and complex judgments to be made by our management.
We regularly review our assumptions and estimates, which are based on historical experience and, where appropriate, current business trends.
Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount reflective of the consideration we expect to receive in exchange for those goods or services. Taxes we collect concurrent with revenue producing activities are excluded from revenue.
We believe that the following discussion addresses our critical accounting policies, which require significant, subjective, and complex judgments to be made by our management. 34 Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers in an amount reflective of the consideration we expect to receive in exchange for those goods or services.
The increase in the net loss was primarily due to the higher non-cash impairment charges related to our intangible assets. 29 Segment Net Sales and Operating (Loss) Income for the Years Ended December 31, 2024 and 2023 ACCO Brands Americas Year Ended December 31, Amount of Change (in millions) 2024 2023 $ %/pts Net sales $ 999.9 $ 1,135.7 $ (135.8 ) (12.0 )% Segment operating (loss) income⁽¹⁾ (45.5 ) 43.9 (89.4 ) NM Segment operating (loss) income margin (4.6 )% 3.9 % (8.5 ) pts Comparable sales (Non-GAAP)⁽²⁾ $ 1,016.6 $ 1,135.7 $ (119.1 ) (10.5 )% (1) Segment operating (loss) income excludes corporate costs.
Income Taxes" to the Consolidated Financial Statements contained in Part II, Item 8. of this report for more information. 29 Segment Net Sales and Operating Income (Loss) for the Years Ended December 31, 2025 and 2024 ACCO Brands Americas Year Ended December 31, Amount of Change (in millions) 2025 2024 $ %/pts Net sales $ 894.4 $ 999.9 $ (105.5 ) (10.6 )% Comparable sales (Non-GAAP)⁽¹⁾ $ 899.0 $ 999.9 $ (100.9 ) (10.1 )% Segment operating income (loss)⁽²⁾ 97.7 (45.5 ) 143.2 NM Segment operating income (loss) margin 10.9 % (4.6 )% 15.5 pts (1) See reconciliation to GAAP contained in Part II, Item 7.
Financial Covenants The current financial covenants under the Credit Agreement are as follows: • Minimum Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00:1.00; and • Maximum Consolidated Leverage Ratio financial covenant for all first and second fiscal quarters is 4.50x dropping to 4.00x for all third and fourth fiscal quarters.
Prior to July 29, 2025, the maximum Consolidated Leverage Ratio under the Credit Agreement for all first and second fiscal quarters was 4.50x and 4.00x for all third and fourth fiscal quarters.
Cash used by investing activities during the twelve months ended December 31, 2023, was primarily due to capital expenditures partially offset by proceeds of $2.2 million from the sale of our facility in Japan.
Cash Flow from Investing Activities Cash used by investing activities during the twelve months ended December 31, 2025, was due to $10.1 million of cash used for the Buro Acquisition as well as capital expenditures, partly offset by $18.7 million in proceeds from the sale of facilities in Sidney, New York, Barcelona, Spain, and Arcos, Portugal.
See "Part II, Item 8. Note 17. Information on Operating Segments" for a reconciliation of total "Segment operating (loss) income" to "(Loss) income before income tax." (2) See reconciliation to GAAP contained in Part II, Item 7.
"Supplemental Non-GAAP Financial Measure." (2) Segment operating income (loss) excludes corporate costs. See "Part II, Item 8. Note 18. Information on Operating Segments" for a reconciliation of total "Segment operating income (loss)" to "Income (Loss) before income tax." For the year ended December 31, 2025, net sales decreased $105.5 million, or 10.6 percent.
See "Part II, Item 8. Note 17. Information on Operating Segments" for a reconciliation of total "Segment operating (loss) income" to "(Loss) income before income tax." (2) See reconciliation to GAAP contained in Part II, Item 7.
