Skip to main content

ACCO BRANDS Corp

For the period ended Dec 31, 2025. Filed Mar 9, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 9, 2026

ACCO$5.06-3.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-21.

0000950170-25-024931

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-09.

0001193125-26-098616

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 140 previous paragraphs and 131 current paragraphs.

76 unchanged; 36 reworded; 19 added; 28 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

In reaction to the evolving tariff landscape, we have taken, and will continue to take, a number of actions:

Current report

Moved sourcing of our U.S. products to countries where we believe tariffs will be lower over the long term,

Current report

Expanded our SKU rationalization in the U.S. and offered our customers item substitutions for high-cost products.

Current report

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.

Current report

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).

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Removed paragraphs (28)

Previous report

For the year ended December 31, 2024, net sales decreased $166.6 million, or 9.1 percent, including $19.3 million, or 1.1 percent, from adverse foreign exchange. Comparable net sales decreased 8.0 percent. The sales decline was driven by lower volume, which was down 7.9 percent, primarily due to softer global business and consumer demand for certain office related product categories, lower back-to-school purchases by our customers in our Americas operating segment, and the exit of lower margin business primarily in North America which accounted for approximately 2.0 percent of the decline. These declines were partly offset by growth in the technology accessories categories.

Previous report

For the year ended December 31, 2024, restructuring charges were $16.8 million compared with $27.2 million in 2023. Restructuring expense in both years primarily relates to severance and other costs associated with our continuing footprint rationalization and cost reduction programs.

Previous report

For the year ended December 31, 2024, we recorded non-cash impairment charges of $165.2 million related to goodwill and an indefinite-lived trade name, compared to a non-cash goodwill impairment charge of $89.5 million in the prior year. Future events may occur that could further impair our goodwill or indefinite-lived intangible assets.

Previous report

See "Note 9. Goodwill and Identifiable Intangible Assets" to the consolidated financial statements contained in Part II, Item 8. of this report for more information.

Previous report

For the year ended December 31, 2024, we reported an operating loss of $37.0 million compared to income of $44.7 million in the prior year. The decline was primarily due to higher non-cash impairment charges of $75.7 million and lower gross profit, partly offset by lower SG&A and lower restructuring expenses as noted above. Foreign exchange reduced operating loss $3.3 million, or 7.4 percent.

Previous report

For the year ended December 31, 2024, non-operating pension expense was $6.1 million compared to $1.8 million for the year ended December 31, 2023. The increase of $4.3 million was primarily due to a settlement charge of $4.5 million resulting from the wind-up of the ACCO Brands Canada Salaried and Hourly pension plans which was completed in the second quarter of 2024.

Previous report

For the year ended December 31, 2024, we reported other income of $0.9 million, compared to other expense of $4.5 million for the year ended December 31, 2023. The current year income includes a gain on the sale of property of $1.3 million partially offset by the write-off of debt issuance costs of $1.0 million. The prior year included $5.1 million of expense related to exiting certain product lines.

Previous report

For the year ended December 31, 2024, net loss was $101.6 million, or $(1.06) per share, compared to $21.8 million, or $(0.23) per share, in the prior year. The increase in the net loss was primarily due to the higher non-cash impairment charges related to our intangible assets.

Previous report

For the year ended December 31, 2024, net sales decreased $135.8 million, or 12.0 percent, as a result of lower volume of $105.0 million, or 9.2 percent, and price decreases which reduced sales by $14.0 million, or 1.2 percent. The volume decline was primarily due to softer business and consumer demand for our back-to-school and office products as well as from the exit of lower margin business primarily in North America which accounted for approximately 3.0 percent. The decline was partly offset by growth in technology accessories. Adverse foreign exchange reduced net sales $16.7 million, or 1.5 percent.

Previous report

For the year ended December 31, 2024, operating loss was $45.5 million compared to operating income of $43.9 million in the prior year. The operating loss in the current year included non-cash intangible asset impairment charges totaling $165.2 million versus $89.5 million in the prior year. The decline in operating results reflects the impact of lower sales volume, partly offset by lower SG&A and lower restructuring expenses. The lower SG&A reflects our cost reduction initiatives and reduced incentive compensation. Adverse foreign exchange reduced operating loss $2.8 million or 6.4 percent.

