b
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
Form 10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-08454
ACCO Brands Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
36-2704017
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification Number)
Four Corporate Drive
Lake Zurich, Illinois 60047
(Address of Registrant’s Principal Executive Office, Including Zip Code)
(847) 541-9500
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share
ACCO
NYSE
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☑
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
No ☑
As of June 30, 2025, the aggregate market value of the shares of Common Stock held by non-affiliates of the registrant was approximately $316.1 million. As of March 2, 2026,
the registrant had outstanding 90,170,277 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be issued in connection with registrant’s annual stockholders' meeting expected to be held on May 16, 2026, are
incorporated by reference into Part III of this report.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K other than statements of historical fact, particularly
those anticipating future financial performance, business prospects, growth, strategies, business operations and similar
matters, results of operations, liquidity, and financial condition and those related to cost reductions and anticipated pre-tax
savings and restructuring costs are "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available
to us at the time such statements are made. These statements, which are generally identifiable by the use of the words "will,"
"believe," "expect," "intend," "anticipate," "estimate," "forecast," "future," "predict," "project," "plan," and similar
expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or
obligation to update them. Forward-looking statements are subject to the occurrence of events outside the Company’s control
and actual results and the timing of the events may differ materially from those suggested or implied by such forward-looking
statements due to numerous factors that involve substantial known and unknown risks and uncertainties. Investors and others
are cautioned to not place undue reliance on forward-looking statements when deciding whether to buy, sell or hold the
Company's securities.
Some of the factors that could affect our results or cause our plans, actions, and results to differ materially from those
expressed in the forward-looking statements contained in this Annual Report Form 10-K are detailed in "Part I, Item 1.
Business" and "Part I, Item 1A. Risk Factors" as well as in "Part II, Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations" of this Annual Report on Form 10-K and from time to time in our other
Securities and Exchange Commission (the "SEC") filings.
Website Access to Securities and Exchange Commission Reports
The Company’s website can be found at www.accobrands.com. The information contained on or connected to our website
is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other
report we file with the SEC. The Company makes available free of charge on or through its website its Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as practicable after the Company files them
with, or furnishes them to, the SEC. We also make available the following documents, among others, on our website: the Audit
Committee Charter; the Compensation and Human Capital Committee Charter; the Nominating, Governance and Sustainability
Committee Charter; our Corporate Governance Principles; and our Code of Conduct. The Company’s Code of Conduct applies
to all of our directors, officers (including the Chief Executive Officer, Chief Financial Officer and Principal Accounting
Officer) and employees. You may obtain a copy of any of the foregoing documents, free of charge, if you submit a written
request to ACCO Brands Corporation, Four Corporate Drive, Lake Zurich, IL 60047, Attn: Investor Relations.
TABLE OF CONTENTS
PART I
ITEM 1.
Business
1
ITEM 1A.
Risk Factors
6
ITEM 1B.
Unresolved Staff Comments
20
ITEM 1C.
Cybersecurity
20
ITEM 2.
Properties
23
ITEM 3.
Legal Proceedings
24
ITEM 4.
Mine Safety Disclosures
24
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
25
ITEM 6.
[Reserved]
26
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
40
ITEM 8.
Financial Statements and Supplementary Data
42
ITEM 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
93
ITEM 9A.
Controls and Procedures
93
ITEM 9B.
Other Information
94
ITEM 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
94
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
95
ITEM 11.
Executive Compensation
95
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
96
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence
96
ITEM 14.
Principal Accountant Fees and Services
96
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
97
ITEM 16.
Form 10-K Summary
97
Signatures
103
1
PART I
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.
For a description of certain factors that may have had, or may in the future have, a significant impact on our business,
results of operations or financial condition, see "Part I, Item 1A. Risk Factors" of this report.
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. 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.
Note: 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.
2
•
Support profitability through margin expansion initiatives and our multi-year cost reduction and footprint
rationalization programs.
•
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.
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. Historically we have made acquisitions that have
meaningfully expanded our portfolio of well-known brands, enhanced our competitive position from both a product and
channel perspective, added scale to our operations, and increased our geographic presence.
Operating Segments
ACCO Brands has two operating segments based in different geographic regions: Americas and International. Each
operating segment designs, markets, sources, manufactures and sells recognized consumer, technology and business branded
products used in schools, homes and at work. Product designs are tailored to end-user preferences in each geographic region,
and where possible, leverage common engineering, design and sourcing.
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.
Seasonality
Sales of the Company's products tend to be seasonal, with first quarter sales and operating income being lower than any
other quarter. This is due to a combination of factors including lower volume and the mix of products sold in the first quarter.
In addition, in the Americas, the U.S. back-to-school season primarily falls in the second and third quarters, which impacts our
seasonality. The seasonality of the Company's sales volume combined with our fixed costs, such as depreciation, amortization,
rent, personnel costs and interest expense, impacts the Company's profits on a quarterly basis.
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. 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. 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. 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.
3
Competition
We operate in a highly competitive environment. ACCO Brands competes with numerous branded consumer and business
products manufacturers, as well as many private label suppliers and importers, including various customers who import their
own private label products directly from foreign sources.
The Company meets competitive challenges by creating and maintaining leading brands and differentiated products that
deliver superior value, performance, and benefits to consumers and other end-users. Our products are sold through diverse
distribution channels. We further meet consumer and end-user needs by developing, producing, and procuring products at a
competitive cost, enabling them to be sold at attractive selling prices. We also believe that our experience and skill in managing
complex assortments and large seasonal demand is a competitive advantage, as are our strong relationships with technology and
content providers in our technology accessories categories.
Product Development
We seek opportunities to invest in new products and adjacencies. Our innovation efforts focus on generating new,
exciting, and differentiated products that meet consumer and other end-user needs and provide the opportunity to meaningfully
grow sales and margins. Our commitment to understanding our consumers and end-users and designing products that fulfill
their needs drives our product development strategy, which we believe will continue to be a key contributor to our success. Our
products are developed by our internal research and development teams and with technology providers. Costs related to product
development when paid directly by ACCO Brands are included in selling, general and administrative expenses.
Marketing and Demand Generation
We support our brands with a significant investment in targeted marketing and advertising, including on-shelf and in-
store, and through digital and social media and consumer promotions that increase brand awareness, drive conversion, and
highlight the innovation and differentiation of our products. We work with third-party vendors, such as Nielsen, Circana, GfK
SE, NEWZOO and Kantar Group, to capture and analyze consumer buying habits and product trends.
Supply Chain
We have built a customer-focused business model with a flexible supply chain to ensure that we are able to supply our
customers with value-added, high-quality products at an attractive price. We currently manufacture approximately 40 percent of
our products in our own facilities located in the countries where we operate and source the remaining 60 percent from lower
cost countries, primarily in Asia. 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.
Intellectual Property
Our products are marketed under a variety of trademarks. 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®. We own rights to these trademarks in various
countries throughout the world. We protect these trademarks as appropriate through registrations in the U.S. and other
jurisdictions. Depending on the jurisdiction, trademarks are generally valid as long as they are in use or their registrations are
properly maintained, and they have not been found to have become generic. 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
4
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 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. We also rely on a contingent hourly workforce to supplement our full-time workforce to meet
seasonal demand. Approximately 200 manufacturing and distribution employees in the U.S. are covered by collective
bargaining agreements. We also have government-mandated collective bargaining arrangements in certain countries,
particularly in Europe and Brazil. There have been no strikes or material labor disputes at any of our facilities during the past
five years.
Culture
Our core values include operating with integrity in all that we do, respecting the individual, embracing diverse
perspectives and creativity to spark innovation, and acting responsibly in the communities where we live and work. Our culture
helps to unlock each employee's sense of belonging and unique contributions, creating a culture where people bring their best
ideas to the office and feel good about the work environment.
Talent Management and Training
Investing in people and growing talent, in the form of leadership development, supports business growth.
As we adapt to changes in business needs and priorities, addressing skill gaps and building, and sustaining, strong talent is
critical to our success. Our people strategy includes a mix of developmental roles and learning experiences for our current
employees as well as acquiring external talent to address new capabilities to help the organization accelerate growth. We also
deliver Company-required learning to ensure compliance with our Code of Conduct and other important policies.
Employee Health and Safety ("EHS")
We are committed to Mission Zero— pursuing continuous improvement in health and safety within all our locations and
to attain our goal of zero accidents and zero incidents. 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.
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. 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. The ACCO Brands and City of Hope partnership spans two
decades.
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.
5
Paul P. 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. 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. 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. 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 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. 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. 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. 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
6
ITEM 1A. RISK FACTORS
The factors that are discussed below, as well as the matters that are generally set forth in this Annual Report on
Form 10-K and the documents incorporated by reference herein, could materially and adversely affect the Company’s
business, results of operations, and financial condition. Additional risks and uncertainties that are not presently known
to us or that are not deemed material also may materially adversely affect the Company’s business, results of
operations, and financial condition in the future.
Summary Risk Factors
•
Economic and Strategic Risks
ο
Customer concentration;
ο
General economic and business conditions globally and in our markets;
ο
Impact of business decisions by large customers;
ο
Foreign currency exposure;
ο
Highly competitive industry;
ο
Ability to develop and market innovative products at competitive prices;
ο
Operating in emerging markets;
ο
Continued declines in the use of certain of our products;
ο
Seasonality of our business;
ο
Pension plan investment volatility and unfunded liabilities;
ο
Impairment of goodwill and intangible assets;
ο
Ability to protect and maintain intellectual property and to license the right to use the trademarks and other
intellectual property of third parties;
ο
Timing, frequency and success of release of new gaming consoles by major gaming console makers;
ο
Ability to properly identify, value, execute and integrate acquisition opportunities;
•
Operational Risks
ο
Ability to implement restructuring and cost savings initiatives;
ο
Disruptions in the global supply chain;
ο
Inflation in the cost of raw materials, transportation, labor and other supplies and services;
ο
Ability to effectively outsource product development and production, our information technology systems
and other administrative functions;
•
Technology and Cybersecurity Risks
ο
Extensively reliance on information technology systems to manage our business;
ο
Impact of data and system security breaches;
ο
Risks related to implementation of artificial intelligence solutions in our operations;
•
Liquidity, Capital Resources and Capital Allocation Risks
ο
Limitations under our debt instruments;
ο
Ability to pay dividends or engage in stock repurchases;
•
Legal and Regulatory Risks
ο
Product liability risks;
ο
Litigation risks;
ο
Tax compliance and liabilities applicable to global business;
ο
Complex and expensive legal and regulatory requirements;
ο
Changes in trade policy and regulations, including changing tariff policies and trade agreements;
•
General Risk Factors
ο
Ability to attract and retain qualified personnel;
ο
Stock price volatility; and
ο
Broad range of circumstances outside our control.
7
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.
Our top ten customers accounted for a significant portion of our net sales. The loss of, or a significant reduction in sales
to, or gross profit from, one or more of our top customers, or significant adverse changes to the terms on which we sell our
products to one or more of our top customers, has and is likely to continue to have a material adverse effect on our business,
results of operations, and financial condition.
The size, scale, and relative competitive market position of certain large customers gives them significant leverage in
business negotiations. Additionally, the competitive environment in which our large customers operate has made and will
continue to make our business with them challenging and unpredictable.
Our customer concentration increases our customer credit risk. 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. 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.
Our business depends on discretionary spending, and, as a result, our sales and operating results are highly dependent on
consumer and business confidence and the health of the economies in the countries in which we operate. During periods of
economic uncertainty or weakness, we have and continue to experience lower demand from our reseller customers who often
reduce inventories, both to reduce their own working capital investments and because demand for our products decreases as
consumers switch to private label and other branded and/or generic products that compete on price and quality, or forgo
purchases altogether. Overall, adverse economic conditions, including high inflation, varying interest rates, and 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, and we expect will continue to negatively affect, our sales and profitability, results of
operations, cash flow, and financial condition.
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. 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.
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. 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. 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.
8
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. 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. 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.
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. 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. 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. Due to competitive pressures and the timing of these price increases relative to the
changes in the foreign currency exchange rates, it is often difficult to increase prices fast enough to fully offset the cumulative
impact of the foreign-exchange-related inflation on our cost of goods sold in these markets.
We use hedging instruments to mitigate transactional exposure to changes in foreign currencies. The effectiveness of our
hedges depends in part on our ability to accurately forecast future cash flows, which is particularly difficult during periods of
uncertain demand for our products and highly volatile exchange rates. For additional information, see "Part II, Item 7A.
Quantitative and Qualitative Disclosures About Market Risk - Foreign Exchange Risk Management" of this report.
Challenges related to the highly competitive business environment in which we operate have, and are likely to continue
to have, a material adverse effect on our business, results of operations, and financial condition.
We operate in a highly competitive environment characterized by large, sophisticated customers, low barriers to entry for
certain of our products, and competition from a wide range of products and services (including private label products and
electronic and digital products and services that can replace or render certain of our products obsolete). 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.
ACCO Brands competes with numerous branded consumer products manufacturers, as well as numerous private label
suppliers and importers, including many of our customers who import their own private label products directly from foreign
sources. Many of our competitors have strong, sought-after brands. Their ability to manufacture products locally at a lower cost
or source them from other countries with lower production costs can give them a competitive advantage in terms of price under
certain circumstances.
Our business has been, and we expect it will continue to be, affected by actions taken by our customers and competitors to
compete more effectively. 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.
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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.
Our success depends on our ability to invest in innovation and product development and successfully anticipate, develop
and market products that appeal to the changing needs and preferences of consumers and other end-users. Additionally, part of
our strategy is to develop new, exciting, and differentiated products which we believe help us to sustain category leading
positions and drive significant long-term growth. There can be no assurance that we will make the right investment choices or
be successful in developing innovative products. 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.
Emerging markets, such as Brazil and Mexico, generally involve more financial, operational, regulatory and compliance
risks than more mature markets. As we expand and grow in these markets, we increase our exposure to these risks. These risks
include currency transfer restrictions, currency fluctuations, changes in international trade and tax policies and regulations
(including import and export restrictions), and a lack of well-established or reliable legal systems. Additionally, in some cases,
emerging markets also have greater political and economic volatility, greater vulnerability to infrastructure and labor
disruptions, and are more susceptible to corruption, civil unrest, military disruptions, terrorism, public health emergencies,
severe weather conditions, and natural disasters. Weak or corrupt legal systems may affect our ability to protect and enforce our
intellectual property, contractual and other rights. Further, these emerging markets are generally more remote from our
headquarters' location and have different cultures that may make it more difficult to impose corporate standards and procedures
and the extraterritorial laws of the U.S. and other jurisdictions, including the U.S. Foreign Corrupt Practices Act, the U.K.
Bribery Act, and other similar laws.
If we are unable to profitably grow our existing emerging market businesses or expand into other emerging markets,
achieve the return on capital we expect as a result of our investments, or effectively manage the risks inherent in operating in
these markets, our business, results of operations, and financial condition could be adversely affected.
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. 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. The decline in the overall demand for certain of the products we sell
has materially adversely impacted our business and results of operations, and we expect it will continue to do so.
Our school and technology accessories businesses are seasonal, which has impacted, and may in the future impact,
our ability to accurately forecast our operating results, and working capital requirements.
Historically, each of our segments has demand that varies based on certain seasonal drivers related to the product
categories it sells as discussed in "Part I, Item 1. Business - Seasonality" of this report.
As a result of this seasonality, our inventory and working capital needs fluctuate significantly throughout the year. In
addition, our customers often change their order patterns for peak seasons, making forecasting of production schedules and
inventory purchases more challenging. These fluctuations have impacted our ability to accurately forecast our inventory and
working capital needs as well as our operating results. 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
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business, 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.
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. 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. Funding obligations are determined by government regulations and are measured each year based on the value of assets
and liabilities on a specific date. When the financial markets do not provide the long-term returns that are expected, or discount
rates increase the present value of liabilities, the Company has been, and in the future could be, required to make larger
contributions and/or record higher non-cash expenses related to its pension liabilities. The markets can be very volatile, and
therefore the Company’s estimate of future contribution requirements and/or non-cash expenses can change dramatically in
relatively short periods of time. Similarly, changes in interest rates and legislation enacted by governmental authorities can
impact the timing and amounts of contribution requirements and/or non-cash expenses. An adverse change in the funded status
of our pension plans could significantly increase our required future contributions and/or non-cash expenses and adversely
impact our liquidity.
We also participate in a multi-employer pension plan for our union employees at our Ogdensburg, New York facility. The
plan has reported significant underfunded liabilities and declared itself in critical and declining status. As a result, the trustees
of the plan adopted a rehabilitation plan in an effort to forestall insolvency. Our current contributions to this plan (which are not
significant) could increase due to the shrinking contribution base resulting from the insolvency or withdrawal of other
participating employers, the inability or the failure of withdrawing participating employers to pay their withdrawal liability,
lower than expected returns on pension fund assets, and other funding deficiencies. 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. 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. During the second quarter of 2024, we recorded a $165.2 million non-cash impairment charge related to goodwill and an
indefinite-lived trade name within our Americas reporting unit. This follows a $89.5 million non-cash goodwill impairment
charge related to our Americas reporting unit recorded during the fourth quarter of 2023. Future events may occur that could
adversely affect the reported value, or fair value, of our goodwill or indefinite-lived intangible assets that would require future
impairment charges which would negatively impact our financial results. Such events may include, but are not limited to,
strategic decisions made in response to changes in economic and competitive conditions, the impact of the economic
environment on our sales and customer base, the unfavorable resolution of litigation, a material adverse change in our
relationship with significant customers, or a sustained decline in our stock price. We continue to evaluate the impact of
developments from our reporting units to assess whether impairment indicators are present. See also "Note 10. Goodwill and
Identifiable Intangible Assets" to the consolidated financial statements contained in Part II, Item 8. of this report.
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Our inability to secure, protect and maintain rights to intellectual property could have an adverse impact on our
business. 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.
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. 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.
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. 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. 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. 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. 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.
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. 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. Failure to properly identify, value and manage
acquisitions, and successfully integrate them may materially impact our business, results of operations, and financial
condition.
Our strategy is partially based on growth through acquisitions. We may not be successful in identifying suitable
acquisition opportunities, prevailing against competing potential acquirers, negotiating appropriate acquisition terms, obtaining
financing, or completing proposed acquisitions. 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. 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.
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We may face challenges in integrating our acquisitions with our existing operations and expanding the acquired business
geographically. These challenges might include our need to rely on third parties to assist with integration efforts - including
former owners of these acquired businesses to provide transition services as we migrate these businesses and their employees
over to our various information technology platforms, systems, and benefit plans, among others. 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. If we are not able to effectively manage the
integration process, or if any significant business activities are interrupted as a result thereof, our business and financial results
could suffer.
The integration of any acquisition will involve changes to or implementation of critical information technology systems,
modifications to our internal control systems, processes and accounting and financial systems, and the establishment of
disclosure controls and procedures and internal control over financial reporting necessary to meet our obligations as a public
company. 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.
Operational Risks
Failure to successfully implement our restructuring and cost savings initiatives could adversely affect our future
results of operations and cash flow.
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. 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 of the
Company's sourcing capabilities. We may not be able to successfully execute these initiatives in a timely manner or realize the
anticipated cost savings and operational efficiencies. Failure to implement these initiatives and realize the anticipated cost
savings and operational efficiencies as planned could adversely affect our future results of operations and cash flow. Further,
the changes to our operating structure, including the leadership changes, have resulted in a significant amount of organization
change which, could divert management's attention from other priorities, disrupt the Company's day-to-day operations, and
have a negative impact on employee morale and retention. If we are not able to effectively manage the restructuring process our
business and financial results could suffer.
Our business, results of operations and cash flow have been, and may continue to be, adversely impacted by
disruptions in the global supply chain.
We purchase a majority of the products we sell from suppliers in lower cost countries, primarily in Asia, while
manufacturing some products in our own facilities. We also purchase component parts and raw materials for our manufactured
products from third parties many of which are also imported from Asia. Additionally, we rely on international freight carriers
and domestic trucking and rail lanes to import and distribute products to our customers throughout the world. 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. These events as well as further supply chain disruptions could adversely affect our operations,
sales, profitability, and cash flow.
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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.
The price and availability of raw materials, transportation, labor, and other necessary supplies and services used in our
business, as well as the cost of finished goods, can be volatile due to numerous factors beyond our control, including general
economic and competitive conditions, inflation, tariffs and changes in foreign trade policies, supply chain disruptions, supplier
business strategies, and political instability, war, and other geopolitical tensions.
During periods of inflation and rising costs, we manage this volatility through a variety of actions, including targeted
advance or periodic purchases, future delivery purchases, long-term contracts, sales price increases, and the use of certain
derivative instruments. We have implemented, and may implement in the future, additional price increases if necessary to offset
future inflationary and supply-chain related cost increases. Historically, we have not been able to raise prices fast enough to
effectively mitigate the adverse impact of these cost increases on our margins and there can be no assurance that we will be able
to do so in the future. Additionally, we have lost, and may continue to lose, sales due to increasing our selling prices to our
customers. 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.
We outsource certain product development and manufacturing functions, such as product design and production, to third-
party suppliers. This creates a number of risks, including decreased control over the engineering and manufacturing processes
which can result in cost overruns, delayed deliveries or shortages, inferior product quality, and loss or misappropriation of trade
secrets and intellectual property. Additionally, we rely on our suppliers to ensure that our products meet our design and product
content specifications, and all applicable laws, including product safety, product compliance, security, labor, sustainability, and
environmental laws. We also expect our suppliers to conform to our and our customers’ and licensors' codes of conduct and
expectations with respect to product safety, product quality, social responsibility and environmental sustainability, and be
responsive to our audits and requests for information needed to comply with laws and our customers' expectations. Failure to
meet any of these requirements may result in our having to cease doing business with a supplier or cease production at a
particular facility, stop selling or recall non-conforming products, or having imported products detained at the port or subject to
exclusion or seizure. Substitute suppliers might not be available, or if available, might be unwilling or unable to offer products
on acceptable terms or in a timely manner. Moreover, if one or more of our suppliers is unable or unwilling to continue to
provide products of acceptable quality, at acceptable cost or in a timely manner due to financial difficulties, insolvency or
otherwise, including as a result of disruptions associated with circumstances outside their control, or if customer demand for
our products increases, we may be unable to secure sufficient additional capacity from our current suppliers, or others, in a
timely manner or on acceptable terms. Any of these events could result in unforeseen production delays and increased costs and
negatively affect our ability to deliver our products to our customers, all of which could adversely affect our business, sales,
results of operations, and financial condition.
We also outsource important portions of our information technology infrastructure and systems support to third-party
service providers. 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, 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. If the service providers to whom we outsource these
functions do not perform effectively or experience deficiencies or material weaknesses in their internal controls, we may not be
able to achieve the expected cost savings and may incur additional costs to correct errors they make. Depending on the function
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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. Any
material failure, inadequacy, or interruption of that technology or its supporting infrastructure could materially adversely
affect our business, results of operations, and financial condition.