"Supplemental Non-GAAP Financial Measure." (2) Segment operating income excludes corporate costs. See "Part II, Item 8. Note 18. Information on Operating Segments" for a reconciliation of total "Segment operating income (loss)" to "Income (Loss) before income tax." For the year ended December 31, 2025, net sales decreased $36.0 million, or 5.4 percent.
Off-Balance-Sheet Arrangements and Contractual Financial Obligations The Company does not have any material off-balance-sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. 33 Our contractual obligations and related payments by period as of December 31, 2024 were as follows: (in millions) 2025 2026 - 2027 2028 - 2029 Thereafter Total Debt $ 51.3 $ 16.0 $ 772.4 $ — $ 839.7 Interest on debt (1) 36.5 69.3 42.9 — 148.7 Operating lease obligations (2) 26.2 38.0 24.2 17.8 106.2 Purchase obligations (3) 113.3 5.5 — — 118.8 Transition Toll Tax (4) 9.6 — — — 9.6 Other long-term liabilities (5) 16.0 15.0 14.9 35.8 81.7 Total $ 252.9 $ 143.8 $ 854.4 $ 53.6 $ 1,304.7 (1) Interest calculated at December 31, 2024, rates for variable rate debt.
Our contractual obligations and related payments by period as of December 31, 2025, were as follows: (in millions) 2026 2027 - 2028 2029 - 2030 Thereafter Total Debt $ 30.8 $ 21.6 $ 788.5 $ — $ 840.9 Interest on debt (1) 35.7 69.2 9.0 — 113.9 Operating lease obligations (2) 24.7 37.3 25.0 9.7 96.7 Purchase obligations (3) 107.0 9.9 — — 116.9 Brazil tax assessment (4) 3.0 — — — 3.0 Other long-term liabilities (5) 18.0 18.1 18.0 42.6 96.7 Total $ 219.2 $ 156.1 $ 840.5 $ 52.3 $ 1,268.1 (1) Interest calculated at December 31, 2025, rates for variable rate debt.
The volume decline was primarily due to softer business and consumer demand for our back-to-school and office products as well as from the exit of lower margin business primarily in North America which accounted for approximately 3.0 percent. The decline was partly offset by growth in technology accessories. Adverse foreign exchange reduced net sales $16.7 million, or 1.5 percent.
Favorable foreign exchange increased sales $17.8 million, or 2.7 percent. Comparable net sales decreased 8.1 percent. The reported sales decline was driven by lower volume, which was down $62.5 million, or 9.4 percent, primarily due to reduced demand for business products, partly offset by the benefit of price increases of $8.7 million, or 1.3 percent.
For the year ended December 31, 2024, operating income increased $4.5 million, or 9.1 percent, primarily due to price increases and cost reduction actions, partly offset by the impact of lower volume. Adverse foreign exchange reduced operating income by $0.5 million, or 1.0 percent.
For the year ended December 31, 2025, operating income decreased $19.9 million, or 36.8 percent, primarily due to lower sales volume and higher restructuring costs of $7.2 million in the current year, partly offset by cost savings, price increases, lower incentive compensation and the net gain of $1.1 million primarily related to the sale of a facility in Barcelona, Spain.
For further information, see "Note 11. Income Taxes" to the consolidated financial statements contained in Part II, Item 8. of this report. Critical Accounting Estimates Our financial statements are prepared in conformity with generally accepted accounting principles in the U.S. ("GAAP").
(4) In June 2025, we agreed with the Brazilian Treasury to settle the Brazil Tax Assessments pursuant to an amnesty program. For further information regarding the Brazil Tax Assessments, see "Note 12. Income Taxes – Brazil Tax Assessments " to the consolidated financial statements contained in Part II, Item 8. of this report.
Capitalization The Company had 92.9 million and 94.9 million shares of common stock outstanding as of December 31, 2024, and 2023, respectively.
Cash used by financing activities during the twelve months ended December 31, 2024, was primarily due to debt repayments exceeding borrowings, dividend payments, and cash used to repurchase common stock. 33 Capitalization The Company had 90.1 million and 92.9 million shares of common stock outstanding as of December 31, 2025, and 2024, respectively.