Previous report

For the year ended December 31, 2024, net sales decreased $30.8 million, or 4.4 percent, primarily due to lower volume of $39.7 million, or 5.7 percent, partly offset by price increases which added $11.5 million, or 1.6 percent. The lower volume reflects reduced business and consumer demand for our office products, partly offset by growth in technology accessories. Adverse foreign exchange reduced sales $2.6 million, or 0.4 percent.

Previous report

For the year ended December 31, 2024, operating income increased $4.5 million, or 9.1 percent, primarily due to price increases and cost reduction actions, partly offset by the impact of lower volume. Adverse foreign exchange reduced operating income by $0.5 million, or 1.0 percent.

Previous report

Our Third Amended and Restated Credit Agreement was amended by the seventh amendment effective October 30, 2024, (as amended, the "Credit Agreement") and currently 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").

Previous report

The current financial covenants under the Credit Agreement are as follows:

Previous report

Minimum Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00:1.00; and

Previous report

Purchase obligations primarily consist of contracts and non-cancelable purchase orders for raw materials and finished goods.

Previous report

The U.S. Tax Cuts and Jobs Act requires companies to pay a one-time Transition Toll Tax, which is payable over eight years.

Previous report

Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2024, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $20.7 million of unrecognized tax benefits have been excluded from the contractual obligations table above. For further information, see "Note 11. Income Taxes" to the consolidated financial statements contained in Part II, Item 8. of this report.

Previous report

During the second quarter, we identified a triggering event for our indefinite-lived trade names within our Americas reporting unit indicating that it was more likely than not that an impairment loss had been incurred. The triggering event was a decline in forecasted cash flows within certain product categories. Accordingly, as of May 31, 2024, we completed an impairment assessment, on a quantitative basis, for our indefinite-lived trade names utilizing a relief-from-royalty discounted cash flows approach. The result of our assessment was that the fair value of the Five Star® indefinite-lived trade name did not exceed its carrying value resulting in an impairment charge of $37.7 million. The result of our assessment of the Swingline® and ACCO® indefinite-lived trade names was that the fair value of each exceeded its carrying value and we concluded that no impairment existed.

Previous report

As of June 1, 2024, we changed our Five Star® and Swingline® indefinite-lived trade names to amortizable intangible assets as they no longer met the indefinite-lived criteria. We began amortizing both trade names on a straight-line basis over a life of 30 years as of June 1, 2024.
Reworded paragraphs (36)

Previous wording

ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. These brands include At-A-Glance, Barrilito, Esselte, Five Star, Foroni, GBC, Hilroy, Kensington, Leitz, Mead, PowerA, Quartet, Rapid, Swingline, Tilibra and other. Our products are sold primarily in the U.S., Europe, Australia, Canada, Brazil and Mexico.

Current wording

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.

Previous wording

Effective January 1, 2024, the Company reorganized into two operating segments, the Americas and International. Americas includes the U.S., Canada, Brazil, Mexico and Chile and International includes EMEA, Australia, New Zealand and Asia. This reorganization has and will continue to simplify and delayer the Company's operating structure and reduce costs through headcount reductions, supply change optimization, global footprint rationalization, and better leverage of our sourcing capabilities. Prior period results have been reclassified to reflect this change in our operating segments. 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.

Current wording

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.

Previous wording

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, technology distributors, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, and contract stationers. We also sell directly through e-commerce sites and our direct sales organization.

Current wording

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.

Previous wording

In 2024, our net sales decreased $166.6 million, or 9.1 percent, compared to the prior year. Globally, demand was softer for certain office related products. In addition, the decline in sales reflects lower back-to-school purchases by our customers in our Americas operating segment, as well as the exit of lower margin business, primarily in North America. These declines were partially offset by growth in the technology accessories categories. Gross margin increased 70 basis points compared to the prior-year period, primarily due to the impact of cost reduction actions, partly offset by the impact of volume declines.

Current wording

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.

Previous wording

We reported an operating loss of $37.0 million in 2024 compared to operating income of $44.7 million in 2023. The decrease was primarily due to higher non-cash goodwill and intangible asset impairment charges compared to the prior year, partly offset by lower restructuring charges.

Current wording

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.