We rely extensively on our information technology systems, many of which are outsourced to third-party service
providers. We depend on these systems and our third-party service providers to effectively manage our business and execute
the production, distribution and sale of our products, as well as to manage and report our financial results and run other support
functions. Although we have implemented service level agreements and require our third-party providers to validate their
internal controls, if applicable, and have established monitoring controls, if our third-party service providers fail to perform
their obligations in a timely manner or at satisfactory levels, our business could suffer. 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.
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.
If our day-to-day business operations or our ability to service our customers is negatively impacted by the failure or
disruption of our information technology systems, if we are unable to accurately and timely report our financial results, or if we
conclude that we do not have effective internal control over financial reporting and effective disclosure controls and
procedures, it could damage our reputation and adversely affect our business, results of operations, and financial condition.
Security breaches could compromise our confidential and proprietary information, as well as any personally
identifiable information for which we are responsible, and expose us to operational and legal risks that could cause our
business and reputation to suffer and materially adversely affect our results of operations and financial condition.
We maintain information and applications necessary to conduct our business in data centers, on our networks and with
third-party cloud services, including confidential and proprietary information, as well as personally identifiable information
regarding our customers and employees. Our information technology infrastructure may be vulnerable to attacks by hackers or
breached due to employee error, malfeasance or other disruptions which creates the risk that our digital information could be
stolen or tampered with or that our business operations could be materially and adversely impacted. This risk is heightened now
that most of our office-based employees work remotely several days a week.
We maintain systems designed to prevent and monitor for such intrusion, tampering, and theft, and we continue to
enhance and update these technologies as security threats evolve and become more sophisticated. 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. Despite these efforts, there can be no assurance that we will successfully identify
an incident of intrusion, tampering or theft in a timely manner or at all, and in advance of it impacting the Company, and any
such impact could be material. Further, our costs to maintain and upgrade our security systems could increase significantly as
cybersecurity threats increase.
Despite our efforts to secure and monitor our information technology systems, the possibility of intrusion, tampering, and
theft cannot be eliminated entirely. We have from time to time experienced cybersecurity breaches, such as "phishing" attacks,
business email compromises, employee or insider error, brute force attacks, unauthorized parties gaining access to our
information technology systems, and similar incidents. To date, these incidents have not had a material impact on our business,
15
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. Additionally, there can be no assurance that the actions we and our outsourced providers take will prevent a breach of, or
attack on the information technology systems that support the day-to-day operation of our business or house our confidential,
proprietary, and personally identifiable information.
Any such intrusion, tampering, or theft (and any resulting disclosure or use of confidential, proprietary or personally
identifiable information) could compromise our network, the network or data center of a third-party hosting key operating
systems or data, or to whom we have disclosed confidential, proprietary or personally identifiable information or a third-party
cloud service provider. Any of these impacts could result in a disruption to our information technology infrastructure,
interruption of our business operations, violation of applicable privacy and other laws or standards, a deficiency in our internal
control over financial reporting, significant legal and financial exposure beyond the scope or limits of any insurance coverage
(including legal claims and proceedings and regulatory enforcement actions and penalties), increased operating costs associated
with remediation activities and a loss of confidence in our security measures, all of which could harm our reputation with our
customers, end-users, employees and other stakeholders and materially adversely affect our business and results of operations.
Contractual provisions with third parties, including cloud service providers, may limit our ability to recover these losses.
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. The Company also
employs technology designed to detect potential incidents of intrusion, tampering and theft before they impact the Company,
and we continue to enhance and update these technologies. 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.
Failure to successfully implement artificial intelligence in our operations and mitigate the attendant risks could
materially adversely affect our business, results of operations, and financial condition.
We use artificial intelligence (“AI”), including generative AI and agentic AI, in various parts of our business. These
technologies are complex and rapidly evolving; building them requires significant investment in infrastructure and personnel
with no assurance that we will realize the desired or anticipated benefits. If we fail to successfully implement AI in our business
operations, it could adversely affect our ability to realize anticipated cost savings and operational efficiencies as planned.
Further, our competitors may more successfully incorporate AI into their businesses and products, which could impair our
ability to compete effectively and adversely affect our results of operations.
Although we have recently established AI governance practices, including an AI policy, governance body, and review
process, there remain risks related to AI accuracy, intellectual property infringement or misappropriation, data privacy,
employment practices and cybersecurity, among others. Our ability to manage those risks and respond to new laws and
regulations governing the use of AI, new or enhanced governmental or regulatory scrutiny, litigation, data breaches, ethical
concerns, negative consumer perceptions of AI, or other complications could also adversely affect our business, brand
perception, or financial results. As with many innovations, the use of AI may lead to challenges, concerns and risks we may not
be able to predict, especially if our use of AI in our products and operations becomes more important over time.
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Liquidity, Capital Resources and Capital Allocation Risks
Our existing borrowing arrangements limit our ability to engage in certain activities. If we are contractually restricted
from pursuing activities or transactions that we believe are in our long-term best interests or are unable to meet our
obligations under our loan agreements, our business, results of operations, and financial condition could be materially
adversely affected.
The terms of our debt agreements limit our ability to engage in certain activities and transactions that may be in our and
our stockholders' long-term interests. Among other things, the covenants and financial ratios and tests contained in our debt
agreements restrict or limit our ability to incur additional indebtedness, grant certain liens on our assets, issue preferred stock or
certain disqualified stock, make restricted payments (including dividends and share repurchases), make investments, sell our
assets or merge with other companies, and enter into certain transactions with affiliates. We are also required to maintain
specified financial ratios under certain circumstances and satisfy financial condition tests. Our ability to comply with these
covenants and financial ratios and tests may be affected by events beyond our control, and we may not be able to continue to
meet those covenants, ratios, and tests.
Our debt service obligations require us to dedicate a portion of our cash flow from operating activities to make interest
and principal payments on our indebtedness, which reduces the availability of our cash flow to fund working capital, capital
expenditures, research and product development efforts, potential acquisitions, and other general corporate purposes. A portion
of our outstanding indebtedness bears interest at a floating rate which fluctuates with changes in interest rates.
Our ability to meet our debt obligations, including our financial covenants, and to refinance our existing indebtedness
upon maturity, will depend upon our future operating performance, which will be affected by general economic, financial,
competitive, regulatory, business, and other factors. Breach of any of the covenants, ratios, and tests contained in the
agreements governing our indebtedness, or our inability to pay interest on, or principal of, our outstanding debt as it becomes
due, could result in an event of default, in which case our lenders could declare all amounts outstanding to be immediately due
and payable. If our lenders accelerate our indebtedness, or we are not able to refinance our debts at maturity, our assets may not
be sufficient to repay in full such indebtedness and any other indebtedness that would become due as a result of such
acceleration. If we then are unable to obtain replacement financing or any such replacement financing is on terms that are less
favorable than the indebtedness being replaced, our liquidity, results of operations, and financial condition would be adversely
affected.
We may not continue to pay dividends at historic rates, or at all, or engage in stock repurchases.
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. Under certain circumstances, the terms of our debt agreements limit our ability to return
capital to stockholders through stock repurchases, dividends, or otherwise. 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 our Consolidated Total Assets, see "Note 4. Long-term Debt and Short-term Borrowings" to the
consolidated financial statements contained in Part II, Item 8. of this report. 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.
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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.
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. Additionally, product
liability claims or regulatory actions, regardless of merit, could result in negative publicity that could harm our reputation in the
marketplace or the value of our brands. We also may be, and in the past have been, required to recall and discontinue the sale of
allegedly defective or unsafe products, which has resulted in lost sales and unplanned expenses. Any future recall or quality
issue could result in lost sales, adverse publicity, and significant expenses, and adversely impact our results of operations or
financial condition.
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. 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. Any litigation regarding patents or other intellectual
property could be costly and time-consuming and might require us to pay monetary damages or enter into costly license
agreements. As an example, for the past nine years we have been involved in patent litigation regarding computer security
locks. While we expect to prevail in the proceeding, we have incurred millions of dollars in litigation costs and might be
obligated to pay millions more in damages should we not prevail. 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. However, there is no assurance that we
will ultimately be successful in our defense of any of these matters or that an adverse outcome in any matter will not affect our
results of operations, financial condition, or cash flow. Further, future claims, lawsuits and legal proceedings could materially
adversely affect our business, reputation, results of operations, and financial condition.
Additional tax liabilities stemming from our global operations and changes in tax legislation, regulation and tax rates
have, and may continue to, adversely affect our financial results.
We face a variety of risks of increased future taxation on our earnings as a corporate taxpayer in the countries in which we
have operations. 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. Changes in tax legislation or tax rates may occur in one or more jurisdictions in which we operate
that may materially impact the cost of operating our business.
In addition, the potential exists for significant legislative policy change in the taxation of multinational corporations, as
has recently been the subject of the “Pillar One” and “Pillar Two” initiatives of the Organization for Economic Co-operation
and Development, the European Union Anti-Tax Avoidance Directives, and legislation inspired or required by those initiatives.
It is also possible that some governments will make significant changes to their tax policies in response to factors such as
budgetary needs, feedback from the business community and the public view on applicable tax planning activities. 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.
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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.
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.
Laws, rules and regulations and self-regulatory requirements that affect our business, including the costs of
compliance, as well as the impact of changes in such laws, could materially adversely affect our business, reputation, and
results of operations.
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:
ο
laws mandating reporting obligations, including deforestation disclosures, and
ο
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. 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, 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. Further, the lack of harmonized regulatory requirements and reporting frameworks
requires us to navigate myriad different requirements further increasing the cost and complexity of compliance and the risks of
non-compliance. Failure by us to promptly and accurately meet these expectations and requirements may expose us to
reputational and brand damage, regulatory penalties, and litigation among other things.
In addition, when we expand our business into new markets and into new product categories, we increase the number of
legal and self-regulatory requirements with which we are required to comply, which increases the complexity and costs of
compliance, as well as the risks of non-compliance. Any significant increase in our costs to comply with applicable legal and
19
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.
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.
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.
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. 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. The existing tariffs have had, and are likely to continue to have an adverse impact on our business and
operating results which may be material. In addition, the current uncertainty surrounding international trade policy and
regulations as well as trade disputes and tensions between the U.S. and its trading partners has had, and is likely to have, an
adverse effect on business and consumer confidence and spending which is affecting, and we expect will continue to affect, the
demand for our products. 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.
There 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. 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.
Our success depends on our ability to attract and retain qualified personnel at all levels and maintain a diverse, global
workforce. Our ability to provide competitive total rewards packages and an attractive culture remain key indicators for success
in attracting and retaining talent. Talent development and succession planning have emerged as key activities to guard against
the risk of key management personnel retirements and new capability requirements to successfully implement our business
strategy.
Our stock price is volatile.
The market price for our common stock has been volatile historically. Our stock price may be significantly affected by
factors, including those described elsewhere in this "Part I, Item 1A. Risk Factors," as well as the following:
•
quarterly fluctuations in our operating results compared with market expectations;
•
investors' perceptions; and
•
changes in financial estimates by us or securities analysts and recommendations by securities analysts.
20
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.
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 disruption at one of our suppliers' manufacturing facilities, one of our offices, manufacturing or distribution locations,
or elsewhere in our global supply chain due to circumstances outside our control, have, and in the future could, materially and
adversely impact our business operations. Such a disruption could occur as a result of any number of events, including but not
limited to, a major equipment failure, labor stoppages, transportation failures affecting the supply and shipment of materials and
finished goods, unavailability of raw materials, severe weather conditions, natural disasters, civil and geopolitical unrest, fire,
explosions, public health emergencies, pandemics, war or terrorism, and disruptions in utility and other services. Any such
future disruptions could materially and adversely impact our business, sales, results of operations, and financial condition.
Political instability, civil unrest, war or terrorism, public health crises, pandemics, or other public health emergencies, and
severe weather or natural disasters may also affect consumer and business confidence and the health of the economies in the
countries in which we operate. 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. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
The Company recognizes the importance of maintaining cybersecurity measures to safeguard our information systems and
protect the confidentiality, integrity, and availability of our data. Our cybersecurity risk management is included within our
overall enterprise risk management program.
We have implemented a risk-based cybersecurity program to identify, assess, prioritize and manage risks from
cybersecurity threats. Our efforts are designed to maintain the confidentiality, integrity and availability of our information and
operational technology systems and data stored on those systems. In general, we seek to address cybersecurity risks through a
risk-based, cross-functional approach that is focused on preserving the confidentiality, security and availability of our
information and information systems, and to mitigate and respond effectively to cybersecurity incidents and threats. As
appropriate, the Company engages external parties, including consultants, legal counsel and audit firms to enhance its
cybersecurity oversight and assist with incident response. Our cybersecurity program includes:
Technical Safeguards
We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including
firewalls, intrusion prevention and endpoint detection and response systems, regular monitoring and access controls, which are
evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
21
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.
Cybersecurity Roadmap and Risk Assessment
We have a cybersecurity roadmap that provides a framework for prioritizing and managing our ongoing cybersecurity
program. We conduct periodic risk assessments based on the National Institute of Standards and Technology ("NIST")
cybersecurity framework to identify and assess our cybersecurity risks, vulnerabilities and information security maturity
assessments to evaluate the maturity stage of the overall cybersecurity program. The results of these assessments are reported to
the Audit Committee of the Board, and we adjust our cybersecurity roadmap, policies, processes, and practices as necessary
based on the information provided by these assessments as well as the monitoring, testing, and auditing noted below.
Incident Response and Recovery Planning
We have an established incident response and recovery plan based on the NIST cybersecurity framework. The plan
specifies the process for identifying, classifying, documenting, and responding to cybersecurity incidents, including escalation
protocols to ensure the involvement of our executive leadership, including our CEO, CFO, CIO, and General Counsel so that
decisions regarding the public disclosure and reporting of any incident can be made by executive management in a timely
manner.
Third-Party Risk Management
We use a risk-based approach to identify and oversee cybersecurity risks presented by third parties, including vendors and
service providers, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity
incident affecting those third-party systems. 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. We also
engage in the periodic assessment and testing of our policies, standards, processes and practices. These efforts include audits,
vulnerability and penetration testing, tabletop exercises, social engineering campaigns, and other internal and external
assessments. We evaluate the effectiveness of our information technology-related internal controls annually.
Education and Awareness
The Company regularly conducts mandatory cybersecurity training for its employees, and all new hires are required to
take cybersecurity training when they receive their Company computer. Failure to complete the training in a timely fashion
results in their system access being suspended until completion. Management also regularly conducts "phishing" exercises to
test the effectiveness of our training programs. The results of these exercises are reported to the Audit Committee. Employees
also receive monthly newsletters highlighting cybersecurity developments as well as targeted email messages, as appropriate.
Insurance
The Company maintains cybersecurity insurance coverage in an amount that management believes to be appropriate for
the Company's risk profile.
22
Governance
Audit Committee Oversight
Our Audit Committee oversees the Company's cybersecurity risks. Ms. Dvorak has a certificate in Cybersecurity
Oversight from the National Association of Corporate Directors and Mr. 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 incident reports. They also present information to the Audit Committee regarding management's cybersecurity risk and
maturity assessments, including changes to our cybersecurity roadmap as a result of these assessments. This briefing is also
posted to the full Board, which also receives quarterly updates through the Audit Committee. In accordance with the
Company's policies and incident response plans, based on the severity of the incident, the Audit Committee is notified and
briefed. The Board and executive management participate in cybersecurity training and conduct tabletop exercises on a periodic
basis.
Management 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. 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.
Cyber Risks, Threats and Incidents
As a global company servicing customers in over 100 countries, we experience a variety of cybersecurity events and
incidents. However, as of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity incident that has
materially affected or is reasonably likely to materially affect our business, strategy, results of operations, or financial
condition; though there can be no assurance that a cybersecurity incident that could have a material impact on us will not occur
in the future. 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.
23
ITEM 2. PROPERTIES
We have manufacturing facilities in the U.S., Europe, Brazil, Mexico and Australia, and maintain distribution centers in
the regional markets we service. We lease our corporate and U.S. headquarters in Lake Zurich, Illinois. The 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.
24
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. Any litigation regarding patents or other intellectual
property could be costly and time-consuming and might require us to pay monetary damages or enter into costly license
agreements. 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 matters will not have a material
adverse effect on our financial condition, results of operations, or cash flow. However, there is no assurance that we will
ultimately be successful in our defense of any of these matters or that an adverse outcome in any matter will not affect our
results of operations, financial condition, or cash flow. Further, future claims, lawsuits, and legal proceedings could materially
and adversely affect our business, reputation, results of operations and financial condition.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
25
PART II
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.
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.
Cumulative 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
26
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.
During the year ended December 31, 2025, we repurchased 3.2 million of our common stock in the open market.
The number of shares to be purchased, if any, and the timing of purchases will be based on the Company's stock price,
leverage ratios, cash balances, general business and market conditions, and other factors, including alternative investment
opportunities and working capital needs. The Company may repurchase its shares, from time to time, through a variety of
methods, including open-market purchases, privately negotiated transactions and block trades or pursuant to repurchase plans
designed to comply with the Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Any stock repurchases will be
subject to market conditions, SEC regulations and other considerations, and may be commenced or suspended at any time or
from time to time, without prior notice. Accordingly, there is no guarantee as to the number of shares that will be repurchased
or the timing of such repurchases. See "Dividends" below for a summary of limitations on our ability to repurchases shares.
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. 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. 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 6. [RESERVED]
27
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction
with the consolidated financial statements of ACCO Brands Corporation and the accompanying notes contained in Part II, Item
8. and the relevant risks outlined in Part I, Item 1A. 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, 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.
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®,
Buro® Esselte®, Five Star®, Foroni®, GBC®, Hilroy®, Kensington®, Leitz®, Mead®, PowerA®, Quartet®, Rapid®, Swingline®,
Tilibra®, and others. 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. Each operating segment designs,
markets, sources, manufactures and sells recognized consumer, technology, and business branded products used in schools,
homes, and at work. Product designs are tailored to end-user preferences in each geographic region, and where possible,
leverage common engineering, design, and sourcing.
Our product categories include gaming and computer accessories; storage and organization; notebooks; shredding;
laminating and binding machines; stapling; punching; planners; dry erase boards; and do-it-yourself tools, among others. 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. 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.
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. 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.
We reported operating income of $92.3 million in 2025 compared to an operating loss of $37.0 million in 2024. The
increase was primarily due to the prior year non-cash goodwill and intangible asset impairment charge.
28
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. 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. Our
seasonal operating cash flow followed our historic pattern of outflow in the first half followed by strong inflows in both
quarters of the second half.
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.
For further information on our risks related to the impact of tariffs and changes in trade policies, see "Part I, Item 1A.
Risk Factors" of this report.
Consolidated 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. "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 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.
Acquisitions" to the Consolidated Financial Statements contained in Part II, Item 8. of this report).
29
Gross Profit
For the year ended December 31, 2025, gross profit decreased $55.4 million, or 10.0 percent, primarily due to volume
declines, reduced fixed-cost absorption, and impacts from tariffs, partly offset by savings resulting from our global cost
reduction actions. 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. 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. 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 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. Favorable foreign exchange increased operating income $1.8
million, or 4.9 percent.
Interest Expense, Net
For the year ended December 31, 2025, interest expense, net decreased $8.7 million or 19.3 percent, primarily due to
lower variable interest rates on lower variable debt balances versus 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. 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. After removing the impacts of the 2024 non-cash impairment charges, the decrease in income tax expense
versus 2024 was primarily due to a reduction of income before income tax, the tax benefit recorded in 2025 from the settlement
of the Brazil Tax Assessments, partially offset by the tax expense for a foreign statutory tax rate change.
See "Note 12. Income Taxes" to the Consolidated Financial Statements contained in Part II, Item 8. of this report for more
information.
30
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. "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. Adverse foreign exchange
reduced net sales $4.6 million, or 0.5 percent. Comparable net sales decreased 10.1 percent. The reported sales decline was
driven by lower volume which was down $98.5 million, or 9.9 percent, primarily due to lower demand for consumer and
business products, as well as disruptions in customer purchasing, including cancelled or delayed orders, due to uncertainty
related to the tariffs.
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. The current year was impacted by lower sales volume, reduced fixed-cost absorption and
impacts from tariffs, partly offset by cost savings, lower incentive compensation and the gain on the sale of our Sidney, New
York facility of $5.7 million. Favorable foreign exchange increased operating income $0.3 million or 0.7 percent.
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. "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. 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, 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. Favorable foreign exchange increased operating income by $1.5 million, or 2.8 percent.
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"). As of December 31, 2025, there was $164.6 million in borrowings outstanding under the
31
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). We had $64.4 million in cash on hand as of December 31, 2025, and our total available liquidity
(cash and availability under our credit facilities) was $356.7 million.
We have no debt maturities before March 2029. Debt currently outstanding under our senior secured credit facility is due
on October 30, 2029, with the requirement that we refinance our senior unsecured notes by September 2028.
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.
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.
Effective July 29, 2025, we entered into an amendment to the Credit Agreement, which, among other things, increased
our maximum Consolidated Leverage Ratio financial covenant to 4.50x for the third and fourth quarters of 2025, to 4.75x for
the first and second quarters of 2026 and to 4.25x for the third and fourth quarters of 2026. Thereafter, the maximum
Consolidated Leverage Ratio will return to 4.50x for all first and second fiscal quarters and 4.00x for all third and fourth
quarters. In addition, it modified certain covenant baskets related to liens, indebtedness and restricted payments through
December 31, 2026. The amendment also required that $35.0 million in outstanding principal amount under the term loan
facility be repaid on or before September 30, 2025, for which the payment was made as required. Further, the amendment
restricts the aggregate amount of dividend payments or share repurchases we can make in 2026 to the greater of $40.0 million
or 1 percent of our Consolidated Total Assets.
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.
The current pricing for borrowings under the Credit Agreement is as follows:
Consolidated Leverage Ratio
Applicable
Rate on
Euro/AUD/CD
N 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, 2025, the commitment fee rate was 0.375 percent. Pursuant to the July 29, 2025 amendment to the Credit
Agreement, pricing is fixed at Tier 1 (>4.25x) until December 31, 2026.
32
Financial Covenants
The Company is required to comply with the maximum Consolidated Leverage Ratio covenant described above and a
minimum Interest Coverage Ratio covenant. 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.
Other Covenants and Restrictions
The Credit Agreement contains customary affirmative and negative covenants as well as events of default, including
payment defaults, breach of representations and warranties, covenant defaults, cross-defaults, certain bankruptcy or insolvency
events, certain ERISA-related events, changes in control or ownership, and invalidity of any loan document. 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.
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.