The sales decline was driven by lower volume, which was down 7.9 percent, primarily due to softer global business and consumer demand for certain office related product categories, lower back-to-school purchases by our customers in our Americas operating segment, and the exit of lower margin business primarily in North America which accounted for approximately 2.0 percent of the decline.
The reported sales decline was driven by lower volume, which was down $161.0 million or 9.7 percent, primarily due to lower global demand for consumer and business products and tariff-related impacts, partially offset by the acquisition of Buro (for more information see "Note 3.
During the year ended December 31, 2024, the Company recorded $16.8 million in restructuring expenses: $6.5 million of restructuring expense for our Americas segment; $6.9 million for our International segment; and $3.4 million for Corporate. Restructuring charges in 2024 were primarily for severance costs related to cost reduction initiatives. For further information, see "Note 10.
Restructuring charges in 2025 were primarily for severance costs related to cost reduction initiatives. For further information, see "Note 11.
Globally, demand was softer for certain office related products. In addition, the decline in sales reflects lower back-to-school purchases by our customers in our Americas operating segment, as well as the exit of lower margin business, primarily in North America. These declines were partially offset by growth in the technology accessories categories.
Globally, demand was softer for certain office related products. In addition, sales were impacted by tariff disruptions in the Americas operating segment, primarily in the United States. Gross margin decreased 50 basis points compared to the prior-year period, primarily due to the impact of volume declines and tariff related impacts.
Goodwill and Identifiable Intangible Assets" to the consolidated financial statements contained in Part II, Item 8. of this report for more information. Operating (Loss) Income For the year ended December 31, 2024, we reported an operating loss of $37.0 million compared to income of $44.7 million in the prior year.
Adverse foreign exchange increased SG&A by $2.2 million, or 0.6 percent. Operating Income (Loss) For the year ended December 31, 2025, we reported operating income of $92.3 million compared to a loss of $37.0 million in the prior year.
Goodwill/Intangible Impairment For the year ended December 31, 2024, we recorded non-cash impairment charges of $165.2 million related to goodwill and an indefinite-lived trade name, compared to a non-cash goodwill impairment charge of $89.5 million in the prior year. Future events may occur that could further impair our goodwill or indefinite-lived intangible assets. See "Note 9.
The prior year operating loss was due to non-cash impairment charges totaling $165.2 million related to goodwill and an indefinite-lived trade name within our Americas reporting unit.
The decline in operating results reflects the impact of lower sales volume, partly offset by lower SG&A and lower restructuring expenses. The lower SG&A reflects our cost reduction initiatives and reduced incentive compensation. Adverse foreign exchange reduced operating loss $2.8 million or 6.4 percent.
The current year period was impacted by lower sales volume, reduced fixed-cost absorption and $4.8 million of higher restructuring expense, partly offset by a net gain of $6.8 million primarily related to the sale of facilities in Sidney, New York and Barcelona, Spain and the benefit of cost reduction actions and lower incentive compensation expense.
Removed
This reorganization has and will continue to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply change optimization, global footprint rationalization, and better leverage of our sourcing capabilities. Prior period results have been reclassified to reflect this change in our operating segments.
Added
These brands include At-A-Glance ® , Barrilito ® , Buro ® Esselte ® , Five Star ® , Foroni ® , GBC ® , Hilroy ® , Kensington ® , Leitz ® , Mead ® , PowerA ® , Quartet ® , Rapid ® , Swingline ® , Tilibra ® , and others.
Removed
Gross margin increased 70 basis points compared to the prior-year period, primarily due to the impact of cost reduction actions, partly offset by the impact of volume declines. 26 We reported an operating loss of $37.0 million in 2024 compared to operating income of $44.7 million in 2023.
Added
We reported operating income of $92.3 million in 2025 compared to an operating loss of $37.0 million in 2024.