Previous wording

We reported a net loss of $101.6 million, or $(1.06) per share, compared to a net loss of $21.8 million, or $(0.23) per share in the prior year. The reported net loss reflects higher non-cash goodwill and intangible asset impairment charges and lower benefits from discrete tax items.

Current wording

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.

Previous wording

Operating cash flows for the year provided cash of $148.2 million and $128.7 million in 2024 and 2023, 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.

Current wording

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.

Previous wording

For the year ended December 31, 2024, gross profit decreased $42.9 million, or 7.2 percent, primarily due to volume declines partly offset by the positive impact of cost reductions, including productivity, product mix and sourcing actions. Gross profit margin improved 70 basis points. Adverse foreign exchange reduced gross profit by $6.2 million, or 1.0 percent.

Current wording

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.

Previous wording

Selling, general and administrative expenses ("SG&A") include advertising, marketing, selling (including commissions), research and development, customer service, depreciation related to assets outside the manufacturing and distribution processes, and all other general and administrative expenses outside the manufacturing and distribution functions (e.g., finance, human resources, information technology).

Previous wording

For the year ended December 31, 2024, SG&A decreased $27.8 million, or 7.1 percent, primarily due to the impact of global cost reduction actions and lower incentive compensation expense, partly offset by people cost inflation. Favorable foreign exchange reduced SG&A by $2.3 million, or 0.6 percent.

Current wording

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.

Previous wording

For the year ended December 31, 2024, interest expense decreased $6.0 million, primarily due to lower variable interest rates on lower variable debt balances versus the prior year. The weighted average interest rate on $264.7 million of outstanding variable rate debt as of December 31, 2024 decreased to 5.15 percent from 6.38 percent in the prior year.

Current wording

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.

Previous wording

For the year ended December 31, 2024, we recorded income tax expense of $14.3 million on loss before taxes of $87.3 million. This compared with an income tax expense of $8.7 million on loss before taxes of $13.1 million for the year ended December 31, 2023. The increase in tax expense was primarily due to an income tax benefit from the release of certain unrecognized tax benefits related to the Brazil Tax Assessments in 2023 of $13.3 million which did not repeat, partly offset by a reduction in pretax book income.

Current wording

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.

Previous wording

Segment Net Sales and Operating (Loss) Income for the Years Ended December 31, 2024 and 2023

Current wording

Segment Net Sales and Operating Income (Loss) for the Years Ended December 31, 2025 and 2024

Previous wording

Segment operating (loss) income excludes corporate costs. See "Part II, Item 8. Note 17. Information on Operating Segments" for a reconciliation of total "Segment operating (loss) income" to "(Loss) income before income tax."

Current wording

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."

Previous wording

Segment operating income excludes corporate costs. See "Part II, Item 8. Note 17. Information on Operating Segments" for a reconciliation of total "Segment operating (loss) income" to "(Loss) income before income tax."

Current wording

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."

Previous wording

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, 2024, there was $126.3 million in borrowings outstanding under the

Current wording

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

Previous wording

Revolving Facility ($34.4 million reported in "Current portion of long-term debt" and $91.9 million reported in "Long-term debt, net"), and the amount available for borrowings was $329.6 million (allowing for $11.6 million of letters of credit outstanding on that date). We had $74.1 million in cash on hand as of December 31, 2024.

Current wording

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.

Previous wording

The $264.7 million of debt currently outstanding under our senior secured credit facilities has a weighted average interest rate of 5.15 percent as of December 31, 2024 and the $575.0 million outstanding principal amount of our senior unsecured notes due March 2029 ("Senior Unsecured Notes") has a fixed interest rate of 4.25 percent.

Current wording

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.

Previous wording

Maximum Consolidated Leverage Ratio financial covenant for all first and second fiscal quarters is 4.50x dropping to 4.00x for all third and fourth fiscal quarters.

Current wording

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.

Previous wording

As of December 31, 2024, the applicable rate on Euro, Australian and Canadian dollar loans was 2.00 percent and the applicable rate on Base Rate loans was 1.00 percent. Undrawn amounts under the Revolving Facility are subject to a commitment fee rate of 0.25 percent to 0.375 percent per annum, depending on the Company's Consolidated Leverage Ratio. As of December 31, 2024, the commitment fee rate was 0.35 percent.

Current wording

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.