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. Long-term Debt and Short-term Borrowings" to the consolidated financial
statements contained in Part II, Item 8. of this report.
Restructuring
The Company may implement restructuring, realignment, or cost-reduction plans and activities, including those related to
integrating acquired businesses.
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. Since inception, the
Company has realized over $60.0 million in pre-tariff savings.
During the year ended December 31, 2025, the Company recorded $21.6 million in restructuring expenses: $7.7 million
of restructuring expense for our Americas segment; $14.1 million for our International segment; and $0.2 million credit from
the release of reserves within Corporate. Restructuring charges in 2025 were primarily for severance costs related to cost
reduction initiatives.
For further information, see "Note 11. Restructuring" to the consolidated financial statements contained in Part II, Item 8.
of this report.
33
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. 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). 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.
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). Cash
provided by trade working capital was $75.3 million, which includes accounts receivable, inventory and accounts payable. This
was partially offset by a net cash outflow of $70.9 million for all other assets and liabilities.
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.
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 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.
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.
34
Capitalization
The Company had 90.1 million and 92.9 million shares of common stock outstanding as of December 31, 2025, and 2024,
respectively.
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. Our future
operating performance is dependent on many factors, some of which are beyond our control, including prevailing economic,
financial, and industry conditions. For further information on these risks, see "Part I, Item1A. Risk Factors" of this report.
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.
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.
(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.
(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.
(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").
Preparation of our financial statements requires us to make judgments, estimates, and assumptions that affect the reported
amounts of assets, liabilities, revenues, and expenses presented for each reporting period in the financial statements and the
related accompanying notes. Actual results could differ significantly from those estimates. 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.
35
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. 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. To identify the performance obligations, the Company considers all products and services promised
regardless of whether they are explicitly stated or implied within the contract or by standard business practices.
For our products, we transfer control and recognize a sale primarily when we either ship the product from our
manufacturing facility or distribution center, or upon delivery to a customer-specified location depending upon the terms in the
customer agreement. 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. We incur
Customer Program Costs to obtain favorable product placement, to promote sell-through of products and to maintain
competitive pricing. The amount of consideration we receive and revenue we recognize is impacted by Customer Program
Costs, including sales rebates; in-store promotional allowances; shared media and customer catalog allowances; other
cooperative advertising arrangements; freight allowance programs offered to our customers; allowances for discounts and
reserves for returns. We recognize Customer Program Costs, primarily as a deduction to gross sales, at the time that the
associated revenue is recognized. Customer Program Costs are based on management's best estimates using the most likely
amount method and are an amount that is probable of not being reversed. In the absence of a signed contract, estimates are
based on historical or projected experience for each program type or customer. We adjust our estimate of revenue when the
most likely amount of consideration we expect to receive changes.
Inventories
Inventories are priced at the lower of cost (principally first-in, first-out) or net realizable value. When necessary, the
write-down of inventory to its net realizable value is recorded for obsolete or slow-moving inventory based on assumptions
about future demand and marketability of products, the impact of new product introductions, and specific identification of
items, such as product discontinuance or engineering/material changes. These estimates could vary significantly, either
favorably or unfavorably, from actual requirements if future economic conditions, customer inventory levels, or competitive
conditions differ from our expectations.
Identifiable Intangible Assets
Identifiable intangible assets are comprised primarily of indefinite-lived and amortizable intangible assets acquired and
arising from the application of purchase accounting. Indefinite-lived intangible assets are not amortized but are evaluated at
least annually to determine whether the indefinite useful life is appropriate. Our ACCO® trade name has been assigned an
indefinite life as we currently anticipate that this trade name will contribute cash flows to ACCO Brands indefinitely.
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. The test may be on
a qualitative or quantitative basis as allowed by GAAP. 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
36
intangible asset associated with the business. Based on recent business results, consideration of significant external and internal
factors, and the resulting business projections, indefinite-lived intangible assets are reviewed to determine whether they are
likely to remain indefinite-lived, or whether a finite life is more appropriate. In addition, based on events in the period and
future expectations, management considers whether the potential for impairment exists.
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. 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.
Goodwill
Goodwill has been recorded on our balance sheet and represents the excess of the cost of an acquisition when compared
with the fair value of the net assets acquired. The authoritative guidance on goodwill and other intangible assets requires that
goodwill be tested for impairment at a reporting unit level. We have determined that our reporting units are ACCO Brands
Americas and ACCO Brands International.
We test goodwill for impairment at least annually, during the second quarter, or any interim period when market or
business events indicate there may be a potential adverse impact on goodwill. As permitted by GAAP, we may perform a
qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying
amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test as required by
GAAP.
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. These triggering events
include a sustained shift in product mix toward lower-priced and lower-margin products in Brazil that began earlier in the year,
reduced year-end customer purchasing activity in Europe, and fourth quarter gaming accessories performing below
expectations globally, driven in part by higher consoles prices reducing consumer demand for related accessories. 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.
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 financial projections used in the valuation models
reflected management's assumptions regarding revenue growth rates, economic and market trends, cost structure, discount rate,
and other expectations about the anticipated short-term and long-term operating results for each of our reporting units.
We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates
of the implied fair value of each reporting unit. 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. If our assumptions regarding future
performance are not achieved, or if future events occur that adversely affect our enterprise value, we may be required to record
additional goodwill impairment charges in future periods.
Employee Benefit Plans
We provide a range of benefits to our employees and retired employees, including pension, post-retirement, post-
employment, and health care benefits. We record annual amounts relating to these plans based on calculations specified by
GAAP, which include various actuarial assumptions, including discount rates, assumed rates of return, mortality rate tables,
compensation increases, turnover rates, and health care cost trends. Actuarial assumptions are reviewed on an annual basis and
37
modifications to these assumptions are made based on current rates and trends when it is deemed appropriate. 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. 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.
The discount rate assumptions used to determine the pension and post-retirement obligations of the benefit plans are
based on a spot-rate yield curve that matches projected future benefit payments with the appropriate interest rate applicable to
the timing of the projected future benefit payments. For the majority of the obligations, the assumed discount rates reflect
market rates for high-quality corporate bonds currently available and were determined by constructing a yield curve based on a
large population of high-quality corporate bonds. Where the corporate bond market is not sufficiently deep, government bond
yields are used instead. The resulting discount rates reflect the matching of plan liability cash flows to the yield curves.
For the ACCO Europe Pension Plan, the Company’s discount rate assumption methodology was based on the yield curve
that uses a dataset of bonds rated AA by at least one of the main rating agencies.
The expected long-term rate of return on plan assets reflects management’s expectations of long-term average rates of
return on funds invested based on our investment profile to provide for benefits included in the projected benefit obligations.
The expected return is based on the outlook for inflation, fixed income returns and equity returns, while also considering
historical returns over the last 10 years, asset allocation and investment strategy.
We estimate the service and interest components of net periodic benefit cost (income) for pension and post-retirement
benefits utilizing a full yield curve approach by applying the specific spot rates along the yield curve used in the determination
of the benefit obligation to the relevant projected cash flows.
At the end of each calendar year an actuarial evaluation is performed to determine the funded status of our pension and
post-retirement obligations and any actuarial gain or loss is recognized in AOCI and then amortized into the income statement
in future periods, based on the average remaining lifetime or average remaining service expected.
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 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.
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
38
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.
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.
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.
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. A
valuation allowance is recorded to reduce deferred tax assets to an amount that is more likely than not to be realized. Facts and
circumstances may change and cause us to revise our conclusions regarding our ability to realize certain net operating losses
and other deferred tax attributes.
The amount of income taxes that we pay is subject to ongoing audits by federal, state and foreign tax authorities. Our
estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts,
and circumstances existing at that time. We believe that we have adequately provided for reasonably foreseeable outcomes
related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax
liabilities in the period any assessments are received, revised, or resolved.
Recently Adopted Accounting Standards
For information on recently adopted accounting pronouncements, see "Note 2. Significant Accounting Policies, Recent
Accounting Pronouncements and Adopted Accounting Standards" to the consolidated financial statements contained in Part II,
Item 8. of this report.
SUPPLEMENTAL NON-GAAP FINANCIAL MEASURES
To supplement our consolidated financial statements presented in accordance with GAAP, we provide investors with
certain non-GAAP financial measures, including comparable sales. Comparable sales represent net sales excluding the impact
of material acquisitions, if any, and with current-period foreign operation sales translated at prior-year currency rates. We
sometimes refer to comparable sales as comparable net sales.
We use comparable sales both to explain our results to stockholders and the investment community and in the internal
evaluation and management of our business. We believe comparable sales provide management and investors with a more
complete understanding of our underlying operational results and trends, facilitate meaningful period-to-period comparisons,
and enhance an overall understanding of our past and future financial performance. Comparable sales should not be considered
39
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.
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)%
40
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in foreign currency exchange rates and interest rate changes.
We enter into financial instruments to manage and reduce the impact of these risks, not for trading or speculative purposes. The
counterparties to these financial instruments are major financial institutions.
See also "Part I, Item 1A. Risk Factors" of this report.
Foreign Exchange Risk Management
We enter into forward foreign currency contracts to reduce the effect of fluctuating foreign currencies, primarily on
foreign inventory purchases and intercompany loans, which create foreign exchange exposure relative to the trading currency of
the foreign operating unit. Our primary exposure to currency movements is in the Euro, the Swedish krona, the British pound,
the Brazilian real, the Australian dollar, the Canadian dollar, and the Mexican peso. Principal currencies hedged against the
U.S. dollar include the Euro, Australian dollar, Canadian dollar, Swedish krona, and British pound. 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 $(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. Consistent with the use of these contracts to neutralize the effect of exchange rate fluctuations, such
unrealized losses or gains would be offset by corresponding gains or losses, respectively, in the remeasurement of the
underlying transactions being hedged. When taken together, we believe these forward contracts and the offsetting underlying
commitments do not create material market risk.
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 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/C
DN 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, 2025, the commitment fee rate was 0.375 percent. Pursuant to the July 29, 2025 amendment to the senior
credit facility, pricing is fixed at Tier 1 (>4.25x) until December 31, 2026.
41
The Senior Unsecured Notes have a fixed interest rate and, accordingly, are not exposed to market risk resulting from
changes in interest rates. 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. 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.
42
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)
43
Consolidated Balance Sheets
46
Consolidated Statements of Income (Loss)
47
Consolidated Statements of Comprehensive Income (Loss)
48
Consolidated Statements of Cash Flows
49
Consolidated Statements of Stockholders’ Equity
50
Notes to Consolidated Financial Statements
51
43
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
ACCO Brands Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of ACCO Brands Corporation and subsidiaries (the Company)
as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss),
stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related
notes and financial statement Schedule II - Valuation and Qualifying Accounts and Reserves (collectively, the consolidated
financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
44
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Sufficiency of audit over net sales
As discussed in Note 17 to the consolidated financial statements, the Company recognizes revenue when control of the
promised goods or services is transferred to their customers in an amount reflective of the consideration they expect to
receive in exchange for those goods or services. The Company recorded $1,524.7 million of net sales for the year ended
December 31, 2025.
We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the
sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the
Company’s net sales generating activities across locations. This included determining the Company locations at which
procedures were performed.
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment
to determine the nature and extent of procedures to be performed over net sales, including the determination of the
Company locations at which those procedures were to be performed. For each Company location where procedures were
performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s
net sales processes, including controls over the accurate recording of net sales amounts. For certain locations, we
performed software-assisted data analyses to test relationships among certain sales transactions. For a selection of
transactions, we compared the amounts recognized for consistency with underlying documentation, including purchase
order, invoice, shipping documentation, and cash remittance. We evaluated the sufficiency of audit evidence obtained by
assessing the results of procedures performed, including the nature and extent of such evidence.
Impairment Assessment of Americas Reporting Unit Goodwill and Five Star Trade Name Intangible Asset
As discussed in Note 10 to the consolidated financial statements, the goodwill balance as of December 31, 2025 for the
Americas and International reporting units was $254.7 million and $223.8 million, respectively. The Company tests
goodwill for impairment at least annually and whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. To estimate the fair value of its reporting units, the Company used a combination of the
discounted cash flows and market approach
45
We identified the evaluation of the recoverability of the carrying value of goodwill for the Americas and International
reporting units as a critical audit matter. Subjective auditor judgment was required to evaluate certain assumptions used in
the determination of the fair value of the Americas and International reporting units, including forecasted revenues,
market multiples, and the discount rates because they were based on determinations of future market and economic
conditions. Changes to these assumptions could have had a significant effect on the Company’s assessment of the fair
value of the Americas and International reporting units. Additionally, involvement of professionals with specialized skill
and knowledge was required to assess the market multiples and the discount rates and evaluate evidence obtained.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls over the Company’s goodwill impairment assessment
process, including controls over the development of the assumptions described above. We evaluated the Company’s
forecasted revenues for the Americas reporting unit by comparing to the growth rates used in the Company’s prior
quantitative impairment assessments, historical operating results, current year actual operating results, forecasted
information in external industry reports and leadership communications. We evaluated the Company’s forecasted
revenues for the International reporting unit through historical operating results, current year actual operating results and
leadership communications. We involved valuation professionals with specialized skills and knowledge, who assisted in:
•
evaluating the Company's market multiples by developing a range of market multiples based on external data for
guideline public companies
•
evaluating the Company's discount rates by comparing the Company's inputs to the discount rates to publicly
available data for comparable entities and assessing the resulting discount rates
•
testing the estimate of the Americas and International reporting units' fair values using the respective reporting
unit's cash flow assumptions and discount rate, and comparing the result of the Company's fair value estimate for
each reporting unit.
/s/ KPMG LLP
We have served as the Company’s auditor since 2009.
Chicago, Illinois
March 9, 2026
46
ACCO Brands Corporation and Subsidiaries
Consolidated Balance Sheets
December 31,
2025
December 31,
2024
(in millions)
Assets
Current assets:
Cash and cash equivalents
$
64.4
$
74.1
Accounts receivable less allowances of $18.6 and $16.2, respectively
359.7
348.9
Inventories
289.1
270.4
Other current assets
37.1
38.1
Total current assets
750.3
731.5
Total property, plant and equipment
528.4
505.5
Less: accumulated depreciation
(389.6)
(368.0)
Property, plant and equipment, net
138.8
137.5
Right of use asset, leases
78.0
81.0
Deferred income taxes
92.8
89.3
Goodwill
478.5
446.4
Identifiable intangibles, net of accumulated amortization of $525.6 and $460.0,
respectively
696.9
709.6
Other non-current assets
17.7
33.1
Total assets
$
2,253.0
$
2,228.4
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable
$
—
$
10.5
Current portion of long-term debt
30.8
40.8
Accounts payable
186.7
167.3
Accrued compensation
30.1
43.2
Accrued customer program liabilities
77.1
78.5
Lease liabilities
20.5
21.5
Other current liabilities
120.1
128.5
Total current liabilities
465.3
490.3
Long-term debt, net of debt issuance costs of $4.1 and $5.1, respectively
806.0
783.3
Long-term lease liabilities
63.5
66.9
Deferred income taxes
108.8
111.9
Pension and post-retirement benefit obligations
117.5
117.2
Other non-current liabilities
27.3
52.7
Total liabilities
1,588.4
1,622.3
Stockholders' equity:
Common stock, $0.01 par value, 200,000,000 shares authorized; 95,581,746 and
98,131,339 shares issued and 90,136,133 and 92,881,008 outstanding, respectively
1.0
1.0
Treasury stock, 5,445,613 and 5,250,331 shares, respectively
(47.9)
(47.0)
Paid-in capital
1,909.4
1,911.8
Accumulated other comprehensive loss
(522.6)
(572.1)
Accumulated deficit
(675.3)
(687.6)
Total stockholders' equity
664.6
606.1
Total liabilities and stockholders' equity
$
2,253.0
$
2,228.4
See notes to consolidated financial statements.
47
ACCO Brands Corporation and Subsidiaries
Consolidated Statements of Income (Loss)
Year Ended December 31,
(in millions, except per share data)
2025
2024
2023
Net sales
$
1,524.7
$
1,666.2
$
1,832.8
Cost of products sold
1,024.7
1,110.8
1,234.5
Gross profit
500.0
555.4
598.3
Operating costs and expenses:
Selling, general and administrative expenses
346.7
365.7
393.5
Amortization of intangibles
46.2
44.7
43.4
Restructuring
21.6
16.8
27.2
Gain on disposal of assets
(6.8)
—
—
Impairment of goodwill and intangible assets
—
165.2
89.5
Total operating costs and expenses
407.7
592.4
553.6
Operating income (loss)
92.3
(37.0)
44.7
Non-operating expense (income):
Interest expense
45.8
52.6
58.6
Interest income
(9.4)
(7.5)
(7.1)
Non-operating pension expense
2.5
6.1
1.8
Other expense (income), net
4.3
(0.9)
4.5
Income (loss) before income tax
49.1
(87.3)
(13.1)
Income tax expense
7.8
14.3
8.7
Net income (loss)
$
41.3
$
(101.6)
$
(21.8)
Per share:
Basic income (loss) per share
$
0.45
$
(1.06)
$
(0.23)
Diluted income (loss) per share
$
0.44
$
(1.06)
$
(0.23)
Weighted average number of shares outstanding:
Basic
92.1
95.6
95.3
Diluted
94.0
95.6
95.3
See notes to consolidated financial statements.
48
ACCO Brands Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
Year Ended December 31,
(in millions)
2025
2024
2023
Net income (loss)
$
41.3
$
(101.6)
$
(21.8)
Other comprehensive income (loss) net of tax:
Unrealized (loss) gain on derivative instruments, net of tax benefit (expense)
of $1.1, $(1.1) and $0.6, respectively
(2.8)
2.8
(1.8)
Foreign currency translation adjustments, net of tax benefit (expense) of $1.6,
$(1.1) and $0.8, respectively
56.5
(66.1)
30.3
Recognition of deferred pension and other post-retirement items, net of tax
benefit (expense) of $0.7, $(6.0) and $4.7, respectively
(4.2)
17.5
(14.5)
Other comprehensive income (loss) net of tax:
49.5
(45.8)
14.0
Comprehensive income (loss)
$
90.8
$
(147.4)
$
(7.8)
See notes to consolidated financial statements.
49
ACCO Brands Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Year Ended December 31,
(in millions)
2025
2024
2023
Operating activities
Net income (loss)
$
41.3
$
(101.6)
$
(21.8)
Gain on disposal of assets
(6.8)
(1.8)
(0.3)
Deferred income tax benefit
(3.5)
(6.9)
(20.1)
Depreciation
26.6
28.4
32.7
Amortization of debt issuance costs
2.3
2.8
3.0
Amortization of intangibles
46.2
44.7
43.4
Stock-based compensation
11.5
11.9
14.8
Loss on debt extinguishment
—
1.0
—
Non-cash charge for impairment of goodwill and intangible assets
—
165.2
89.5
Changes in operating assets and liabilities:
Accounts receivable
5.2
43.3
(38.6)
Inventories
1.1
38.3
85.5
Other assets
1.6
(9.0)
5.9
Accounts payable
10.0
(6.3)
(68.0)
Accrued expenses and other liabilities
(42.4)
(41.5)
18.2
Accrued income taxes
(24.4)
(20.3)
(15.5)
Net cash provided by operating activities
68.7
148.2
128.7
Investing activities
Additions to property, plant and equipment
(17.9)
(15.9)
(13.8)
Proceeds from the disposition of assets
18.7
3.6
2.6
Cost of acquisitions, net of cash acquired
(10.1)
—
—
Net cash used by investing activities
(9.3)
(12.3)
(11.2)
Financing activities
Proceeds from long-term borrowings
165.1
207.0
121.9
Repayments of long-term debt
(185.1)
(292.5)
(199.2)
(Repayments) Borrowings of notes payable, net
(12.3)
10.8
(10.2)
Payments for debt issuance costs
(1.4)
(2.5)
—
Dividends paid
(27.0)
(28.4)
(28.5)
Repurchases of common stock
(15.1)
(15.0)
—
Payments related to tax withholding for stock-based compensation
(0.9)
(2.0)
(1.7)
Net cash used by financing activities
(76.7)
(122.6)
(117.7)
Effect of foreign exchange rate changes on cash and cash equivalents
7.6
(5.6)
4.4
Net (decrease) increase in cash and cash equivalents
(9.7)
7.7
4.2
Cash and cash equivalents
Beginning of the period
$
74.1
$
66.4
$
62.2
End of the period
$
64.4
$
74.1
$
66.4
Cash paid during the year for:
Interest
$
43.3
$
49.4
$
55.6
Income taxes
$
35.7
$
41.6
$
44.3
See notes to consolidated financial statements.
50
ACCO Brands Corporation and Subsidiaries
Consolidated Statements of Stockholders’ Equity
Accumul
ated
Other
Common Stock
Paid-in
Treasury Stock
Compreh
ensive
Accumula
ted
(in millions)
Shares
Value
Capital
Shares
Value
Income
(Loss)
Deficit
Total
Balance at December 31, 2022
98.9
$
1.0
$ 1,897.2
4.6
$
(43.4) $
(540.3) $
(504.4) $
810.1
Net loss
—
—
—
—
—
—
(21.8)
(21.8)
Loss on derivative financial
instruments, net of tax
—
—
—
—
—
(1.8)
—
(1.8)
Translation impact, net of tax
—
—
—
—
—
30.3
—
30.3
Pension and post-retirement
adjustment, net of tax
—
—
—
—
—
(14.5)
—
(14.5)
Stock-based compensation
—
—
16.3
—
—
—
(1.5)
14.8
Common stock issued, net of
shares withheld for employee taxes
0.9
—
—
0.3
(1.7)
—
—
(1.7)
Dividends declared $0.30 per share
—
—
—
—
—
—
(28.5)
(28.5)
Other
—
—
(0.1)
—
—
—
0.2
0.1
Balance at December 31, 2023
99.8
$
1.0
$ 1,913.4
4.9
$
(45.1) $
(526.3) $
(556.0) $
787.0
Net loss
—
—
—
—
—
—
(101.6)
(101.6)
Gain on derivative financial
instruments, net of tax
—
—
—
—
—
2.8
—
2.8
Translation impact, net of tax
—
—
—
—
—
(66.1)
—
(66.1)
Pension and post-retirement
adjustment, net of tax
—
—
—
—
—
17.5
—
17.5
Common stock repurchases
(2.9)
—
(15.0)
—
—
—
—
(15.0)
Stock-based compensation
—
—
13.3
—
—
—
(1.4)
11.9
Common stock issued, net of
shares withheld for employee taxes
1.2
—
—
0.4
(2.0)
—
—
(2.0)
Dividends declared $0.30 per share
—
—
—
—
—
—
(28.4)
(28.4)
Other
—
—
0.1
—
0.1
—
(0.2)
—
Balance at December 31, 2024
98.1
$
1.0
$ 1,911.8
5.3
$
(47.0) $
(572.1) $
(687.6) $
606.1
Net income
—
—
—
—
—
—
41.3
41.3
Loss on derivative financial
instruments, net of tax
—
—
—
—
—
(2.8)
—
(2.8)
Translation impact, net of tax
—
—
—
—
—
56.5
—
56.5
Pension and post-retirement
adjustment, net of tax
—
—
—
—
—
(4.2)
—
(4.2)
Common stock repurchases
(3.2)
—
(15.3)
—
—
—
—
(15.3)
Stock based compensation and
dividend equivalents
—
—
12.9
—
—
—
(1.4)
11.5
Common stock issued, net of
shares withheld for employee taxes
0.7
—
—
0.1
(0.9)
—
—
(0.9)
Dividend equivalents on unvested
awards
—
—
—
—
—
—
(0.5)
(0.5)
Dividends declared $0.30 per share
—
—
—
—
—
—
(27.0)
(27.0)
Other
—
—
—
—
—
—
(0.1)
(0.1)
Balance at December 31, 2025
95.6
$
1.0
$ 1,909.4
5.4
$
(47.9) $
(522.6) $
(675.3) $
664.6
See notes to consolidated financial statements.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements
51
1. Basis of Presentation
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.