Removed
These declines were partly offset by growth in the technology accessories categories. Gross Profit For the year ended December 31, 2024, gross profit decreased $42.9 million, or 7.2 percent, primarily due to volume declines partly offset by the positive impact of cost reductions, including productivity, product mix and sourcing actions. Gross profit margin improved 70 basis points.
Added
Response to Tariffs In reaction to the evolving tariff landscape, we have taken, and will continue to take, a number of actions: • Communicated and implemented price increases in the U.S., • Moved sourcing of our U.S. products to countries where we believe tariffs will be lower over the long term, • Negotiated with suppliers on best terms, and • Expanded our SKU rationalization in the U.S. and offered our customers item substitutions for high-cost products.
Removed
Adverse foreign exchange reduced gross profit by $6.2 million, or 1.0 percent. 27 Selling, General and Administrative Expenses Selling, general and administrative expenses ("SG&A") include advertising, marketing, selling (including commissions), research and development, customer service, depreciation related to assets outside the manufacturing and distribution processes, and all other general and administrative expenses outside the manufacturing and distribution functions (e.g., finance, human resources, information technology).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−3 removed4 unchanged
Biggest changeThe Senior Unsecured Notes have a fixed interest rate and, accordingly, are not exposed to market risk resulting from changes in interest rates.
Biggest changePursuant to the July 29, 2025 amendment to the senior credit facility, pricing is fixed at Tier 1 (>4.25x) until December 31, 2026. 40 The Senior Unsecured Notes have a fixed interest rate and, accordingly, are not exposed to market risk resulting from changes in interest rates.
For further information related to outstanding foreign currency forward exchange contracts, see "Note 13. Derivative Financial Instruments" and "Note 14. Fair Value of Financial Instruments" to the consolidated financial statements contained in Part II, Item 8. of this report.
For further information related to outstanding foreign currency forward exchange contracts, see "Note 14. Derivative Financial Instruments" and "Note 15. Fair Value of Financial Instruments" to the consolidated financial statements contained in Part II, Item 8. of this report.
Interest Rate Risk Management Amounts outstanding under the Credit Agreement bear interest at a rate per annum equal to the Euro Rate (with a zero percent floor for Euro borrowings), the Australian BBSR Rate, the Canadian BA Rate or the Base Rate, as applicable and as each such rate is defined in the Credit Agreement, plus an "applicable rate." The applicable rate applied to outstanding Euro, Australian and Canadian dollar denominated loans and Base Rate loans is based on the Company’s Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio Applicable Rate on Euro/AUD/CDN Dollar Loans Applicable Rate on Base Rate Loans Undrawn Fee > 4.25 2.25 % 1.25 % 0.375 % > 3.5 2.00 % 1.00 % 0.350 % > 2.5 1.75 % 0.75 % 0.300 % ≤ 2.5 1.50 % 0.50 % 0.250 % As of December 31, 2024, the applicable rate on Euro, Australian and Canadian dollar loans was 2.00 percent and the applicable rate on Base Rate loans was 1.00 percent.
Interest Rate Risk Management Amounts outstanding under our senior credit facility bear interest at a rate per annum equal to the Euro Rate (with a zero percent floor for Euro borrowings), the Australian BBSR Rate, the Canadian BA Rate or the Base Rate, as applicable and as each such rate is defined in the Credit Agreement, plus an "applicable rate." The applicable rate applied to outstanding Euro, Australian, and Canadian dollar denominated loans and Base Rate loans is based on the Company’s Consolidated Leverage Ratio as follows: Consolidated Leverage Ratio Applicable Rate on Euro/AUD/CDN Loans Applicable Rate on Base Rate Loans Undrawn Fee > 4.25 2.25 % 1.25 % 0.375 % > 3.5 2.00 % 1.00 % 0.350 % > 2.5 1.75 % 0.75 % 0.300 % ≤ 2.5 1.50 % 0.50 % 0.250 % As of December 31, 2025, the applicable rate on Euro, Australian and Canadian dollar loans was 2.25 percent and the applicable rate on Base Rate loans was 1.25 percent.