Previous wording

As of December 31, 2024, our Consolidated Leverage Ratio was approximately 3.38 to 1.00 versus our maximum covenant of 4.00 to 1.00. Our Interest Coverage Ratio was approximately 5.35 to 1.00 versus the minimum covenant of 3.00 to 1.00.

Current wording

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.

Previous wording

As of and for the periods ended December 31, 2024 and December 31, 2023, the Company was in compliance with all applicable loan covenants under the Credit Agreement and the Senior Unsecured Notes.

Current wording

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.

Previous wording

During 2024, the Company announced a multi-year restructuring and cost savings program, with anticipated annualized pre-tax cost savings of at least $60.0 million when fully realized. Given the macro uncertainties, the Company has increased its savings target by $40.0 million and now anticipates the multi-year program to yield approximately $100.0 million in annualized 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 the Company's sourcing capabilities.

Current wording

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.

Previous wording

During the year ended December 31, 2024, the Company recorded $16.8 million in restructuring expenses: $6.5 million of restructuring expense for our Americas segment; $6.9 million for our International segment; and $3.4 million for Corporate. Restructuring charges in 2024 were primarily for severance costs related to cost reduction initiatives.

Current wording

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.

Previous wording

During the year ended December 31, 2024, our cash and cash equivalents increased $7.7 million compared to an increase of $4.2 million during the prior year. The following table summarizes our cash flows for the periods presented:

Current wording

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:

Previous wording

Cash provided by operating activities during the twelve months ended December 31, 2023, was driven by inflows of $141.2 million (excluding the non-cash impacts primarily of amortization of intangibles, depreciation, stock-based compensation expense, and non-cash goodwill impairment charges that are included in our net loss). This was partially offset by cash used by trade working capital of $21.1 million, which includes accounts receivable, inventory and accounts payable. In addition, there was a net cash inflow of $8.6 million for all other assets and liabilities.

Current wording

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.

Previous wording

Cash used by investing activities during the twelve months ended December 31, 2023, was primarily due to capital expenditures partially offset by proceeds of $2.2 million from the sale of our facility in Japan.

Current wording

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.

Previous wording

Cash used by financing activities during the twelve months ended December 31, 2023, was primarily due to debt repayments exceeding borrowings and dividend payments.

Current wording

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.

Previous wording

The Company had 92.9 million and 94.9 million shares of common stock outstanding as of December 31, 2024, and 2023, respectively.

Current wording

The Company had 90.1 million and 92.9 million shares of common stock outstanding as of December 31, 2025, and 2024, respectively.

Previous wording

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 of 5, 7, 10, 15, 23 or 30 years.

Current wording

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.

Previous wording

During the second quarter, we identified triggering events within our Americas reporting unit indicating that it was more likely than not that an impairment loss had been incurred. The triggering events included a decline in forecasted cash flows within specific product categories, and a decline in our stock price. Accordingly, as of May 31, 2024, we completed an impairment assessment, on a quantitative basis, of goodwill for both the Americas and International reporting units. The result of our assessment was that the fair value of the Americas reporting unit did not exceed its carrying value resulting in an impairment charge of $127.5 million. The result of our assessment was that the fair value of the International reporting unit exceeded its carrying value and we concluded that no impairment existed.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

We recognized pension expense of $7.1 million and $2.8 million for the years ended December 31, 2024, and 2023,respectively and pension income of $3.1 million for the year ended December 31, 2022. Post-retirement income was $0.4 million, $0.3 million, and $0.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. The increase in pension expense was primarily due to settlement costs and changes in discount rates.

Current wording

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.

Previous wording

The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, 2024, 2023 and 2022 were as follows:

Current wording

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:

Previous wording

In 2025, we expect pension expense of approximately $3.0 million. and post-retirement income $0.2 million of approximately.

Current wording

In 2026, we expect pension expense of approximately $0.2 million and post-retirement income of approximately $0.4 million.

Previous wording

Pension and post-retirement liabilities of $117.2 million as of December 31, 2024, decreased from $157.6 million at December 31, 2023. The decrease was primarily due to updated assumptions and foreign exchange, partly offset by cash contributions.

Current wording

Pension and post-retirement liabilities of $117.5 million as of December 31, 2025, increased from $117.2 million at December 31, 2024.