The management of ACCO Brands Corporation is responsible for the accuracy and internal consistency of the preparation
of the consolidated financial statements and notes contained in this Annual Report on Form 10-K. The Company may, from
time to time, reclassify certain amounts relating to its prior period disclosures to conform to its current period presentation
within the notes to the consolidated financial statements.
The consolidated financial statements include the accounts of ACCO Brands Corporation and its domestic and
international subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
2. Significant Accounting Policies, Recent Accounting Pronouncements and Adopted Accounting Standards
Nature of Business
ACCO Brands has two operating segments based in different geographic regions: Americas and International. Each
operating segment designs, markets, sources, manufactures, and sells recognized consumer, technology, and business branded
products used in schools, homes and at work. Product designs are tailored to end-user preferences in each geographic region,
and where possible, leverage common engineering, design, and sourcing.
Our product categories include gaming and computer accessories; storage and organization; notebooks; shredding;
laminating and binding machines; stapling; punching; planners; dry erase boards; and do-it-yourself tools, among others. Our
portfolio includes both globally and regionally recognized brands.
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. 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.
Use of Estimates
Our financial statements are prepared in conformity with generally accepted accounting principles in the U.S. ("GAAP").
Preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues, and expenses presented for each reporting period in the financial statements and the
related accompanying notes. Actual results could differ significantly from those estimates. We regularly review our
assumptions and estimates, which are based on historical experience and, where appropriate, current business trends.
Cash and Cash Equivalents
Highly liquid investments with an original maturity of three months or less are included in cash and cash equivalents.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
52
Accounts Receivable and Allowances for Sales/Pricing/Cash Discounts and Doubtful Accounts
Trade receivables are recorded at the stated amount, less allowances for sales/pricing/cash discounts and doubtful
accounts. The allowance for sales/pricing/cash discounts represents estimated uncollectible receivables associated with the
products previously sold to customers and is recorded at the same time that the sales are recognized. The allowance is based on
historical trends.
The allowance for doubtful accounts represents estimated uncollectible receivables associated with potential customer
defaults on contractual obligations, usually due to a customer's potential insolvency. The allowance includes amounts for
certain customers where a risk of default has been specifically identified. In addition, the allowance includes a provision for
customer defaults on a general formulaic basis when it is determined the risk of some default is probable and estimable but
cannot yet be associated with a specific customer. The assessment of the likelihood of customer defaults is based on various
factors, including the length of time the receivables are past due, historical experience and existing economic conditions.
The allowances are recorded as reductions to "Net sales" and "Accounts receivable, net."
Inventories
Inventories are priced at the lower of cost (principally first-in, first-out) or net realizable value. When necessary, the
write-down of inventory to its net realizable value is recorded for obsolete or slow-moving inventory based on assumptions
about future demand and marketability of products, the impact of new product introductions, and specific identification of
items, such as product discontinuance or engineering/material changes. These estimates could vary significantly, either
favorably or unfavorably, from actual requirements if future economic conditions, customer inventory levels or competitive
conditions differ from our expectations.
Property, Plant and Equipment
Property, plant and equipment are carried at cost less accumulated depreciation, and depreciated principally on a straight-
line basis, over the estimated useful lives of the assets. Gains or losses resulting from dispositions are included in operating
income. Betterments and renewals, which improve and extend the life of an asset are capitalized; maintenance and repair costs
are expensed. Purchased computer software is capitalized and amortized over the software’s useful life.
The following table shows estimated useful lives of property, plant and equipment:
Property, plant and equipment
Useful Life
Buildings
40 to 50 years
Leasehold improvements
Lesser of lease term or the life of the asset
Machinery, equipment and furniture
3 to 10 years
Computer software
5 to 10 years
We capitalize interest for major capital projects. Capitalized interest is added to the cost of the underlying assets and is
depreciated over the useful lives of those assets. We did not capitalize any interest for the years ended December 31, 2025,
2024 and 2023.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
53
Long-Lived Assets
We test long-lived assets for impairment whenever events or changes in circumstances indicate that the assets’ carrying
amount may not be recoverable from its undiscounted future cash flow. When such events occur, we compare the sum of the
undiscounted cash flow expected to result from the use and eventual disposition of the asset or asset group to the carrying
amount of a long-lived asset or asset group. The cash flows are based on our best estimate at the time of future cash flow,
derived from the most recent business projections. If this comparison indicates that there is an impairment, the amount of the
impairment is typically calculated using discounted expected future cash flow. The discount rate applied to these cash flows is
based on our weighted average cost of capital, computed by selecting market rates at the valuation dates for debt and equity that
are reflective of the risks associated with an investment in our industry as estimated by using comparable publicly traded
companies.
Identifiable Intangible Assets
Identifiable intangible assets are comprised primarily of indefinite-lived and amortizable intangible assets acquired and
arising from the application of purchase accounting. Indefinite-lived intangible assets are not amortized but are evaluated at
least annually to determine whether the indefinite useful life is appropriate. Our ACCO® trade name has been assigned an
indefinite life as we currently anticipate that this trade name will contribute cash flows to ACCO Brands indefinitely.
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. The test may be on
a qualitative or quantitative basis as allowed by GAAP. 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. Based on recent business results, consideration of significant external and internal
factors, and the resulting business projections, indefinite-lived intangible assets are reviewed to determine whether they are
likely to remain indefinite-lived, or whether a finite life is more appropriate. In addition, based on events in the period and
future expectations, management considers whether the potential for impairment exists.
Goodwill
Goodwill has been recorded on our balance sheet and represents the excess of the cost of an acquisition when compared
with the fair value of the net assets acquired. The authoritative guidance on goodwill and other intangible assets requires that
goodwill be tested for impairment at a reporting unit level. We have determined that our reporting units are ACCO Brands
Americas and ACCO Brands International.
We test goodwill for impairment at least annually, during the second quarter, or any interim period when market or
business events indicate there may be a potential adverse impact on goodwill. As permitted by GAAP, we may perform a
qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying
amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test as required by
GAAP.
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 financial projections used in the valuation models
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
54
reflected management's assumptions regarding revenue growth rates, economic and market trends, cost structure, discount rate,
and other expectations about the anticipated short-term and long-term operating results for each of our reporting units.
We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates
of the implied fair value of each reporting unit. 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. If our assumptions regarding future
performance are not achieved, or if future events occur that adversely affect our enterprise value, we may be required to record
additional goodwill impairment charges in future periods.
Employee Benefit Plans
We provide a range of benefits to our employees and retired employees, including pension, post-retirement, post-
employment, and health care benefits. We record annual amounts relating to these plans based on calculations specified by
GAAP, which include various actuarial assumptions, including discount rates, assumed rates of return, mortality rate tables,
compensation increases, turnover rates, and health care cost trends. Actuarial assumptions are reviewed on an annual basis and
modifications to these assumptions are made based on current rates and trends when it is deemed appropriate. 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.
Income Taxes
Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting basis and
are subsequently adjusted to reflect changes in tax rates expected to be in effect when the temporary differences reverse. A
valuation allowance is recorded to reduce deferred tax assets to an amount that is more likely than not to be realized. Facts and
circumstances may change and cause us to revise our conclusions regarding our ability to realize certain net operating losses
and other deferred tax attributes.
The amount of income taxes that we pay is subject to ongoing audits by federal, state and foreign tax authorities. Our
estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts
and circumstances existing at that time. We believe that we have adequately provided for reasonably foreseeable outcomes
related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax
liabilities in the period any assessments are received, revised or resolved.
As of December 31, 2025, the Company has recorded $3.6 million of deferred taxes on approximately $313.4 million of
unremitted earnings of non-U.S. subsidiaries that may be remitted to the U.S. The Company has approximately $223.4 million
of additional unremitted earnings of non-U.S. subsidiaries, which are indefinitely reinvested and for which no deferred taxes
have been provided.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
55
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. 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. To identify the performance obligations, the Company considers all products and services promised
regardless of whether they are explicitly stated or implied within the contract or by standard business practices.
Products: For our products, we transfer control and recognize a sale primarily when we either ship the product from our
manufacturing facility or distribution center, or upon delivery to a customer-specified location depending upon the terms in the
customer agreement. 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 Program Costs: Customer programs and incentives ("Customer Program Costs") are a common practice in our
industry. We incur Customer Program Costs to obtain favorable product placement, to promote sell-through of products and to
maintain competitive pricing. The amount of consideration we receive and revenue we recognize is impacted by Customer
Program Costs, including sales rebates; in-store promotional allowances; shared media and customer catalog allowances; other
cooperative advertising arrangements; freight allowance programs offered to our customers; and allowances for discounts. We
recognize Customer Program Costs, primarily as a deduction to gross sales, at the time that the associated revenue is
recognized. Customer Program Costs are based on management's best estimates using the most likely amount method and is an
amount that is probable of not being reversed. In the absence of a signed contract, estimates are based on historical or projected
experience for each program type or customer. We adjust our estimate of revenue when the most likely amount of consideration
we expect to receive changes.
Service or Extended Maintenance Agreements ("EMAs"): Depending on the terms of the EMA, we may defer
recognition of the consideration received for any unsatisfied obligations. We use an observable price to determine the stand-
alone selling price for separate performance obligations or an estimated cost plus margin approach, for our separately priced
service/maintenance agreements that extend mechanical and maintenance coverage beyond our base warranty coverage to our
Print Finishing Solutions customers. These agreements range in duration from three to sixty months, however, most agreements
are one year or less. We generally receive payment at inception of the EMAs and recognize revenue over the term of the
agreement on a straight-line basis.
Shipping and Handling: Freight and distribution activities performed before the customer obtains control of the goods
are not considered promised services under customer contracts and therefore are not distinct performance obligations. The
Company has chosen to account for shipping and handling activities as a fulfillment activity, and therefore accrues the expense
of freight and distribution in "Cost of products sold" when products are shipped.
We reflect all amounts billed to customers for shipping and handling in net sales and the costs we incurred for shipping
and handling (including costs to ship and move product from the seller’s place of business to the buyer’s place of business, as
well as costs to store, move and prepare products for shipment) in cost of products sold.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
56
Reserve for Sales Returns: The reserve for sales returns represents estimated uncollectible receivables associated with the
potential return of products previously sold to customers and is recorded at the same time that the sales are recognized. The
reserve includes a general provision for product returns based on historical trends. In addition, the reserve includes amounts for
currently authorized customer returns that are considered to be abnormal in comparison to the historical trends. We record the
returns reserve, on a gross basis, as a reduction to "Net sales" and "Cost of products sold" with increases to "Other current
liabilities" and "Inventories."
Cost of Products Sold
Cost of products sold includes all manufacturing, product sourcing and distribution costs, including depreciation related to
assets used in the manufacturing, procurement and distribution process, allocation of certain information technology costs
supporting those processes, inbound and outbound freight, shipping and handling costs, purchasing costs associated with
materials and packaging used in the production processes, and inventory valuation adjustments.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") include advertising, marketing, and selling (including
commissions) expenses, 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, legal, and other corporate expenses).
Advertising Expenses
Advertising expenses were $92.5 million, $99.3 million, and $102.7 million for the years ended December 31, 2025, 2024
and 2023, respectively. These costs primarily include, but are not limited to, cooperative advertising and promotional
allowances as described in "Customer Program Costs" above and are principally expensed as incurred.
Warranty Reserves
We offer our customers various warranty terms based on the type of product that is sold. Estimated future obligations
related to products sold under these warranty terms are provided by charges to cost of products sold in the same period in which
the related revenue is recognized.
Research and Development Expenses
Research and development expenses were $22.0 million, $23.0 million, and $25.8 million for the years ended
December 31, 2025, 2024 and 2023, respectively, are classified as SG&A expenses and are charged to expense as incurred.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
57
Stock-Based Compensation
Our primary types of stock-based compensation provided for under our current incentive plan consist of stock options,
restricted stock unit awards, and performance stock unit awards. Stock-based compensation cost is measured at the grant date,
based on the fair value of the award, and is recognized as expense over the requisite service period. Where awards are made
with non-substantive vesting periods (for example, where a portion of the award vests due to retirement eligibility), we estimate
and recognize expense based on the period from the grant date to the date on which the employee is retirement eligible. The
Company accounts for forfeitures as they occur.
Foreign Currency Translation
Foreign currency balance sheet accounts are translated into U.S. dollars at the rates of exchange at the balance sheet date.
Income and expenses are translated at the average rates of exchange in effect during the period. The related translation
adjustments are made directly to a separate component of AOCI in stockholders’ equity. Some transactions are made in
currencies different from an entity’s functional currency; gains and losses on these foreign currency transactions are included in
the income statement.
Derivative Financial Instruments
We recognize all derivatives as either assets or liabilities on the balance sheet and record those instruments at fair value. If
the derivative is designated as a fair value hedge and is effective, the changes in the fair value of the derivative and of the
hedged item attributable to the hedged risk are recognized in earnings in the same period. If the derivative is designated as a
cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in AOCI and are recognized in
the Consolidated Statements of Income when the hedged item affects earnings. Ineffective portions of changes in the fair value
of cash flow hedges are recognized in earnings.
Certain forecasted transactions, and assets and liabilities are exposed to foreign currency risk. We continually monitor our
foreign currency exposures in order to maximize the overall effectiveness of our foreign currency hedge positions. Principal
currencies hedged against the U.S. dollar include the Euro, Australian dollar, Canadian dollar, Swedish krona, British pound,
and Japanese yen.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, Income Statement-
Reporting Comprehensive Income-Expense Disaggregation Disclosures, (Subtopic 220-40): Disaggregation of Income
Statement Expenses, which requires a public entity to disaggregate certain expense captions into specified categories in
disclosures within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December
15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating
the effect this guidance will have on the notes to our consolidated financial statements.
There were no other recently issued accounting standards that are expected to have an impact on the Company’s financial
condition, results of operations or cash flow.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
58
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures, which enhances the income tax disclosures to provide information to better assess how an entity’s operations and
related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU
is effective for annual periods beginning after December 15, 2024. Effective in the fourth quarter of 2025, the Company
adopted this standard. See "Note 12. Income Taxes" for further details.
There were no other accounting standards that were adopted in 2025, 2024 and 2023 that had a material effect on the
Company’s financial condition, results of operations or cash flow.
3. Acquisitions
Buro Acquisition
On February 28, 2025, we completed the acquisition (the "Buro Acquisition") of the business of Buro Seating Limited
Partnership ("Buro"). Buro is a wholesaler of ergonomic seating in Australia and New Zealand and is included in the
Company’s International operating segment. The Buro Acquisition extends our presence in Australia and New Zealand into a
new product category. The purchase price paid at closing was AU$16.3 million (US$10.1 million, based on February 28,
2025 exchange rates). A portion of the purchase price (AU$2.2 million or US$1.3 million based on February 28, 2025
exchange rates) is being held in an escrow account for a period of up to 2 years after closing in the event of any claims
against the seller under the purchase agreement. The fair value of assets acquired and liabilities assumed are subject to
finalization and are expected to be completed within one year from acquisition date. The Buro Acquisition was accounted for
as a business combination and Buro's results are included in the Company's condensed consolidated financial statements as of
February 28, 2025.
Pro forma financial information is not presented due to immateriality.
EPOS Acquisition
On December 20, 2025, we entered into a definitive agreement to acquire EPOS from Demant A/S, a leading Danish
hearing healthcare company. Based in Copenhagen, Denmark, EPOS provides a comprehensive range of premium enterprise
wired and wireless headsets, and other audio solutions, that build on over a century of research in psychoacoustics. The
EPOS product line is designed to reduce listening fatigue, improve voice clarity and support cognitive performance. The
purchase price was €6.5 million (US$7.7 million, based on January 30, 2026 exchange rates) plus up to an additional €3.0
million (US$3.5 million based on January 30, 2026 exchange rates) in contingent purchase price consideration. The deal
closed on January 30, 2026.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
59
4. Long-term Debt and Short-term Borrowings
Notes payable and long-term debt, listed in order of the priority of security interests in assets of the Company, consisted
of the following as of December 31, 2025 and 2024:
(in millions)
December 31, 2025
December 31, 2024
Euro Senior Secured Term Loan A, due October 2029 (floating interest rate of 4.27% at
December 31, 2025 and 4.68% at December 31, 2024)
$
101.3
$
127.9
Euro Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest
rate of 4.27% at December 31, 2025 and 4.68% at December 31, 2024)
106.9
59.1
U.S. Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating interest rate
of 6.06% at December 31, 2025 and 6.47% at December 31, 2024)
33.6
34.4
Australian Dollar Senior Secured Revolving Credit Facility, due October 2029 (floating
interest rate of 6.03% at December 31, 2025 and 6.44% at December 31, 2024)
24.1
32.8
Senior Unsecured Notes, due March 2029 (fixed interest rate of 4.25%)
575.0
575.0
Other borrowings
—
10.5
Total debt
840.9
839.7
Less:
Current portion
30.8
51.3
Debt issuance costs, unamortized
4.1
5.1
Long-term debt, net
$
806.0
$
783.3
The Company is party to a Third Amended and Restated Credit Agreement, dated as of January 27, 2017, as amended,
among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
agents and various lenders party thereto (as amended, the "Credit Agreement"). The Credit Agreement provides for a senior
secured credit facility, which consists of a €184.8 million (US$200.0 million based on October 30, 2024 exchange rates) term
loan facility, and a US$467.5 million multi-currency revolving credit facility (the "Revolving Facility").
Amendment to Credit Agreement
Effective July 29, 2025, we entered into an amendment to the Credit Agreement, which, among other things, increased
our maximum Consolidated Leverage Ratio financial covenant to 4.50x for the third and fourth quarters of 2025, to 4.75x for
the first and second quarters of 2026 and to 4.25x for the third and fourth quarters of 2026. Thereafter, the maximum
Consolidated Leverage Ratio will return to 4.50x for all first and second fiscal quarters and 4.00x for all third and fourth
quarters. In addition, it modified certain covenant baskets related to liens, indebtedness, and restricted payments through
December 31, 2026. The amendment also required that $35.0 million in outstanding principal amount under the term loan
facility be repaid on or before September 30, 2025, for which the payment was made as required. Further, the amendment
restricts the aggregate amount of dividend payments or share repurchases we can make in 2026 to the greater of $40.0 million
or 1 percent of our Consolidated Total Assets.
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.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
60
The current pricing for borrowings under the Credit Agreement is as follows:
Consolidated Leverage Ratio
Applicable
Rate on
Euro/AUD/C
DN 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, 2025, the commitment fee rate was 0.375 percent. Pursuant to the July 29, 2025 amendment to the Credit
Agreement, pricing is fixed at Tier 1 (>4.25x) until December 31, 2026.
As of December 31, 2025, there was $164.6 million in borrowings outstanding under the 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).
Amortization
The outstanding principal amounts under the Euro Term Loan Facility are payable in quarterly installments in an amount
representing, on an annual basis, 1.25 percent of the initial aggregate principal amount of such loan facility and increasing to
1.875 percent in March 2027 and further increasing to 2.50 percent in March 2029.
Dividends and Share Repurchases
Under the Credit Agreement, the Company may pay dividends and/or repurchase shares in an aggregate amount not to
exceed the sum of: (i) the greater of $40.0 million and 1 percent of the Company’s Consolidated Total Assets (as defined in the
Credit Agreement) during any fiscal year; plus (ii) an additional amount not to exceed $75.0 million during any fiscal year
(provided the Company’s Consolidated Leverage Ratio after giving pro forma effect to the restricted payment is 0.25x inside
the applicable Consolidated Leverage Ratio financial covenant); plus (iii) an additional amount so long as the Consolidated
Leverage Ratio after giving pro forma effect to the restricted payment would be less than or equal to 3.25x; plus (iv) any Net
Equity Proceeds (as defined in the Credit Agreement).
Financial Covenants
The Company is required to comply with the maximum Consolidated Leverage Ratio covenant described above and a
minimum Interest Coverage Ratio covenant. 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 financial covenant of 3.00 to 1.00.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
61
Other Covenants and Restrictions
The Credit Agreement contains customary affirmative and negative covenants as well as events of default, including
payment defaults, breach of representations and warranties, covenant defaults, cross-defaults, certain bankruptcy or insolvency
events, certain ERISA-related events, changes in control or ownership, and invalidity of any loan document. 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.
Incremental Facilities
The Credit Agreement permits the Company to seek increases in the size of the Revolving Facility and the Term Loan
Facility prior to maturity by up to $500.0 million in the aggregate, subject to lender commitment and the conditions set forth in
the Credit Agreement.
Senior Unsecured Notes due March 2029 (the "Senior Unsecured Notes")
On March 15, 2021, the Company completed a private offering of $575.0 million in aggregate principal amount of 4.25
percent Senior Unsecured Notes, which were issued under an indenture, dated as of March 15, 2021, among the Company, as
issuer, the guarantors named therein and Wells Fargo Bank, National Association, as trustee. Interest on the New Notes is
payable semiannually on March 15 and September 15 of each year. The Senior Unsecured Notes indenture contains covenants
that could limit the ability of the Company and its restricted subsidiaries to, among other things: (i) incur additional
indebtedness or issue disqualified stock or, in the case of the Company’s restricted subsidiaries, preferred stock; (ii) create
liens; (iii) pay dividends, make certain investments or make other restricted payments; (iv) sell certain assets or merge with or
into other companies; (v) enter into transactions with affiliates; and (vi) allow limitations on any restricted subsidiary to pay
dividends, loans, or assets to the Company or other restricted subsidiaries. These covenants are subject to a number of
important limitations and exceptions. The Senior Unsecured Notes indenture also provides for events of default, which, if any
of them occurs, would permit or require the principal, premium, if any, and accrued but unpaid interest on all the then
outstanding Senior Unsecured Notes to be immediately due and payable.