Undrawn amounts under the Revolving Facility are subject to a commitment fee rate of 0.25 percent to 0.375 percent per annum, depending on the Company’s Consolidated Leverage Ratio. As of December 31, 2024, the commitment fee rate was 0.35 percent.
Undrawn amounts under the Revolving Facility are subject to a commitment fee rate of 0.25 percent to 0.375 percent per annum, depending on the Company’s Consolidated Leverage Ratio. As of December 31, 2025, the commitment fee rate was 0.375 percent.
Increases and decreases in the fair market values of our forward contracts are expected to be offset by gains/losses in recognized net underlying foreign currency transactions or loans. Notional amounts of outstanding foreign currency forward exchange contracts were $150.5 million and $182.5 million at December 31, 2024, and 2023, respectively.
Increases and decreases in the fair market values of our forward contracts are expected to be offset by gains/losses in recognized net underlying foreign currency transactions or loans. Notional amounts of outstanding foreign currency forward exchange contracts were $140.2 million and $150.5 million at December 31, 2025, and 2024, respectively.
The net fair value of these foreign currency contracts was $4.0 million and $(0.4) million at December 31, 2024, and 2023, respectively. At December 31, 2024, a 10-percent unfavorable exchange rate movement in our portfolio of foreign currency forward contracts would have reduced our unrealized gains $15.0 million.
The net fair value of these foreign currency contracts was $(0.6) million and $4.0 million at December 31, 2025, and 2024, respectively. At December 31, 2025, a 10-percent unfavorable exchange rate movement in our portfolio of foreign currency forward contracts would have reduced our unrealized gains $12.3 million.
In addition, fair market values will also reflect the credit markets' view of credit risk spreads and our risk profile. These interest rate changes may affect the fair market value of our fixed interest rate debt and any decisions we may make to repurchase the Senior Unsecured Notes, but do not impact our earnings or cash flow.
These interest rate changes may affect the fair market value of our fixed interest rate debt and any decisions we may make to repurchase the Senior Unsecured Notes, but do not impact our earnings or cash flow. 41
However, the fair market value of our long-term fixed interest rate debt is subject to interest rate risk. 40 Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise.
However, the fair market value of our long-term fixed interest rate debt is subject to interest rate risk. Generally, the fair market value of fixed interest rate debt will increase as interest rates fall and decrease as interest rates rise. In addition, fair market values will also reflect the credit markets' view of credit risk spreads and our risk profile.
Removed
The following table summarizes information about our major debt components as of December 31, 2024, including the principal cash payments and interest rates.
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Debt Obligations Stated Maturity Date (in millions) 2025 2026 2027 2028 2029 Thereafter Total Fair Value Long term debt: Fixed rate Senior Unsecured Notes, due March 2029 $ — $ — $ — $ — $ 575.0 $ — $ 575.0 $ 524.7 Fixed interest rate 4.25 % Euro Senior Secured Term Loan A, due October 2029 $ 6.4 $ 6.4 $ 9.6 $ 9.6 $ 95.9 $ — $ 127.9 $ 127.9 Euro Dollar Senior Secured Revolving Credit Facility, due October 2029 $ — $ — $ — $ — $ 59.1 $ — $ 59.1 $ 59.1 U.S.
Removed
Dollar Senior Secured Revolving Credit Facility, due October 2029 $ 34.4 $ — $ — $ — $ — $ — $ 34.4 $ 34.4 Australian Dollar Senior Secured Revolving Credit Facility, due October 2029 $ — $ — $ — $ — $ 32.8 $ — $ 32.8 $ 32.8 Average variable interest rate (1) 4.95 % 4.96 % 4.98 % 4.99 % 4.99 % (1) Rates presented are as of December 31, 2024. 41

Other ACCO 10-K year-over-year comparisons