Compliance with Loan Covenants
As of and for the period ended December 31, 2025, the Company was in compliance with all applicable loan covenants
under its senior secured credit facilities and the Senior Unsecured Notes.
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.
The Senior Unsecured Notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior unsecured
basis by each of our existing and future domestic subsidiaries other than certain excluded subsidiaries. The Senior Unsecured
Notes and the related guarantees rank equally in right of payment with all of the existing and future senior debt of the Company
and the guarantors, senior in right of payment to all of the existing and future subordinated debt of the Company and the
guarantors, and are effectively subordinated to all of the existing and future secured indebtedness of the Company and the
guarantors to the extent of the value of the assets securing such indebtedness. The Senior Unsecured Notes and the guarantees
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
62
are and will be structurally subordinated to all existing and future liabilities, including trade payables, of each of the Company's
subsidiaries that do not guarantee the Senior Unsecured Notes.
The following table summarizes information about our major debt components as of December 31, 2025, including the
principal cash payments and interest rates:
Stated Maturity Date
(in millions)
2026
2027
2028
2029
2030
Thereaft
er
Total
Fair
Value
Long term debt:
Fixed rate Senior Unsecured Notes, due
March 2029
$
—
$
—
$
—
$ 575.0
$
—
$
—
$
575.0
$
533.3
Fixed interest rate
4.25 %
Euro Senior Secured Term Loan A, due
October 2029
$
7.2
$
10.8
$
10.8
$
72.5
$
—
$
—
$
101.3
$
101.3
Euro Dollar Senior Secured Revolving
Credit Facility, due October 2029
$
—
$
—
$
—
$ 106.9
$
—
$
—
$
106.9
$
106.9
U.S. Dollar Senior Secured Revolving
Credit Facility, due October 2029
$
23.6
$
—
$
—
$
10.0
$
—
$
—
$
33.6
$
33.6
Australian Dollar Senior Secured
Revolving Credit Facility, due October
2029
$
—
$
—
$
—
$
24.1
$
—
$
—
$
24.1
$
24.1
Average variable interest rate(1)
4.53 %
4.54 %
4.55 %
4.55 %
(1)
Rates presented are as of December 31, 2025.
5. Leases
The Company leases its corporate headquarters, various other facilities for distribution, manufacturing and offices, as well
as vehicles, forklifts and other equipment. The Company determines if an arrangement is a lease at inception. Leases are
included in "Right of use asset, leases" ("ROU Assets"), and the current portion of the lease liability is included in "Lease
liabilities" and the non-current portion is included in "Long-term lease liabilities" in the Consolidated Balance Sheets. The
Company currently has an immaterial amount of financing leases and leases with terms of more than one month and less than
12 months.
ROU Assets and Lease liabilities are recognized based on the present value of lease payments over the lease term. In
determining the present value of leases, the Company uses its incremental collateralized borrowing rate, on a regional basis,
due to the implicit rate of return is generally not readily determinable for our leases. The incremental borrowing rate is
dependent upon the duration of the lease and has been segmented into three groups of time. All leases within the same region
and the same group of time share the same incremental borrowing rate. The Company has lease agreements with lease and non-
lease components, which are combined for accounting purposes for all classes of underlying assets except information
technology equipment.
The components of lease expense for the years ended December 31, 2025, 2024 and 2023, were as follows:
(in millions)
2025
2024
2023
Operating lease cost
$
29.0
$
29.0
$
28.6
Sublease income
(3.2)
(3.1)
(2.5)
Total lease cost
$
25.8
$
25.9
$
26.1
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
63
Other information related to leases for the years ended December 31, 2025 and 2024 was as follows:
Twelve Months Ended
December 31,
(in millions, except lease term and discount rate)
2025
2024
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases
$
29.9
$
27.9
Right-of-use assets obtained in exchange for lease
obligations:
Operating leases
$
15.1
$
19.5
Weighted average remaining lease term:
Operating leases
5.3 years
Weighted average discount rate:
Operating leases
5.3 %
Future minimum lease payments, net of sub-lease income, for all non-cancelable leases as of December 31, 2025 were as
follows:
(in millions)
Operating
Leases
2026
$
24.7
2027
20.1
2028
17.2
2029
13.5
2030
11.5
Thereafter
9.7
Total minimum lease payments
96.7
Less imputed interest
12.7
Future minimum payments for leases, net of sublease rental income and imputed interest
$
84.0
6. Pension and Other Retiree Benefits
We have a number of pension plans, principally in Germany, the U.K. and the U.S. The plans provide for payment of
retirement benefits, primarily commencing between the ages of 60 and 65, and also for payment of certain disability and
severance benefits. After meeting certain qualifications, an employee acquires a vested right to future benefits. The benefits
payable under the plans are generally determined based on an employee’s length of service and earnings. The majority of these
plans have been frozen and are no longer accruing additional service benefits. Cash contributions to the plans are made as
necessary to ensure legal funding requirements are satisfied. The ACCO Brands Corporation Pension Plan was fully and
permanently frozen as of December 31, 2021. In 2019, the Esselte U.K. plan was frozen and merged with the legacy ACCO
U.K. plan, which was frozen on September 30, 2012.
As of December 31, 2016, our Canadian Salaried and Hourly pension plans were frozen. Effective July 1, 2022, the
Company announced its plan to terminate those Canadian pension plans. During 2024, we finalized the settlement of the entire
benefit obligation for the Canadian Salaried and Hourly pension plans resulting in a final settlement cost of $4.5 million.
Our German Esselte Leitz Pension Plan had an unfunded liability of $103.6 million and $98.0 million for the years ended
December 31, 2025, and 2024, respectively. As is customary, there are no plans to, and there is no requirement to, fund the
German Pension Plan other than to meet the current liabilities.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
64
We also provide post-retirement health care and life insurance benefits to certain employees and retirees in the U.S., U.K.
and Canada. All but one of these benefit plans is no longer open to new participants. Many employees and retirees outside of
the U.S. are covered by government health care programs.
In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II
Limited and others relating to the validity of certain historical pension changes due to the lack of actuarial confirmation
required by law. In July 2024, the Court of Appeal dismissed the appeal brought by Virgin Media Ltd against aspects of the
June 2023 decision. The conclusions reached by the court in this case may have implications for other UK defined benefit
plans. More recently, in June 2025, the UK Government announced its intention to introduce legislation to give affected
pension schemes the ability to retrospectively obtain written actuarial confirmation that historic benefit changes met the
necessary standards. Draft legislation has been put forward in Government amendments to the Pension Schemes Bill, but it is
still subject to change, and the Bill will not be enacted until the earliest Spring 2026.
The following table sets forth our defined benefit pension and post-retirement plans funded status and the amounts
recognized in our Consolidated Balance Sheets:
Pension
Post-retirement
U.S.
International
(in millions)
2025
2024
2025
2024
2025
2024
Change in projected benefit obligation (PBO)
Projected benefit obligation at beginning of year
$
150.5
$
162.6
$
396.5
$
467.4
$
3.6
$
3.3
Service cost
—
—
0.7
0.6
—
—
Interest cost
7.7
7.7
18.7
18.5
0.2
0.2
Actuarial loss (gain)
5.0
(9.1)
(3.7)
(34.4)
0.1
0.5
Participants’ contributions
—
—
0.1
0.1
—
—
Benefits paid
(11.9)
(10.7)
(29.1)
(27.7)
(0.3)
(0.3)
Settlement
—
—
(0.2)
(15.1)
—
—
Foreign exchange rate changes
—
—
36.6
(12.9)
0.1
(0.1)
Projected benefit obligation at end of year
151.3
150.5
419.6
396.5
3.7
3.6
Change in plan assets
Fair value of plan assets at beginning of year
145.4
145.5
282.9
324.9
—
—
Actual return on plan assets
16.3
7.6
13.0
(8.4)
—
—
Employer contributions
1.9
3.0
15.1
14.5
0.3
0.3
Participants’ contributions
—
—
0.1
0.1
—
—
Benefits paid
(11.9)
(10.7)
(29.1)
(27.7)
(0.3)
(0.3)
Settlement
—
—
(0.2)
(15.1)
—
—
Foreign exchange rate changes
—
—
21.7
(5.4)
—
—
Fair value of plan assets at end of year
151.7
145.4
303.5
282.9
—
—
Funded status (Fair value of plan assets less PBO)
$
0.4
$
(5.1)
$ (116.1)
$ (113.6)
$
(3.7)
$
(3.6)
Amounts recognized in the Consolidated Balance Sheets
consist of:
Other non-current assets
$
0.4
$
—
$
6.7
$
2.5
$
—
$
—
Other current liabilities
—
—
8.6
7.2
0.4
0.4
Pension and post-retirement benefit obligations
—
5.1
114.2
108.9
3.3
3.2
Components of accumulated other comprehensive income (loss),
net of tax:
Unrecognized actuarial loss (gain)
83.5
84.4
127.2
121.9
(2.1)
(2.6)
Unrecognized prior service cost
—
—
4.9
4.9
—
—
Pension and post-retirement benefit obligations of $117.5 million as of December 31, 2025, increased from $117.2
million as of December 31, 2024.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
65
The accumulated benefit obligation ("ABO") for all pension plans was $567.0 million and $542.9 million at
December 31, 2025 and 2024, respectively.
The following table sets out information for pension plans with an accumulated benefit obligation in excess of plan assets:
U.S.
International
(in millions)
2025
2024
2025
2024
Accumulated benefit obligation(1)
$
—
$
150.5
$
125.9
$
116.8
Fair value of plan assets
—
145.4
3.2
4.0
(1)
The decrease in 2025 under the U.S. as compared to 2024 is the result of the ACCO U.S. plan ABO no longer being in
excess of plan assets as of December 31, 2025, unlike the prior year.
The following table sets out information for pension plans with a projected benefit obligation in excess of plan assets:
U.S.
International
(in millions)
2025
2024
2025
2024
Projected benefit obligation
$
—
$
150.5
$
124.0
$
385.1
Fair value of plan assets
—
145.4
3.2
268.9
The components of net periodic benefit (income) cost for pension and post-retirement plans for the years ended
December 31, 2025, 2024 and 2023 were as follows:
Year Ended December 31,
Pension
Post-retirement
U.S.
International
(in millions)
2025
2024
2023
2025
2024
2023
2025
2024
2023
Service cost
$
—
$
—
$
—
$
0.7
$
0.6
$
0.5
$
—
$
—
$
—
Interest cost
7.7
7.7
7.9
18.7
18.5
20.0
0.2
0.2
0.2
Expected return on plan assets
(12.7)
(12.9)
(12.0)
(18.2)
(19.6)
(21.5)
—
—
—
Amortization of net loss (gain)
2.4
2.5
2.2
4.5
5.4
4.2
(0.4)
(0.6)
(0.5)
Amortization of prior service cost
—
—
—
0.3
0.3
0.3
—
—
—
Settlement (2)
—
—
—
0.1
4.6
1.2
—
—
—
Net periodic benefit (income) cost
(3)
$
(2.6) $
(2.7) $
(1.9) $
6.1
$
9.8
$
4.7
$
(0.2) $
(0.4) $
(0.3)
(2)
Settlement amounts of $4.6 million in 2024 and $1.2 million in 2023 are primarily related to the wind-up of our Canadian
Salaried and Hourly pension plans.
(3)
The components of net periodic benefit (income) cost, other than service cost, are included in the line "Non-operating
pension expense (income)" in the Consolidated Statements of Income (Loss).
Other changes in plan assets and benefit obligations that were recognized in accumulated other comprehensive income
(loss) during the years ended December 31, 2025, 2024 and 2023 were as follows:
Pension
Post-retirement
U.S.
International
(in millions)
2025
2024
2023
2025
2024
2023
2025
2024
2023
Current year actuarial (gain) loss
$
1.5
$ (3.8) $
1.6
$
1.5
$ (6.5) $ 17.2
$
0.1
$
0.5
$
0.1
Amortization of actuarial (loss) gain
(2.4)
(2.5)
(2.2)
(4.5)
(9.9)
(5.2)
0.4
0.5
0.5
Amortization of prior service cost
—
—
—
(0.3)
(0.3)
(0.3)
—
—
—
Foreign exchange rate changes
—
—
—
8.6
(1.7)
7.5
—
0.1
(0.1)
Total recognized in other comprehensive (loss)
income
(0.9)
(6.3)
(0.6)
5.3
(18.4)
19.2
0.5
1.1
0.5
Total recognized in net periodic benefit (income)
cost and other comprehensive (loss) income
$ (3.5) $ (9.0) $ (2.5) $ 11.4
$ (8.6) $ 23.9
$
0.3
$
0.7
$
0.2
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
66
Assumptions
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.
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
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.
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
The weighted average health care cost trend rates used to determine post-retirement benefit obligations and net periodic
benefit (income) cost as of December 31, 2025, 2024 and 2023 were as follows:
Post-retirement
2025
2024
2023
Health care cost trend rate assumed for next year
9 %
10 %
9 %
Rate that the cost trend rate is assumed to decline (the ultimate trend rate)
8 %
8 %
7 %
Year that the rate reaches the ultimate trend rate
2031
2031
2031
Plan Assets
The investment strategy for the Company is to optimize investment returns through a diversified portfolio of investments,
taking into consideration underlying plan liabilities and asset volatility. Each plan has a different target asset allocation, which
is reviewed periodically and is based on the underlying liability structure. The target asset allocation for our U.S. plan is 38
percent in equity securities, 54 percent in fixed income securities, and 8 percent in alternative assets. The target asset allocation
for non-U.S. plans is set by the local plan trustees.
Our pension plan weighted average asset allocations as of December 31, 2025 and 2024 were as follows:
2025
2024
U.S.
International
U.S.
International
Asset category
Equity securities
34 %
4 %
34 %
6 %
Fixed income
60 %
68 %
59 %
59 %
Real estate
2 %
— %
4 %
2 %
Other(4)
4 %
28 %
3 %
33 %
Total
100 %
100 %
100 %
100 %
(4)
Multi-strategy hedge funds, commodity linked funds, private equity funds, and cash and cash equivalents for certain of
our plans.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
67
U.S. Pension Plan Assets
The fair value measurements of our U.S. pension plan assets by asset category as of December 31, 2025 were as follows:
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Fair Value as of
(in millions)
(Level 1)
(Level 2)
(Level 3)
December 31, 2025
Mutual funds
$
115.4
$
—
$
—
$
115.4
Exchange traded funds
17.6
—
—
17.6
Common collective trust funds
—
1.2
—
1.2
Investments measured at net asset value(5)
Common collective trust funds
—
—
—
17.5
Total
$
133.0
$
1.2
$
—
$
151.7
(5)
Certain investments that are measured at fair value using the net asset value per share practical expedient have not been
categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit
reconciliation of the fair value hierarchy to the amounts presented in the table that presents our defined benefit pension
and post-retirement plans funded status.
The fair value measurements of our U.S. pension plan assets by asset category as of December 31, 2024 were as follows:
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Fair Value as of
(in millions)
(Level 1)
(Level 2)
(Level 3)
December 31, 2024
Mutual funds
$
110.9
$
—
$
—
$
110.9
Exchange traded funds
33.1
—
—
33.1
Common collective trust funds
—
1.4
—
1.4
Total
$
144.0
$
1.4
$
—
$
145.4
Mutual funds and exchange traded funds: The fair values of mutual fund and common stock fund investments are
determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).
Common collective trusts: The fair values of participation units held in common collective trusts are based on their net
asset values, as reported by the managers of the common collective trusts and as supported by the unit prices of actual purchase
and sale transactions occurring as of or close to the financial statement date (level 2 inputs).
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
68
International Pension Plans Assets
The fair value measurements of our international pension plans assets by asset category as of December 31, 2025 were as
follows:
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Fair Value as of
(in millions)
(Level 1)
(Level 2)
(Level 3)
December 31, 2025
Cash and cash equivalents
$
4.2
$
—
$
—
$
4.2
Equity securities
13.3
—
—
13.3
Corporate debt securities
—
86.6
—
86.6
Multi-strategy hedge funds
—
29.3
—
29.3
Insurance contracts
—
5.1
—
5.1
Government debt securities
—
110.0
—
110.0
Investments measured at net asset value(5)
Multi-strategy hedge funds
18.3
Real estate
1.3
Corporate debt securities
9.0
Private equity
26.4
Total
$
17.5
$
231.0
$
—
$
303.5
The fair value measurements of our international pension plans assets by asset category as of December 31, 2024 were as
follows:
Quoted Prices
in Active
Markets for
Identical
Assets
Significant
Other
Observable
Inputs
Significant
Unobservable
Inputs
Fair Value as of
(in millions)
(Level 1)
(Level 2)
(Level 3)
December 31, 2024
Cash and cash equivalents
$
3.1
$
—
$
—
$
3.1
Equity securities
17.4
—
—
17.4
Corporate debt securities
—
62.0
—
62.0
Multi-strategy hedge funds
—
33.7
—
33.7
Insurance contracts
—
4.2
—
4.2
Real estate
—
0.8
—
0.8
Government debt securities
—
105.5
—
105.5
Investments measured at net asset value(5)
Multi-strategy hedge funds
29.2
Real estate
4.3
Private equity
22.7
Total
$
20.5
$
206.2
$
—
$
282.9
Equity securities: The fair values of equity securities are determined by obtaining quoted prices on nationally recognized
securities exchanges (level 1 inputs).
Debt securities: Fixed income securities, such as corporate and government bonds and other debt securities, consist of
index-linked securities. These debt securities are valued using quotes from independent pricing vendors based on recent trading
activity and other relevant information, including market interest rate curves, referenced credit spreads, and estimated
prepayment rates, where applicable (level 2 inputs).
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
69
Insurance contracts: Valued at contributions made, plus earnings, less participant withdrawals and administrative
expenses, which approximate fair value (level 2 inputs).
Multi-strategy hedge funds: The fair values of participation units held in multi-strategy hedge funds are based on their net
asset values, as reported by the managers of the funds and are based on the daily closing prices of the underlying investments
(level 2 inputs).
Real estate: Real estate consists of managed real estate investment trust securities (level 2 inputs).
Cash Contributions
We contributed $17.3 million to our pension and post-retirement plans in 2025 and expect to contribute approximately
$18.0 million in 2026.
Future Benefit Payments
The following table presents estimated future benefit payments to participants for the next ten fiscal years:
(in millions)
Pension
Benefits
Post-
retirement
Benefits
2026
$
43.8
$
0.4
2027
42.9
0.4
2028
43.6
0.4
2029
44.0
0.4
2030
44.5
0.4
Years 2031 - 2035
228.2
1.6
We also sponsor a number of defined contribution plans. Contributions are determined under various formulas. Costs
related to such plans amounted to $11.9 million, $12.5 million, and $12.5 million for the years ended December 31, 2025, 2024
and 2023, respectively.
Multi-Employer Pension Plan
We are a participant in a multi-employer pension plan. The plan has reported significant underfunded liabilities and
declared itself in critical and declining status (red). As a result, the trustees of the plan adopted a rehabilitation plan ("RP") in an
effort to forestall insolvency. Our required contributions to this plan could increase due to the shrinking contribution base
resulting from the insolvency of or withdrawal of other participating employers, from the inability or the failure of withdrawing
participating employers to pay their withdrawal liability, from lower than expected returns on pension fund assets, and from
other funding deficiencies. In the event that we withdraw from participation in the plan, we will be required to make withdrawal
liability payments for a period of 20 years or longer in certain circumstances. The present value of our withdrawal liability
payments would be recorded as an expense in our Consolidated Statements of Income (Loss) and as a liability on our
Consolidated Balance Sheets in the first year of our withdrawal. The most recent Pension Protection Act ("PPA") zone status
available in 2025 and 2024 is for the plan’s years ended December 31, 2024 and 2023, respectively. The zone status is based on
information that we received from the plan and is certified by the plan’s actuary. Plans in the red zone (critical or critical and
declining) are generally less than 65 percent funded, plans in the yellow zone (endangered) are less than 80 percent funded, and
plans in the green zone (safe) are at least 80 percent funded.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
70
The Company's contributions are not more than 5 percent of the total contributions to the plan. Details regarding the plan
are outlined in the table below.
EIN/Pensio
n Plan
Pension
Protection Act
Zone Status
FIP/RP
Status
Pending
Contributions Year Ended
December 31,
Surchar
ge
Expiration Date of
Collective-
Bargaining
Pension Fund
Number
2025
2024
Implemented
2025
2024
2023
Imposed
Agreement
PACE Industry Union-
Management Pension
Fund
11-6166763
/ 001
Red
Red
Implemented
$0.1
$0.1
$0.1
Yes
6/30/2028
7. Stock-Based Compensation
The 2022 ACCO Brands Corporation Incentive Plan, as amended (the "Plan") provides for stock-based awards generally
in the form of stock options, restricted stock units ("RSUs") and performance stock units ("PSUs"), any of which may be
granted alone or with other types of awards and dividend equivalents. The Plan authorizes the issuance of up to 20,544,631
shares to key employees and non-employee directors.
The Company accrues dividend equivalents ("DEs") on all outstanding RSUs and PSUs as permitted by the Plan. DEs
entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock. RSUs and PSUs are
credited with DEs that are converted to RSUs and PSUs at the fair market value of our common stock on the dates the dividend
payments are made and are subject to the same terms and conditions as the underlying award. DEs credited to RSUs and PSUs
will only be paid to the extent the awards vest and any performance goals are achieved.
We will satisfy the requirement for delivering shares of our common stock for the Plan by issuing new shares.
The following table summarizes the impact of all stock-based compensation expense on our Consolidated Statements of
Income (Loss) for the years ended December 31, 2025, 2024 and 2023:
(in millions)
2025
2024
2023
Selling, general and administrative expense
$
11.5
$
11.9
$
14.8
Income (loss) before income tax
(11.5)
(11.9)
(14.8)
Income tax expense
(2.6)
(2.9)
(3.4)
Net loss
$
(8.9)
$
(9.0)
$
(11.4)
There was no capitalization of stock-based compensation expense.
Stock-based compensation expense by award type for the years ended December 31, 2025, 2024 and 2023 was as follows:
(in millions)
2025
2024
2023
Stock option compensation expense
$
0.1
$
0.5
$
2.7
RSU compensation expense
8.3
7.5
6.4
PSU compensation expense
3.1
3.9
5.7
Total stock-based compensation expense
$
11.5
$
11.9
$
14.8
Stock Options
The exercise price of each stock option equals or exceeds the fair market price of our stock on the date of grant. Options
granted beginning in 2020 can generally be exercised over a term of ten years and prior to 2020 options could generally be
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
71
exercised over a term of seven years. Stock options outstanding as of December 31, 2025, generally vest ratably over three
years from the grant date. There were no stock options granted during the years ended December 31, 2025, 2024 and 2023.
A summary of the changes in stock options outstanding under the Plan during the year ended December 31, 2025 is
presented below:
Number
Outstanding
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at December 31, 2024
5,711,296
$
8.94
Forfeited/Expired
(683,108)
$
12.34
Outstanding at December 31, 2025
5,028,188
$
8.48
4.2 years
zero
Exercisable shares at December 31, 2025
5,028,188
$
8.48
4.2 years
zero
There were no options exercised during the years ended December 31, 2025, 2024 and 2023.
The fair value of options vested during the years ended December 31, 2025, 2024, and 2023 was $1.2 million, $2.5
million and $3.4 million, respectively. As of December 31, 2025, all options are vested and there was no unrecognized
compensation expense related to stock options.
Stock Unit Awards
RSUs vest over a pre-determined period of time, generally three years from the date of grant. Stock-based compensation
expense for the years ended December 31, 2025, 2024 and 2023 includes $1.3 million, $1.4 million, and $1.3 million,
respectively, of expense related to RSUs granted to non-employee directors as a component of their compensation. RSUs
granted to non-employee directors prior to 2021 became fully vested on the grant date; after 2021 non-employee director RSUs
fully vest on the first anniversary of the grant date.
PSUs also vest over a pre-determined period of time, generally not longer than three years, but are further subject to the
achievement of certain business performance criteria being met. Based upon the level of achieved performance, the number of
shares actually awarded can vary from 0 percent to 200 percent of the original grant.
There were 5,296,060 RSUs outstanding as of December 31, 2025. All outstanding RSUs as of December 31, 2025 vest
within three years of their date of grant. Upon vesting, all of the RSU awards will be converted into the right to receive one
share of common stock of the Company for each unit that vests. The cost of these awards is determined using the fair value of
the shares on the date of grant, and compensation expense is generally recognized over the period during which the employee
provides the requisite service to the Company.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
72
A summary of the changes in the RSUs outstanding under the Plan during 2025 is presented below:
Stock
Units
Weighted Average
Grant Date Fair
Value
Outstanding at December 31, 2024
4,241,889
$
6.06
Granted
1,561,115
$
4.62
Vested and distributed
(456,340)
$
8.31
Forfeited and cancelled
(50,604)
$
5.19
Outstanding at December 31, 2025
5,296,060
$
5.45
Vested and deferred at December 31, 2025(1)
955,543
$
7.28
(1)
Included in outstanding at December 31, 2025. Vested and deferred RSUs are primarily related to deferred compensation
for non-employee directors.
For the years ended December 31, 2024 and 2023, we granted 1,501,759 and 1,969,191 RSUs, respectively. The
weighted-average grant date fair value of our RSUs was $4.62, $5.31, and $5.23 for the years ended December 31, 2025, 2024
and 2023, respectively. The fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $4.7
million, $3.3 million and $4.4 million, respectively. As of December 31, 2025, we have unrecognized compensation expense
related to RSUs of $5.9 million, which will be recognized over a weighted-average period of 1.9 years.
A summary of the changes in the PSUs outstanding under the Plan during 2025 is presented below:
Stock
Units
Weighted Average
Grant Date Fair
Value
Outstanding at December 31, 2024
3,546,242
$
5.81
Granted
1,746,912
$
4.68
Vested and distributed
(103,609)
$
8.87
Forfeited and cancelled
(193,234)
$
7.57
Other - decrease due to performance of PSUs
(577,991)
$
4.68
Outstanding at December 31, 2025
4,418,320
$
5.10
For the years ended December 31, 2024 and 2023, we granted 1,825,683 and 2,301,907 PSUs, respectively. For the years
ended December 31, 2025, 2024 and 2023, 103,609, 685,998, and 336,077 PSUs vested, respectively. The weighted-average
grant date fair value of our PSUs was $4.68, $5.80, and $5.39 for the years ended December 31, 2025, 2024 and 2023,
respectively. The fair value of PSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $0.9 million,
$4.6 million and $2.8 million, respectively. Based on the level of achievement of the performance targets associated with the
PSU awards, as of December 31, 2025, we have $0.9 million of unrecognized compensation expense, which will be recognized
over a weighted-average period of 1.0 years.
8. Inventories
The components of inventories were as follows:
(in millions)
December 31,
2025
December 31,
2024
Raw materials
$
46.3
$
35.9
Work in process
3.7
3.3
Finished goods
239.1
231.2
Total inventories
$
289.1
$
270.4
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
73
9. Property, Plant and Equipment, Net
The components of net property, plant and equipment were as follows:
December 31
(in millions)
2025
2024
Land and improvements
$
18.9
$
17.4
Buildings and improvements to leaseholds
124.5
115.4
Machinery and equipment
370.2
365.2
Construction in progress
14.8
7.5
528.4
505.5
Less: accumulated depreciation
(389.6)
(368.0)
Net property, plant and equipment (1)
$
138.8
$
137.5
(1)
Net property, plant and equipment as of December 31, 2025, and 2024 included $25.8 million and $29.4 million of
computer software assets, respectively, which are classified within machinery and equipment and construction in
progress. Depreciation expense for software was $13.7 million, $13.8 million, and $14.1 million for the years ended
December 31, 2025, 2024 and 2023, respectively.
10. Goodwill and Identifiable Intangible Assets
Goodwill
We test goodwill for impairment at least annually as of our measurement date of May 31st and on an interim basis if an
event or circumstance indicates that it is more likely than not that an impairment loss has been incurred. As of our measurement
date of May 31, 2025, we performed a qualitative assessment of impairment on goodwill for each of our two reporting units.
The results of our qualitative assessment was that there were no triggering events that would make it more likely than not that
an impairment loss to our goodwill had been incurred for either of our two reporting units.
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. These triggering events
include a sustained shift in product mix toward lower-priced and lower-margin products in Brazil that began earlier in the year,
reduced year-end customer purchasing activity in Europe, and fourth quarter gaming accessories performing below
expectations globally, driven in part by higher consoles prices reducing consumer demand for related accessories. 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.
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 financial projections used in the valuation models
reflected management's assumptions regarding revenue growth rates, economic and market trends, cost structure, discount rate,
and other expectations about the anticipated short-term and long-term operating results for each of our reporting units.
We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates
of the implied fair value of each reporting unit. However, given the economic environment and 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. If our assumptions regarding future performance are
not achieved, or if future events occur that adversely affect our enterprise value, we may be required to record additional
goodwill impairment charges in future periods.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
74
Changes in the net carrying amount of goodwill by segment were as follows:
(in millions)
ACCO Brands
Americas
ACCO Brands
International
Total
Balance at December 31, 2023
$
383.6
$
206.4
$
590.0
Goodwill impairment
(127.5)
—
(127.5)
Foreign currency translation
(2.8)
(13.3)
(16.1)
Balance at December 31, 2024
$
253.3
$
193.1
$
446.4
Acquisitions(1)
—
4.2
4.2
Foreign currency translation
1.4
26.5
27.9
Balance at December 31, 2025
$
254.7
$
223.8
$
478.5
(1) Represents goodwill from the Buro Acquisition.
The goodwill balance includes $403.3 million for the year ended December 31, 2023, and $530.8 million of accumulated
impairment losses for each of the years ended December 31, 2024, and 2025, respectively.
Identifiable Intangible Assets
We test our indefinite-lived intangible for impairment at least annually as of our measurement date of May 31st. We also
test for impairment on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment
loss has occurred. No such event or circumstance was identified during the fourth quarter ended December 31, 2025.
As of our measurement date of May 31, 2025, we performed our annual assessment, on a qualitative basis, on our
indefinite-lived trade name. We considered events and circumstances that may affect the fair value of our indefinite-lived trade
name to determine whether it was necessary to perform the quantitative impairment test. We focused on events and
circumstances that could affect the significant inputs, including, but not limited to, revenue growth rates, economic and market
trends, royalty rate, discount rate, and other expectations about the anticipated short-term and long-term operating results. The
results of our qualitative assessment was that there were no triggering events that would make it more likely than not that an
impairment loss to our indefinite-lived trade name has been incurred.
We believe the assumptions used in our assessment were appropriate. However, given the economic environment and
uncertainties that can negatively impact our business, there can be no assurance that our estimates and assumptions, made for
purposes of our indefinite-lived intangible assessment, will prove to be an accurate prediction of the future. If our estimates and
assumptions are not realized, or if future events or circumstances indicate that it is more likely than not that an impairment loss
has been incurred, we may be required to perform a quantitative impairment test on our indefinite-lived trade name which may
result in recording an impairment charge in future periods.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
75
The Company's gross carrying value and accumulated amortization by class of identifiable intangible assets as of
December 31, 2025 and 2024 were as follows:
December 31, 2025
December 31, 2024
(in millions)
Gross
Carrying
Amounts
Accumulat
ed
Amortizati
on
Net Book
Value
Gross
Carrying
Amounts
Accumulat
ed
Amortizati
on
Net Book
Value
Indefinite-lived intangible assets:
Trade name(2)
$
101.2
$
(44.5) $
56.7
$
101.2
$
(44.5) $
56.7
Amortizable intangible assets:
Trade names
658.9
(185.7)
473.2
627.5
(157.5)
470.0
Customer and contractual relationships
371.8
(260.4)
111.4
350.7
(230.0)
120.7
Vendor relationships
82.4
(27.7)
54.7
82.4
(22.2)
60.2
Patents
8.2
(7.3)
0.9
7.8
(5.8)
2.0
Subtotal
1,121.3
(481.1)
640.2
1,068.4
(415.5)
652.9
Total identifiable intangibles
$
1,222.5
$
(525.6) $
696.9
$
1,169.6
$
(460.0) $
709.6
(2) Accumulated amortization prior to the adoption of authoritative guidance on goodwill and other intangible assets, at which
time further amortization ceased.
The Company’s intangible amortization expense was $46.2 million, $44.7 million and $43.4 million for the years ended
December 31, 2025, 2024 and 2023, respectively.
Estimated amortization expense for amortizable intangible assets for the next five years is as follows:
(in millions)
2026
2027
2028
2029
2030
Estimated amortization expense(3)
$
44.8
$
42.3
$
40.1
$
38.3
$
37.3
(3) Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange
rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets,
and other events.
Acquired Identifiable Intangibles
Buro Acquisition
The valuation of identifiable intangible assets of $5.8 million acquired in the Buro Acquisition includes an amortizable
trade name "Buro", and amortizable customer relationships, which have been recorded at their estimated fair values. The fair
value of the trade name was determined using the relief from royalty method, which is based on the present value of royalty
fees derived from projected revenues. The fair value of the customer relationships was determined using the multi-period
excess earning method which is based on the present value of the projected after-tax cash flows adjusted for contributory asset
charges.
The allocation of the identifiable intangibles acquired in the Buro Acquisition was as follows:
(in millions)
Fair Value
Remaining
Useful Life
Trade name
$
1.9
20 years
Customer relationships
3.9
9 years
Total identifiable intangibles acquired
$
5.8
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
76
11. Restructuring
The Company recorded $21.6 million, $16.8 million, and $27.2 million of restructuring charges for the years ended
December 31, 2025, 2024 and 2023, respectively. Restructuring charges were primarily for severance costs related to cost
reduction initiatives for all segments in 2025, 2024 and 2023.
The summary of the activity in the restructuring liability for the year ended December 31, 2025 was as follows:
(in millions)
Balance at
December 3
1, 2024
Provision
Cash
Expenditur
es
Non-cash
Items/Curre
ncy Change
Balance at
December 3
1, 2025
Employee termination costs
$
26.6
$
18.8
$
(23.2) $
0.8
$
23.0
Other
—
2.8
(2.6)
0.1
0.3
Total restructuring liability(1)
$
26.6
$
21.6
$
(25.8) $
0.9
$
23.3
(1) We expect $17.8 million of the remaining $23.0 million of employee termination costs to be substantially paid within the
next twelve months.
The summary of the activity in the restructuring accounts for the year ended December 31, 2024 was as follows:
(in millions)
Balance at
December 3
1, 2023
Provision
Cash
Expenditur
es
Non-cash
Items/Curre
ncy Change
Balance at
December 3
1, 2024
Employee termination costs
$
27.5
$
16.6
$
(17.0)
$
(0.5)
$
26.6
Other
0.9
0.2
(1.1)
—
—
Total restructuring liability
$
28.4
$
16.8
$
(18.1)
$
(0.5)
$
26.6
The summary of the activity in the restructuring accounts for the year ended December 31, 2023 was as follows:
(in millions)
Balance at
December 3
1, 2022
Provision
Cash
Expenditur
es
Non-cash
Items/Curr
ency
Change
Balance at
December 3
1, 2023
Employee termination costs
$
8.7
$
26.1
$
(7.6)
$
0.3
$
27.5
Other
—
1.1
(0.2)
—
0.9
Total restructuring liability
$
8.7
$
27.2
$
(7.8)
$
0.3
$
28.4
Restructuring charges for the years ended December 31, 2025, 2024 and 2023 by reporting segment were as follows:
(in millions)
2025
2024
2023
ACCO Brands Americas
$
7.7
$
6.5
$
16.7
ACCO Brands International
14.1
6.9
9.9
Corporate
(0.2)
3.4
0.6
Total restructuring charges
$
21.6
$
16.8
$
27.2
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
77
12. Income Taxes
The components of income (loss) before income tax for the years ended December 31, 2025, 2024 and 2023 were as
follows:
(in millions)
2025
2024
2023
Domestic operations
$
(25.7)
$
(173.0)
$
(124.8)
Foreign operations
74.8
85.7
111.7
Total
$
49.1
$
(87.3)
$
(13.1)
The reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21 percent to our effective
income tax rate for the years ended December 31, 2025, 2024 and 2023 was as follows:
(in millions)
2025
2024
2023
Income tax at U.S. statutory rate; 21%
$
10.3
$
(18.3)
$
(2.7)
Unrecognized tax (benefits) expense
(1.9)
(2.8)
1.0
Statutory tax rate changes
4.5
—
0.4
Statutory tax law changes
—
—
(3.6)
State, local and other tax, net of federal benefit
(1.5)
(2.0)
(1.3)
Impact from foreign inclusions
4.9
0.6
(0.7)
U.S. effect of foreign dividends and withholding taxes
5.0
4.1
3.9
Foreign income tax rate differential
(0.9)
4.3
4.2
Global Minimum Tax
1.1
—
—
Brazilian Tax Assessments impact
(12.4)
(1.6)
(13.3)
Increase in valuation allowance
3.2
2.4
5.4
General business credit
(0.5)
(0.4)
(2.2)
Excess expense from stock-based compensation
1.0
1.3
0.6
Impairment of non-deductible goodwill
—
26.8
18.8
Loss on derivatives
(2.3)
—
—
Prior period tax return adjustment
(1.3)
0.1
(1.0)
Other decrease
(1.4)
(0.2)
(0.8)
Income taxes as reported
$
7.8
$
14.3
$
8.7
Effective tax rate
15.9 %
(16.4)%
(66.4)%
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
78
Under ASU 2023-09 for which the Company is adopting on a prospective basis, the reconciliation of income taxes
computed at the U.S. federal statutory income tax rate of 21 percent to our effective income tax rate for the year ended
December 31, 2025 was as follows:
2025
(in millions)
Value
Percent
Income tax at U.S. statutory rate; 21%
$
10.3
21.0 %
Domestic federal income taxes, net of prior period tax return adjustments
Tax credits, net of prior period tax return adjustments
Current year foreign tax credit carried forward
(2.2)
(4.5)%
Other
(0.3)
(0.6)%
Nontaxable and nondeductible items
Other
0.3
0.6 %
Effect of cross-border tax laws, net of prior tax return adjustments
Global intangible low-taxed income, net of current year foreign tax credits
(2.3)
(4.7)%
Subpart F, net of current year foreign tax credits
7.6
15.5 %
Loss on derivatives
(2.3)
(4.7)%
Other
(0.3)
(0.6)%
Other adjustments
Excess expense from stock-based compensation
1.0
2.1 %
Other
0.1
0.2 %
Domestic state and local income taxes, net of federal benefit and prior period tax return
adjustments(1)
(1.5)
(3.1)%
Foreign tax effects, net of prior period tax return adjustments
Australia
Foreign income tax rate differential
0.9
1.8 %
Brazil
Interest on net equity
(2.7)
(5.5)%
Withholding tax
2.0
4.1 %
Foreign income tax rate differential
0.8
1.6 %
Other
(0.2)
(0.4)%
Canada
Withholding tax
2.7
5.5 %
China
Change in valuation allowance
1.2
2.4 %
Other
(0.1)
(0.2)%
Germany
Foreign income tax rate differential
(0.8)
(1.6)%
Trade tax
2.2
4.5 %
Tax rate change
4.6
9.4 %
Mexico
0.6
1.2 %
Netherlands
Foreign income tax rate differential
(0.8)
1.6 %
Other
0.1
0.2 %
Sweden
0.5
1.0 %
United Kingdom
Foreign income tax rate differential
(3.9)
(7.9)%
Global Minimum Tax
1.1
2.2 %
Change in valuation allowance
1.2
2.4 %
Other foreign jurisdictions
2.2
4.5 %
Worldwide changes in unrecognized tax benefits
(14.2)
(28.9)%
Income taxes as reported
$
7.8
15.9 %
(1) In 2025, state and local income taxes in California, Illinois, Indiana, Mississippi, New Jersey, New York, and Pennsylvania
comprise the majority of the domestic state and local income taxes, net of federal effect category.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
79
For 2025, we recorded income tax expense of $7.8 million on income before taxes of $49.1 million, for an effective rate
of 15.9 percent. After removing the impacts of the 2024 non-cash impairment charges, the decrease in the effective rate versus
2024 was primarily due to a reduction of income before income tax, the tax benefit from the settlement of the Brazil Tax
Assessments, offset by the tax expense for a foreign statutory tax rate change.
For 2024, we recorded income tax expense of $14.3 million on a loss before taxes of $87.3 million, for an effective rate of
(16.4) percent. The increase in the effective rate versus 2023 was primarily due to a larger non-cash impairment charge related
to goodwill in 2024 compared to 2023 and the release of certain unrecognized tax benefits related to the Brazil Tax
Assessments in 2023 which did not repeat in 2024.
For 2023, we recorded income tax expense of $8.7 million on loss before taxes of $13.1 million, for an effective rate of
(66.4) percent.
The components of the income tax expense for the years ended December 31, 2025, 2024 and 2023 were as follows:
(in millions)
2025
2024
2023
Current expense
Federal and other
$
(0.2)
$
(3.2)
$
0.2
Foreign
11.5
24.4
28.6
Total current income tax expense
11.3
21.2
28.8
Deferred expense (benefit)
Federal and other
$
(5.6)
$
(7.0)
$
(16.7)
Foreign
2.1
0.1
(3.4)
Total deferred income tax (benefit) expense
(3.5)
(6.9)
(20.1)
Total income tax expense
$
7.8
$
14.3
$
8.7
The components of deferred tax assets (liabilities) as of December 31, 2025 and 2024 were as follows:
(in millions)
2025
2024
Deferred tax assets
Compensation and benefits
$
19.3
$
20.3
Pension
8.7
14.4
Inventory
7.9
8.1
Other reserves
11.5
13.9
Accounts receivable
5.7
5.1
Foreign tax credit carryforwards
9.4
6.8
Net operating loss carryforwards
84.9
74.8
Interest expense carryforwards
43.3
34.1
Section 174 capitalization
15.1
16.1
General business tax credit carryforwards
2.2
1.8
Depreciation
2.1
—
Other
0.6
2.1
Gross deferred income tax assets
210.7
197.5
Valuation allowance
(67.9)
(60.3)
Net deferred tax assets
142.8
137.2
Deferred tax liabilities
Depreciation
—
(3.8)
Unremitted non-U.S. earnings accrual
(3.6)
(4.1)
Identifiable intangibles
(155.2)
(151.9)
Gross deferred tax liabilities
(158.8)
(159.8)
Net deferred tax liabilities
$
(16.0)
$
(22.6)
A valuation allowance of $67.9 million and $60.3 million as of December 31, 2025 and 2024, respectively, has been
established for deferred income tax assets. The $7.6 million increase in the valuation allowance in 2025 reflects the increase in
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
80
our existing valuation by $3.3 million and a $4.3 million increase resulting from foreign currency translation. The valuation
allowance is primarily related to net operating loss (the "NOL") carryforwards that may not be realized. Realization of the net
deferred income tax assets is dependent upon generating sufficient taxable income prior to the expiration of the applicable
carryforward periods. Although realization is not certain, management believes that it is more likely than not that the net
deferred income tax assets will be realized. However, the amount of net deferred tax assets considered realizable could change
in the near term if estimates of future taxable income during the applicable carryforward periods fluctuate.
As of December 31, 2025, the Company has state NOL tax benefits of $15.3 million which will expire between December
31, 2026 and December 31, 2045. As of December 31, 2025, the Company has $2.2 million of federal general business credit
carryforwards which will expire between December 31, 2042 and December 31, 2045. As of December 31, 2025, the Company
had $9.4 million of foreign tax credit carryforwards of which $7.2 million will expire on December 31, 2027 and $2.2 million
will expire on December 31, 2035. As of December 31, 2025, the Company has foreign NOLs of $304.2 million and tax
benefits of $69.5 million, most of which have unlimited carryforward periods.
As of December 31, 2025, the Company has recorded $3.6 million of deferred taxes on approximately $313.4 million of
unremitted earnings of non-U.S. subsidiaries that may be remitted to the U.S.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31,
2025, 2024 and 2023 was as follows:
(in millions)
2025
2024
2023
Balance at beginning of year
$
20.7
$
28.0
$
39.1
Additions for tax positions of prior years
0.5
3.5
3.6
Reductions for tax positions of prior years
(22.1)
(5.6)
(17.7)
Increase (decrease) resulting from foreign currency translation
2.1
(5.2)
3.0
Balance at end of year
$
1.2
$
20.7
$
28.0
As of December 31, 2025, the amount of unrecognized tax benefits decreased to $1.2 million, all of which would impact
our effective tax rate, if recognized.
Interest and penalties related to unrecognized tax benefits are recognized within "Income tax expense" in the Consolidated
Statements of Income. As of December 31, 2025, we have accrued a cumulative $0.4 million for interest and penalties on the
unrecognized tax benefits.
As of December 31, 2025, the U.S. federal statute of limitations remains open for the year 2021 and forward. Foreign and
U.S. state jurisdictions have statutes of limitations generally ranging from 2 to 6 years. As of December 31, 2025, years still
open to examination by foreign tax authorities in major jurisdictions include Australia (2021 forward), Brazil (2020 forward),
Canada (2020 forward), Germany (2020 forward), Sweden (2023 forward), and the U.K. (2024 forward). We are currently
under examination in the U.S. and various foreign jurisdictions.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
81
Under ASU 2023-09 for which the Company is adopting on a prospective basis, the reconciliation of cash income taxes
paid for the year ended December 31, 2025 was as follows:
(in millions)
2025
U.S. federal
$
6.2
U.S. state and local
(0.1)
Foreign
Brazil
$
11.2
Canada
1.9
Mexico
2.0
Spain
1.9
Germany
3.0
United Kingdom
1.9
Other
7.7
Total foreign tax payments
29.6
Total income tax payments (net of refunds)
$
35.7
Organisation for Economic Co-operation and Development (“OECD”) Global Anti-Base Erosion Model Rules (Pillar
Two)
Legislatures and taxing authorities in many jurisdictions in which we operate may enact changes to, or seek to enforce,
novel interpretations of their tax rules. These changes may include modifications that can be temporary or permanent. For
example, the Organisation for Economic Cooperation and Development (the "OECD"), the European Union, and other
countries (including countries in which we operate) have committed to enacting substantial changes to numerous long-standing
tax principles impacting how large multinational enterprises are taxed. In particular, the OECD's Pillar Two initiative
introduces a 15 percent global minimum tax (the "Global Minimum Tax") applied on a country-by-country basis and some
jurisdictions have enacted a Global Minimum Tax effective January 1, 2024 while others are still evaluating the situation. As of
December 31, 2025, we have recorded $1.1 million of tax expense related to Global Minimum Tax. Management will continue
to assess the impact and materiality of these potential new rules as well as any other changes in domestic and international tax
rules and regulations.
One Big Beautiful Bill Act ("OB3")
On July 4, 2025, the One Big Beautiful Bill Act ("OB3") was enacted into law. The OB3 includes significant provisions,
such as allowing for accelerated tax deductions for qualified property and research expenditures, and reinstating the use of
earnings before interest, taxes, depreciation, and amortization in determining tax deductions related to business interest
expense. In addition to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, the OB3 also
modifies the international tax framework and restores favorable tax treatment for certain business provisions. The legislation
has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
Brazil Tax Assessments
In connection with our May 1, 2012, acquisition of the Mead Consumer and Office Products business ("Mead C&OP"),
we assumed all of the tax liabilities for the acquired foreign operations including ACCO Brazil. 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"). 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 Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
82
ACCO Brazil challenged both the foregoing assessments at the administrative level in the Brazilian Administrative Court
of Tax Appeals ("BACTA"). Following adverse decisions from the BACTA concerning the deductibility of goodwill, ACCO
Brazil appealed the decisions to the Brazilian judicial courts. Although we believed we had meritorious defenses, because there
is no settled legal precedent on which to base a definitive opinion as to whether we would ultimately prevail, we considered the
outcome of these disputes to be uncertain. Since it was not more likely than not that we would prevail, in 2012 we recorded an
initial reserve in the amount of $44.5 million (at December 31, 2012 exchange rates) in consideration of this contingency, of
which $43.3 million was recorded as an adjustment to the purchase price, and which included the 2007-2012 tax years plus
penalties and interest through December 2012. Between the time we recorded this initial reserve and June 13, 2025, we adjusted
the reserve for various developments affecting the contingency, and on that date, we had reserved $20.5 million in tax,
penalties, and interest (at June 13, 2025 exchange rates and reported in "Other non-current liabilities").
While the judicial appeals were pending, in January 2025, the Attorney General's Office of the Brazilian National
Treasury ("Brazilian Treasury") offered an amnesty program in which it agreed to dismiss with prejudice any pending goodwill
cases in exchange for the payment of at least 35 percent of the outstanding assessment principal, interest, and legal fees on or
before June 30, 2025. After considering this offer and to avoid further expense and uncertainty, ACCO Brazil decided to
participate in the amnesty program. In June 2025, the Brazilian Treasury accepted ACCO Brazil's intent to participate in the
amnesty program. The total amount of the settlement under this program was determined to be $7.4 million. The Company paid
an initial installment of $2.0 million on June 30, 2025, and under the terms of the settlement, the remaining $5.4 million will be
paid in monthly installments, including interest, through June 2026. Upon completion of these payments, the pending cases will
be dismissed with prejudice, thereby resolving the matter.
13. Earnings per Share
Total outstanding shares as of December 31, 2025, 2024 and 2023 were 90.1 million, 92.9 million and 94.9 million,
respectively. Under our stock repurchase authorization, for the years ended December 31, 2025, and 2024 there were 3.2
million and 2.9 million shares repurchased and retired, respectively. For the year ended December 31, 2023, we did not
repurchase any shares. For the years ended December 31, 2025, 2024 and 2023, we acquired 0.2 million, 0.4 million, and 0.3
million shares, respectively, related to tax withholding in connection with stock-based compensation.
The calculation of basic earnings per share of common stock is based on the weighted-average number of shares of
common stock outstanding in the year, or period, over which they were outstanding. Except when the impact would be anti-
dilutive, our calculation of diluted earnings per share of common stock assumes that the number of shares of common stock
outstanding is increased by shares that would be issued upon exercise of those stock awards for which the average market price
for the period exceeds the exercise price less the shares that could have been purchased by the Company with the related
proceeds, including compensation expense measured but not yet recognized.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
83
Our weighted-average shares outstanding for the years ended December 31, 2025, 2024 and 2023 were as follows:
Year Ended December 31,
(in millions except per share data)
2025
2024
2023
Net income (loss)
$
41.3
$
(101.6)
$
(21.8)
Determination of shares:
Weighted-average number of common shares outstanding
92.1
95.6
95.3
Shares issuable on exercise of stock awards, net of shares assumed to be
purchased out of proceeds at average market price
1.9
—
—
Average common shares outstanding for fully diluted computation(1)
94.0
95.6
95.3
Per share:
Basic income (loss) per share
$
0.45
$
(1.06)
$
(0.23)
Diluted income (loss) per share
$
0.44
$
(1.06)
$
(0.23)
Shares outstanding as of December 31,
90.1
92.9
94.9
(1) Due to the net loss during the twelve months ended December 31, 2024 and 2023, diluted earnings per share are the same
as basic earnings per share.
Awards of potentially dilutive shares of common stock, which have exercise prices that were higher than the average
market price during the period, are not included in the computation of dilutive earnings per share as their effect would have
been anti-dilutive. For the years ended December 31, 2025, 2024 and 2023, the number of anti-dilutive shares were
approximately 10.4 million, 10.1 million, and 9.9 million, respectively.
14. Derivative Financial Instruments
We are exposed to various market risks, including changes in foreign currency exchange rates and interest rate changes.
We enter into financial instruments to manage and reduce the impact of these risks, not for trading or speculative purposes. The
counterparties to these financial instruments are major financial institutions. We continually monitor our foreign currency
exposures in order to maximize the overall effectiveness of our foreign currency hedge positions. Principal currencies hedged
against the U.S. dollar include the Euro, Australian dollar, Canadian dollar, Swedish krona, British pound, and Japanese yen.
We are subject to credit risk, which relates to the ability of counterparties to meet their contractual payment obligations or the
potential non-performance by counterparties to financial instrument contracts. Management continues to monitor the status of
our counterparties and will take action, as appropriate, to further manage our counterparty credit risk. There are no credit
contingency features in our derivative financial instruments.
When hedge accounting is applicable, on the date we enter into a derivative, the derivative is designated as a hedge of the
identified exposure. We measure the effectiveness of our hedging relationships both at hedge inception and on an ongoing
basis.
Forward Currency Contracts
We enter into forward foreign currency contracts with third parties to reduce the effect of fluctuating foreign currencies,
primarily on foreign denominated inventory purchases and intercompany loans. Our primary exposure to currency movements
is in the Euro, the Swedish krona, the British pound, the Brazilian real, the Australian dollar, the Canadian dollar, and the
Mexican peso.
Forward currency contracts are used to hedge foreign denominated inventory purchases for Europe, Australia, Canada,
Japan, and New Zealand, and are designated as cash flow hedges. Unrealized gains and losses on these contracts are deferred in
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
84
AOCI until the contracts are settled and the underlying hedged transactions relating to inventory purchases are recognized, at
which time the deferred gains or losses will be reported in the "Cost of products sold" line in the Consolidated Statements of
Income. As of December 31, 2025 and 2024, we had cash flow foreign exchange contracts outstanding with a U.S. dollar
equivalent notional value of $101.5 million and $76.9 million, respectively, which were designated as hedges.
Forward currency contracts used to hedge foreign denominated intercompany loans are not designated as hedging
instruments. Gains and losses on these derivative instruments are recognized within "Other expense (income), net" in the
Consolidated Statements of Income and are largely offset by the change in the current translated value of the hedged item. The
periods of the forward foreign exchange contracts correspond to the periods of the hedged transactions, with some relating to
intercompany loans which extend beyond December 2026. As of December 31, 2025 and 2024, we had foreign exchange
contracts outstanding with a U.S. dollar equivalent notional value of $38.7 million and $73.6 million, respectively, which were
not designated as hedges.
The following table summarizes the fair value of our derivative financial instruments as of December 31, 2025, and 2024:
Fair Value of Derivative Instruments
Derivative Assets
Derivative Liabilities
(in millions)
Balance Sheet
Location
December 31,
2025
December 31
,
2024
Balance Sheet
Location
December 31,
2025
December 31
,
2024
Derivatives designated as
hedging instruments:
Foreign exchange contracts
Other current
assets
$
0.3
$
4.0
Other current
liabilities
$
1.2
$
—
Derivatives not designated
as hedging instruments:
Foreign exchange contracts
Other current
assets
0.3
0.3
Other current
liabilities
—
0.3
Foreign exchange contracts
Other non-current
assets
—
9.0
Other non-current
liabilities
—
9.0
Total derivatives
$
0.6
$
13.3
$
1.2
$
9.3
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
85
The following tables summarize the pre-tax effect of the Company’s derivative financial instruments on the Consolidated
Statements of Income for the years ended December 31, 2025, 2024 and 2023:
The Effect of Derivative Instruments in Cash Flow Hedging Relationships on the Consolidated
Financial Statements
Amount of Gain (Loss) Recognized in
AOCI (Effective Portion)
Location of
(Gain) Loss
Reclassified from
AOCI to Income
Amount of (Gain) Loss Reclassified
from AOCI to Income (Effective
Portion)
Year Ended
December 31,
Year Ended
December 31,
(in millions)
2025
2024
2023
2025
2024
2023
Cash flow hedges:
Foreign exchange contracts
$
(5.0) $
5.1
$
0.4
Cost
of products sold
$
1.1
$
(1.3) $
(2.8)
The Effect of Derivatives Not Designated as Hedging Instruments
on the Consolidated Financial Statements
Location of (Gain) Loss
Recognized in Income on
Derivatives
Amount of (Gain) Loss Recognized in Income
Year Ended December 31,
(in millions)
2025
2024
2023
Foreign exchange contracts
Other expense (income),
net
$
0.4
$
(4.5)
$
0.1
15. Fair Value of Financial Instruments
In establishing a fair value, there is a fair value hierarchy that prioritizes the inputs to valuation techniques used to
measure fair value. The basis of the fair value measurement is categorized in three levels, in order of priority, as described
below:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2
Unadjusted quoted prices in active markets for similar assets or liabilities, or
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
Inputs other than quoted prices that are observable for the asset or liability
Level 3
Unobservable inputs for the asset or liability
We utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their
entirety based on the lowest level of input that is significant to the fair value measurement.
We have determined that our financial assets and liabilities described in "Note 14. Derivative Financial Instruments" are
Level 2 in the fair value hierarchy. The following table sets forth our financial assets and liabilities that were accounted for at
fair value on a recurring basis as of December 31, 2025, and 2024:
(in millions)
December 31,
2025
December 31,
2024
Assets:
Forward currency contracts
$
0.6
$
13.3
Liabilities:
Forward currency contracts
$
1.2
$
9.3
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
86
Our forward currency contracts are included in "Other current assets," "Other current liabilities," "Other non-current
assets," or "Other non-current liabilities." The forward foreign currency exchange contracts are primarily valued based on the
foreign currency spot and forward rates quoted by banks or foreign currency dealers. As such, these derivative instruments are
classified within Level 2.
The fair values of cash and cash equivalents, notes payable to banks, accounts receivable and accounts payable
approximate carrying amounts due principally to their short maturities. The carrying amount of total debt was $840.9 million
and $839.7 million, and the estimated fair value of total debt was $799.2 million and $789.4 million, each as of December 31,
2025, and 2024, respectively. The fair values are determined from quoted market prices, where available, and from using
current interest rates based on credit ratings and the remaining terms of maturity.
Non-recurring Fair Value Measurements
On a non-recurring basis, we remeasure the fair value of the goodwill of our reporting units and of our trade name
indefinite-lived intangibles if an event or circumstance indicates that it is more likely than not that an impairment loss has been
incurred. The fair value of our reporting units and trade names are considered Level 3 measurements. Level 3 measurements
require significant unobservable inputs that are reflected in our assumptions. See "Note 10. Goodwill and Identifiable
Intangible Assets" for more information.
16. Accumulated Other Comprehensive Income (Loss)
AOCI is defined as net income (loss) and other changes in stockholders’ equity from transactions and other events from
sources other than stockholders. The components of, and changes in, AOCI were as follows:
(in millions)
Derivative
Financial
Instruments
Foreign
Currency
Adjustments
Unrecognized
Pension and
Other Post-
retirement
Benefit Costs
Accumulated
Other
Comprehensi
ve Income
(Loss)
Balance at December 31, 2023
$
(0.7)
$
(349.8)
$
(175.8)
$
(526.3)
Other comprehensive income (loss) before reclassifications, net of tax
3.6
(66.1)
9.1
(53.4)
Amounts reclassified from accumulated other comprehensive income
(loss), net of tax
(0.8)
—
8.4
7.6
Balance at December 31, 2024
$
2.1
$
(415.9)
$
(158.3)
$
(572.1)
Other comprehensive income (loss) before reclassifications, net of tax
(3.6)
56.5
(9.4)
43.5
Amounts reclassified from accumulated other comprehensive income
(loss), net of tax
0.8
—
5.2
6.0
Balance at December 31, 2025
$
(0.7)
$
(359.4)
$
(162.5)
$
(522.6)
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
87
The reclassifications out of AOCI for the years ended December 31, 2025, 2024 and 2023 were as follows:
Year Ended December 31,
(in millions)
2025
2024
2023
Details about Accumulated Other
Comprehensive Income (Loss) Components
Amount Reclassified from Accumulated Other
Comprehensive Income (Loss)
Location on Income
Statement
Gain (loss) on cash flow hedges:
Foreign exchange contracts
$
(1.1)
$
1.3
$
2.8
Cost of products sold
Tax benefit (expense)
0.3
(0.5)
(0.8)
Income tax expense
Net of tax
$
(0.8)
$
0.8
$
2.0
Defined benefit plan items:
Amortization of net actuarial loss(1)
$
(6.6)
$
(11.1)
$
(5.9)
Amortization of prior service cost(1)
(0.3)
(0.3)
(0.3)
Total before tax
(6.9)
(11.4)
(6.2)
Tax benefit
1.7
3.0
0.7
Income tax expense
Net of tax
$
(5.2)
$
(8.4)
$
(5.5)
Total reclassifications for the period, net of tax
$
(6.0)
$
(7.6)
$
(3.5)
(1)
These AOCI components are included in the computation of net periodic benefit (income) cost for pension and post-
retirement plans (See "Note 6. Pension and Other Retiree Benefits" for additional details).
17. 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 be received in exchange for those goods or services. 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. To identify the performance obligations, the Company considers all products and services promised
regardless of whether they are explicitly stated or implied within the contract or by standard business practices.
Freight and distribution activities performed before the customer obtains control of the goods are not considered promised
services under customer contracts and therefore are not distinct performance obligations. The Company has chosen to account
for shipping and handling activities as a fulfillment activity, and therefore accrues the expense of freight and distribution in
"Cost of products sold" when product is shipped.
As of December 31, 2024, there was $2.9 million of unearned revenue associated with outstanding service or extended
maintenance agreements ("EMAs"), primarily reported in "Other current liabilities." During the year ended December 31, 2025,
$2.5 million of the unearned revenue was earned and recognized. As of December 31, 2025, the amount of unearned revenue
from EMAs was $2.5 million. We expect to earn and recognize approximately $2.1 million of the unearned amount in the next
12 months and $0.4 million in periods beyond the next 12 months.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
88
The following tables present our net sales disaggregated by regional geography(1), based upon our operating segments for
the years ended December 31, 2025, 2024 and 2023, and our net sales disaggregated by the timing of revenue recognition for
the years ended December 31, 2025, 2024 and 2023:
(in millions)
2025
2024
2023
United States
$
647.3
$
719.7
$
796.2
Canada
77.8
88.0
95.0
Latin America
169.3
192.2
244.5
ACCO Brands Americas
894.4
999.9
1,135.7
EMEA(1)
482.0
521.8
547.2
Australia/N.Z.
115.9
112.3
118.5
Asia
32.4
32.2
31.4
ACCO Brands International
630.3
666.3
697.1
Net sales(2)
$
1,524.7
$
1,666.2
$
1,832.8
(1)
ACCO Brands EMEA is comprised largely of Europe, but also includes export sales to the Middle East and Africa.
(2)
Net sales are attributed to geographic areas based on the location of the selling subsidiaries.
(in millions)
2025
2024
2023
Product and services transferred at a point in time
$
1,493.5
$
1,629.7
$
1,794.1
Product and services transferred over time
31.2
36.5
38.7
Net sales
$
1,524.7
$
1,666.2
$
1,832.8
18. Information on Operating Segments
The Company has two operating segments based in different geographic regions: Americas and International. Each
operating segment designs, markets, sources, manufactures and sells recognized consumer, technology, and business branded
products used in schools, homes, and at work. Product designs are tailored to end-user preferences in each geographic region,
and where possible, leverage common engineering, design, and sourcing.
Our Chief Operating Decision Maker ("CODM"), which is our President and Chief Executive Officer, analyzes and
evaluates the Company's financial results at the operating segment level to assess performance and allocate resources. This
includes net revenue, gross margins, operating income, restructuring expense, components of working capital investments, and
other ratio performance metrics. The significant expense categories and amounts align with the segment-level information that
is regularly provided to the CODM.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
89
The Company's two operating segments are as follows:
Operating Segment
Geography
Primary Brands
Primary Products
ACCO Brands
Americas
United States,
Canada and
Latin America
AT-A-GLANCE®,
Barrilito®, Five Star®,
Foroni®, GBC®, Hilroy®,
Kensington®, Mead®,
PowerA®, Quartet®,
Swingline® and Tilibra®
Note taking products, gaming
and computer accessories;
planners; workspace machines,
tools and essentials and dry
erase boards and accessories.
ACCO Brands
International
EMEA,
Australia/N.Z.,
and Asia
Artline®*, Buro®,
Derwent®, Esselte®,
Franken®, GBC®,
Kensington®, Leitz®,
Marbig®, NOBO®,
PowerA®, Rapid®, Rexel®
and Spirax®
*Australia/N.Z. only
Filing and organization
products; workspace machines,
tools and essentials; gaming
and computer accessories; dry
erase boards and accessories;
ergonomic products; seating;
and writing and art products.
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. 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.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
90
The operating results regularly provided to the CODM for our operating segments for the years ended December 31,
2025, 2024 and 2023 were as follows:
For The Year Ended December 31, 2025
For The Year Ended December 31, 2024
ACCO Brands
Americas
ACCO Brands
International
Total
ACCO Brands
Americas
ACCO Brands
International
Total
Net Sales
$
894.4 $
630.3 $
1,524.7
$
999.9 $
666.3 $
1,666.2
Cost of products sold
598.3
426.4
1,024.7
666.0
444.8
1,110.8
Gross profit
296.1
203.9
500.0
333.9
221.5
555.4
Sales and marketing expenses(1)
108.8
92.0
200.8
115.2
91.5
206.7
Administrative expenses(2)
58.1
48.0
106.1
64.9
51.9
116.8
Restructuring
7.7
14.1
21.8
6.5
6.9
13.4
Gain on the disposal of assets
(5.7)
(1.1)
(6.8)
—
—
—
Impairment of goodwill and intangible
assets
—
—
—
165.2
—
165.2
All other(3)
29.5
16.7
46.2
27.6
17.1
44.7
Segment operating income (loss)
97.7
34.2
131.9
(45.5)
54.1
8.6
Corporate expense
39.6
45.6
Total consolidated operating income
(loss)
92.3
(37.0)
Interest expense, net
36.4
45.1
Non-operating pension expense
2.5
6.1
Other expense (income)
4.3
(0.9)
Income (loss) before income tax
$
49.1
$
(87.3)
For The Year Ended December 31, 2023
ACCO Brands
Americas
ACCO Brands
International
Total
Net Sales
$
1,135.7 $
697.1 $
1,832.8
Cost of products sold
761.7
472.8
1,234.5
Gross profit
374.0
224.3
598.3
Sales and marketing expenses(1)
123.7
94.2
217.9
Administrative expenses(2)
75.2
52.3
127.5
Restructuring
16.7
9.9
26.6
Impairment of goodwill and intangible assets
89.5
—
89.5
All other(3)
25.0
18.3
43.3
Segment operating income
43.9
49.6
93.5
Corporate expense
48.8
Total consolidated operating income
44.7
Interest expense, net
51.5
Non-operating pension expense
1.8
Other expense, net
4.5
Loss before income tax
$
(13.1)
(1)
Sales and Marketing consists primarily of advertising, marketing, selling, customer service expenses, and research and
development.
(2)
Admin expense consists primarily of executive, finance, information technology and human resources expenses.
(3)
All other expense primarily consists of amortization of intangibles.
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
91
The following table presents the measure of operating segment assets used by the Company’s CODM as of December 31,
2025, and 2024:
(in millions)
2025
2024
ACCO Brands Americas
$
445.9
$
418.0
ACCO Brands International
202.9
201.3
Total segment assets(4)
648.8
619.3
Goodwill
478.5
446.4
Identifiable intangibles, net
696.9
709.6
Property, plant and equipment, net
138.8
137.5
Unallocated assets(5)
290.0
315.6
Total assets
$
2,253.0
$
2,228.4
(4)
Segment assets represent assets that are regularly provided to the CODM and consist of accounts receivable less
allowances and inventory.
(5)
Unallocated assets consist primarily of cash, deferred taxes, derivatives, prepaid pension assets, prepaid debt issuance
costs, and right of use asset, leases.
Property, plant and equipment, net by operating segment as of December 31, 2025, and 2024 was as follows:
(in millions)
2025
2024
U.S.
$
48.5
$
51.1
Canada
0.8
0.9
Latin America
24.2
22.7
ACCO Brands Americas
73.5
74.7
ACCO Brands EMEA
55.8
53.5
Australia/N.Z.
8.9
8.7
Asia-Pacific
0.6
0.6
ACCO Brands International
65.3
62.8
Property, plant and equipment, net
$
138.8
$
137.5
Capital spend by operating segment for the years ended December 31, 2025, 2024 and 2023 was as follows:
(in millions)
2025
2024
2023
ACCO Brands Americas
$
13.4
$
10.2
$
7.7
ACCO Brands International
6.1
6.8
7.6
Total capital spend
$
19.5
$
17.0
$
15.3
Depreciation expense by operating segment for the years ended December 31, 2025, 2024 and 2023 was as follows:
(in millions)
2025
2024
2023
ACCO Brands Americas
$
17.4
$
19.2
$
20.4
ACCO Brands International
9.2
9.2
12.3
Total depreciation
$
26.6
$
28.4
$
32.7
ACCO Brands Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
92
Top Customers
Net sales to our five largest customers totaled $484.7 million, $532.9 million and $609.0 million for the years ended
December 31, 2025, 2024 and 2023, respectively. For the year ended December 31, 2025, net sales to Amazon, our largest
customer, were $158.1 million (10 percent). Except as disclosed, no other customer represented more than 10 percent of net
sales in any of the last three years.
As of December 31, 2025 and 2024, our top five trade accounts receivable totaled $117.0 million and $116.3 million,
respectively.
19. Commitments and Contingencies
Brazil Tax Assessments
In connection with our May 1, 2012, acquisition of the Mead C&OP business, we assumed all of the tax liabilities for the
acquired foreign operations including ACCO Brazil. In June 2025, we agreed with the Brazilian Treasury to settle the Brazil
Tax Assessments pursuant to an amnesty program. For further information, see "Note 12. Income Taxes - Brazil Tax
Assessments".
Pending Litigation
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. Any
litigation regarding patents or other intellectual property could be costly and time-consuming and might require us to pay
monetary damages or enter into costly license agreements. 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 matters will not have a material
adverse effect on our financial condition, results of operations, or cash flow. However, there is no assurance that we will
ultimately be successful in our defense of any of these matters or that an adverse outcome in any matter will not affect our
results of operations, financial condition, or cash flow. Further, future claims, lawsuits, and legal proceedings could materially
and adversely affect our business, reputation, results of operations, and financial condition.
Unconditional Purchase Commitments
Future minimum payments under unconditional purchase commitments as of December 31, 2025 were as follows:
(in millions)
2026
$
107.0
2027
5.6
2028
4.3
2029 and thereafter
—
Total unconditional purchase commitments(1)
$
116.9
(1)
Unconditional purchase commitments primarily consist of non-cancelable purchase orders for raw materials and finished
goods and contracts.
93
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Management's Evaluation of Disclosure Controls and Procedures
We seek to maintain disclosure controls and procedures that are designed to ensure that information required to be
disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is
recorded, processed, summarized, and reported within the time periods specified in the applicable Securities and Exchange
Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the
supervision of our Chief Executive Officer and Chief Financial Officer, and with the participation of our Disclosure
Committee, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-
15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.
(b) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that
have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
(c) Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed by
and under the supervision of our Chief Executive Officer and Chief Financial Officer and effected by management and our
board of directors to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the
U.S.
In designing and evaluating our internal control over financial reporting, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance of achieving
the desired control objective. Also, projections of any evaluation of the effectiveness of our internal control over financial
reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
As required by Section 404 of the Sarbanes-Oxley Act of 2002, management assessed the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework
(2013). Our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by
KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8. of this
report.
94
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025, no director or officer of the Company who is required to file reports
under Section 16 of the Exchange Act informed us that he or she adopted, materially modified or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
95
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required under this Item with respect to the executive officers of the Company is incorporated by reference to
"Item 1. Business" of this Form 10-K. Except as provided below, all other information required by this Item will be contained
in the Company’s 2026 Definitive Proxy Statement, which is expected to be filed with the SEC prior to March 27, 2026, and is
incorporated herein by reference.
Code of Conduct
The Company maintains a code of conduct as required by the listing standards of the New York Stock Exchange
("NYSE") and rules of the SEC. This code applies to all of the Company’s directors, officers, and employees. The code of
conduct is published and available at the Governance section of the Company’s internet website at www.accobrands.com. The
Company will post on its website any amendments to, or waivers from, our code of conduct applicable to any of its directors or
executive officers. The foregoing information will be available in print to any stockholder who requests such information from
ACCO Brands Corporation, Four Corporate Drive, Lake Zurich, IL 60047, Attn: Office of the General Counsel.
Insider Trading
The Company maintains Insider Trading Compliance Policy and Procedures governing the purchase, sale, and other
dispositions of its securities by directors, officers, and employees that is reasonably designed to promote compliance with
insider trading laws, rules and regulations and NYSE listing standards. The Insider Trading Compliance Policy and Procedures
is filed as Exhibit 19 to this Annual Report Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information required under this Item will be contained in the Company’s 2026 Definitive Proxy Statement, which is
expected to be filed with the SEC prior to March 27, 2026, and is incorporated herein by reference.
96
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table gives information, as of December 31, 2025, about our common stock that may be issued upon the
exercise of options and other equity awards under all compensation plans under which equity securities are reserved for
issuance.
Plan category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
(a)
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
(b)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a)
(c)
Equity compensation plans approved by security holders
5,028,188
$
8.48
3,226,570
(1
)
Equity compensation plans not approved by security holders
—
—
—
Total
5,028,188
$
8.48
3,226,570
(1
)
(1)
These are shares available for grant as of December 31, 2025 under the 2022 ACCO Brands Corporation Incentive Plan,
as amended (the "Plan"), pursuant to which the Compensation and Human Capital Committee of the Board of Directors or
the Board of Directors may make various stock-based awards, including grants of stock options, stock-settled appreciation
rights, restricted stock, restricted stock units, and performance stock units. In addition to these shares, shares covered by
outstanding awards under the Plan that were forfeited or otherwise terminated may become available for grant under the
Plan and, to the extent such shares have become available as of December 31, 2025, they are included in the table as
available for grant.
Other information required under this Item will be contained in the Company’s 2026 Definitive Proxy Statement, which is
expected to be filed with the SEC prior to March 27, 2026, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required under this Item will be contained in the Company’s 2026 Definitive Proxy Statement, which is
expected to be filed with the SEC prior to March 27, 2026, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required under this Item will be contained in the Company’s 2026 Definitive Proxy Statement, which is
expected to be filed with the SEC prior to March 27, 2026, and is incorporated herein by reference.
97
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following Exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC, as
indicated in the description of each. We agree to furnish to the SEC upon request a copy of any instrument with respect to long-
term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10 percent of our
total assets on a consolidated basis.
(a) Financial Statements, Financial Statement Schedules and Exhibits
i.
All Financial Statements
The following consolidated financial statements of the Company and its subsidiaries are filed as part of this report under
Part II, Item 8. - Financial Statements and Supplementary Data:
Page
Reports of Independent Registered Public Accounting Firm
43
Consolidated Balance Sheets as of December 31, 2025 and 2024
46
Consolidated Statements of Income (Loss) for the years ended December 31, 2025, 2024 and 2023
47
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023
48
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
49
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023
50
Notes to Consolidated Financial Statements
51
ii.
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts and Reserves for each of the years ended December 31, 2025, 2024 and
2023.
iii.
Exhibits:
A list of exhibits filed or furnished with this Report on Form 10-K (or incorporated by reference to exhibits previously
filed or furnished by the Company) is provided in the accompanying Exhibit Index.
ITEM 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
Number Description of Exhibit
98
Exhibit
Number
Description of Exhibit
Certificate of Incorporation and Bylaws
3.1
Restated Certificate of Incorporation of ACCO Brands Corporation (incorporated by reference to Exhibit 3.1 to
ACCO Brands Corporation's Quarterly Report on Form 10-Q filed with the SEC on October 30, 2019 (File No.
001-08454))
3.2
By-laws of ACCO Brands Corporation, as amended through December 5, 2022 (incorporated by reference to
Exhibit 3.1 to ACCO Brands Corporation's Current Report on Form 8-K filed with the SEC on December 7, 2022
(File No. 001-08454))
Instruments defining the rights of security holders, including indentures
4.1
Indenture dated as of March 15, 2021, among the Company, as issuer, the guarantors named therein and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed with the SEC on March 16, 2021 (File No. 001-08454))
4.2
Description of securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.2
to ACCO Brands Corporation's Annual Report on Form 10-K filed with the SEC on February 27, 2020 (File No.
001-08454))
Material Contracts
10.1
Third Amended and Restated Credit Agreement, dated as of January 27, 2017, among the Company, certain
subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other agents and various
lenders party hereto (incorporated by reference to Exhibit 10.11 to ACCO Brands Corporation's Annual Report on
Form 10-K filed with the SEC on February 27, 2017 (File No. 001-08454))
10.2
First Amendment to the Third Amended and Restated Credit Agreement, dated as of July 26, 2018, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent and the other
agents and various lenders party hereto (incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's
Quarterly Report on Form 10-Q filed with the SEC on October 30, 2018 (File No. 001-08454))
10.3
Second Amendment to Third Amended and Restated Credit Agreement, dated as of May 23, 2019, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's Current Report on
Form 8-K filed with the SEC on May 23, 2019 (File No. 001-08454))
10.4
Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 1, 2020, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's Current Report on
Form 8-K filed with the SEC on May 1, 2020 (File No. 001-08454))
10.5
Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of November 10, 2020, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's Current Report on
Form 8-K filed with the SEC on November 12, 2020 (File No. 001-08454))
10.6
Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of March 31, 2021, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on April 1, 2021 (File No. 001-08454))
EXHIBIT INDEX
Number Description of Exhibit
99
10.7
Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of November 7, 2022, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on November 7, 2022 (File No. 001-08454))
10.8
Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of October 30, 2024, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on October 31, 2024 (File No. 001-08454))
10.9
Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of July 29, 2025, among the
Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other
lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed
with the SEC on July 31, 2025 (File No. 001-08454))
Executive Compensation Plans and Management Contracts
10.10
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's
Current Report on Form 8-K filed with the SEC on December 24, 2008 (File No. 001-08454))
10.11
Amended and Restated ACCO Brands Deferred Compensation Plan for Non-Employee Directors, effective
December 14, 2009 (incorporated by reference to Exhibit 10.41 to ACCO Brands Corporation's Annual Report on
Form 10-K filed with the SEC on February 26, 2010 (File No. 001-089454))
10.12
2011 Amended and Restated ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 10.1
to ACCO Brands Corporation's Current Report on Form 8-K filed with the SEC on May 20, 2011 (File No. 001-
08454))
10.13
Amendment of 2011 Amended and Restated ACCO Brands Corporation Incentive Plan (incorporated by reference
to Exhibit 10.1 to ACCO Brands Corporation's Current Report on Form 8-K filed with the SEC on April 24, 2012
(File No. 001-08454))
10.14
Amendment to Deferred Compensation Plan for Non-Employee Directors, effective January 1, 2014 (incorporated
by reference to Exhibit 10.15 to ACCO Brands Corporation's Annual Report on Form 10-K filed with the SEC on
February 25, 2014 (File No. 001-089454))
10.15
Form of 2011 Amended and Restated Incentive Plan Directors Restricted Stock Unit Award Agreement
(incorporated by reference to Exhibit 10.16 to ACCO Brands Corporation's Annual Report on Form 10-K filed with
the SEC on February 25, 2014 (File No. 001-089454))
10.16
Form of Non-qualified Stock Option Agreement under the 2011 Amended and Restated Incentive Plan
(incorporated by reference to Exhibit 10.2 to ACCO Brands Corporation's Current Report on Form 8-K filed with
the SEC on March 10, 2014 (File No. 001-08454))
10.17
Second Amendment of 2011 Amended and Restated ACCO Brands Corporation Incentive Plan (incorporated by
reference to Exhibit 10.4 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed with the SEC on
April 30, 2014 (File No. 001-08454))
10.18
ACCO Brands Corporation Incentive Plan, which is an amendment and restatement of the Amended and Restated
ACCO Brands Corporation 2011 Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to ACCO
Brands Corporation's Registration Statement on Form S-8 filed with the SEC on May 12, 2015 (File No. 001-
08454))
EXHIBIT INDEX
Number Description of Exhibit
100
10.19
Form of Directors Restricted Stock Unit Award Agreement under the ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's Current Report on Form 8-K filed with
the SEC on May 18, 2015 (File No. 001-08454))
10.20
Form of Restricted Stock Unit Award Agreement under the ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.2 to ACCO Brands Corporation's Current Report on Form 8-K filed with
the SEC on May 18, 2015 (File No. 001-08454))
10.21
Form of Nonqualified Stock Option Award Agreement under the ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.4 to ACCO Brands Corporation's Current Report on Form 8-K filed with
the SEC on May 18, 2015 (File No. 001-08454))
10.22
ACCO Brands Corporation Executive Severance Plan, as amended and restated effective January 1, 2019
(incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's Current Report on Form 8-K filed with
the SEC on October 22, 2018 (File No. 001-09454))
10.23
ACCO Brands Corporation Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.26
to ACCO Brands Corporation's Annual Report on Form 10-K filed with the SEC on February 27, 2019 (File No.
001-09454))
10.24
2019 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 99 to the Company’s
Registration Statement on Form S-8 filed with the SEC on May 21, 2019)
10.25
Form of Directors Restricted Stock Unit Award Agreement under the 2019 ACCO Brands Corporation Incentive
Plan (incorporated by reference to Exhibit 10.3 to ACCO Brands Corporation's Quarterly Report on Form 10-Q
filed with the SEC on July 31, 2019 (File No. 001-08454))
10.26
Form of Restricted Stock Unit Award Agreement under the 2019 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.4 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on July 31, 2019 (File No. 001-08454))
10.27
Form of Performance Stock Unit Award Agreement under the 2019 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.5 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on July 31, 2019 (File No. 001-08454))
10.28
Form of Nonqualified Stock Option Award Agreement under the 2019 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.6 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on July 31, 2019 (File No. 001-08454))
10.29
Form of Nonqualified Stock Option Award Agreement under the 2019 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on May 5, 2020 (File No. 001-08454))
10.30
Form of Nonqualified Stock Option Award Agreement - Non-U.S. Employees under the 2019 ACCO Brands
Corporation Incentive Plan (incorporated by reference to Exhibit 10.2 to ACCO Brands Corporation's Quarterly
Report on Form 10-Q filed with the SEC on May 5, 2020 (File No. 001-08454))
10.31
ACCO Brands Corporation Deferred Compensation Plan for Non-Employee Directors Restated Effective December
3, 2019 (incorporated by reference to Exhibit 10.31 to ACCO Brands Corporation's Annual Report on Form 10-K
filed with the SEC on February 27, 2020 (File No. 001-08454))
10.32
Form of Cash-Based Award Agreement under the 2019 ACCO Brands Corporation Incentive Plan (incorporated by
reference to Exhibit 10.1 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed with the SEC on
July 30, 2021 (File No. 001-08454))
EXHIBIT INDEX
Number Description of Exhibit
101
10.33
Form of Performance Stock Unit Award Agreement under the 2019 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.2 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on July 30, 2021 (File No. 001-08454))
10.34
Form of Special Performance Stock Unit Award Agreement under the 2019 ACCO Brands Corporation Incentive
Plan (incorporated by reference to Exhibit 10.3 to ACCO Brands Corporation's Quarterly Report on Form 10-Q
filed with the SEC on July 30, 2021 (File No. 001-08454))
10.35
Offer Letter dated as of February 17, 2022 between ACCO Brands Corporation and Deborah A. O'Connor
(incorporated by reference to Exhibit 10.33 to ACCO Brands Corporation's Annual Report on Form 10-K filed with
the SEC on February 24, 2023 (File No. 001-08454))
10.36
2022 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 99 to the Company’s
Registration Statement on Form S-8 filed with the SEC on May 17, 2022)
10.37
Form of Nonqualified Stock Option Award Agreement under the 2022 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on August 9, 2022 (File No. 001-08454))
10.38
Form of Performance Stock Unit Award Agreement under the 2022 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.2 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on August 9, 2022 (File No. 001-08454))
10.39
Form of Restricted Stock Unit Award Agreement under the 2022 ACCO Brands Corporation Incentive Plan
(incorporated by reference to Exhibit 10.3 to ACCO Brands Corporation's Quarterly Report on Form 10-Q filed
with the SEC on August 9, 2022 (File No. 001-08454))
10.40
Form of Directors Restricted Stock Unit Award Agreement under the 2022 ACCO Brands Corporation Incentive
Plan (incorporated by reference to Exhibit 10.4 to ACCO Brands Corporation's Quarterly Report on Form 10-Q
filed with the SEC on August 9, 2022 (File No. 001-08454))
10.41
First Amendment to 2022 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 10.1 to
ACCO Brands Corporation’s Form 8-K filed with the SEC on May 19, 2023 (File No. 001-08454))
10.42
Employment Contract, dated January 29, 2024, between Mr. Cezary Monko and Esselte Polska Sp. z o o.
(incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation’s Form 8-K filed with the SEC on January
30, 2024 (File No. 001-08454))
10.43
Transition Agreement, effective as of January 27, 2025, between ACCO Brands Corporation and Pamela Schneider
(incorporated by reference to Exhibit 10.1 to ACCO Brands Corporation’s Form 10-Q filed with the SEC on May 2,
2025 (File No. 001-08454))
10.44
Second Amendment to 2022 ACCO Brands Corporation Incentive Plan (incorporated by reference to Exhibit 99.2
to the Company's Registration Statement on Form S-8 filed with the SEC on May 20, 2025)
Other Exhibits
19
ACCO Brands Corporation Insider Trading Compliance Policy and Procedures (incorporated by reference to
Exhibit 19 to ACCO Brands Corporation's Annual Report on Form 10-K filed with the SEC on February 23, 2024
(File No. 001-08454))
21.1
Subsidiaries of the Registrant*
EXHIBIT INDEX
Number Description of Exhibit
102
23.1
Consent of KPMG LLP*
24.1
Power of attorney*
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
97
ACCO Brands Corporation Recoupment or Forfeiture of Incentive Payments Policy (incorporated by reference to
Exhibit 97 to ACCO Brands Corporation's Annual Report on Form 10-K filed with the SEC on February 23, 2024
(File No. 001-08454))
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
103
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
REGISTRANT:
ACCO BRANDS CORPORATION
By:
/s/ Thomas W. Tedford
Thomas W. Tedford
President and Chief Executive Officer, Director
(principal executive officer)
By:
/s/ Deborah A. O'Connor
Deborah A. O'Connor
Executive Vice President and Chief Financial
Officer (principal financial officer)
By:
/s/ James M. Dudek, Jr.
James M. Dudek, Jr.
Senior Vice President, Corporate Controller and Chief
Accounting Officer
(principal accounting officer)
March 9, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Thomas W. Tedford
President and Chief Executive
Officer, Director
(principal executive officer)
March 9, 2026
Thomas W. Tedford
/s/ Deborah A. O'Connor
Executive Vice President and
Chief Financial Officer
(principal financial officer)
March 9, 2026
Deborah A. O'Connor
/s/ James M. Dudek, Jr.
Senior Vice President,
Corporate Controller and Chief
Accounting Officer
(principal accounting officer)
March 9, 2026
James M. Dudek, Jr.
/s/ Joseph B. Burton*
Director
March 9, 2026
Joseph B. Burton
/s/ Kathleen S. Dvorak*
Director
March 9, 2026
Kathleen S. Dvorak
/s/ Pradeep Jotwani*
Director
March 9, 2026
Pradeep Jotwani
104
Signature
Title
Date
/s/ Robert J. Keller*
Director
March 9, 2026
Robert J. Keller
/s/ Ron Lombardi*
Director
March 9, 2026
Ron Lombardi
/s/ Graciela Monteagudo*
Director
March 9, 2026
Graciela Monteagudo
/s/ E. Mark Rajkowski*
Director
March 9, 2026
E. Mark Rajkowski
/s/ Elizabeth A. Simermeyer*
Director
March 9, 2026
Elizabeth A. Simermeyer
/s/ Deborah A. O'Connor
* Deborah A. O'Connor as
Attorney-in-Fact
ACCO Brands Corporation
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE II
105
Allowances for Doubtful Accounts
Changes in the allowances for doubtful accounts were as follows:
Year Ended December 31,
(in millions)
2025
2024
2023
Balance at beginning of year
$
6.7
$
9.3
$
9.1
Additions charged to expense
3.6
0.7
1.3
Deductions - write offs
(3.9)
(2.2)
(1.6)
Foreign exchange changes
0.5
(1.1)
0.5
Balance at end of year
$
6.9
$
6.7
$
9.3
Allowances for Sales Discounts and Other Credits
Changes in the allowances for sales discounts and returns were as follows:
Year Ended December 31,
(in millions)
2025
2024
2023
Balance at beginning of year
$
7.9
$
11.6
$
15.6
Additions charged to expense
8.7
5.2
8.1
Deductions
(6.7)
(8.8)
(11.8)
Foreign exchange changes
—
(0.1)
(0.3)
Balance at end of year
$
9.9
$
7.9
$
11.6
Allowances for Cash Discounts
Changes in the allowances for cash discounts were as follows:
Year Ended December 31,
(in millions)
2025
2024
2023
Balance at beginning of year
$
1.6
$
2.0
$
1.9
Additions charged to expense
17.2
18.4
20.7
Deductions - discounts taken
(17.0)
(18.7)
(20.7)
Foreign exchange changes
—
(0.1)
0.1
Balance at end of year
$
1.8
$
1.6
$
2.0
Warranty Reserves
Changes in the reserve for warranty claims were as follows:
Year Ended December 31,
(in millions)
2025
2024
2023
Balance at beginning of year
$
4.9
$
6.0
$
6.4
Provision for warranties issued
2.6
2.8
3.8
Deductions - settlements made (in cash or in kind)
(3.5)
(3.6)
(4.5)
Foreign exchange changes
0.5
(0.3)
0.3
Balance at end of year
$
4.5
$
4.9
$
6.0
ACCO Brands Corporation
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE II (Continued)
106
Income Tax Valuation Allowance
Changes in the deferred tax valuation allowances were as follows:
Year Ended December 31,
(in millions)
2025
2024
2023
Balance at beginning of year
$
60.3
$
59.2
$
51.9
Net increase to valuation allowance - expense
3.3
2.4
5.4
Foreign exchange changes
4.3
(1.3)
1.9
Balance at end of year
$
67.9
$
60.3
$
59.2
Valuation and qualifying accounts and reserves fluctuate with company operating performance.
See accompanying report of independent registered public accounting firm.