8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2019

ACCO BRANDS CORPORATION

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-08454	36-2704017
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Four Corporate Drive Lake Zurich, IL 60047		60047
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (847) 541-9500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

o Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

o Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Section 7 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure.

A copy of the letter accompanying the 2018 Annual Report of ACCO Brands Corporation (the “Company”) from the Company's Chairman, President and Chief Executive Officer, which was first made available to stockholders of the Company on April 4, 2019, is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in or furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, unless specifically incorporated by reference therein. This report will not be deemed a determination or an admission as to the materiality of any information contained in or furnished under Item 7.01 of this report that is required to be disclosed solely by Regulation FD. The information in and furnished under Item 7.01 of this report may be accurate only as of the date hereof and is subject to change. The Company does not assume any obligation to update the information furnished with this report.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits.

(d)  Exhibits

99.1    2018 Annual Report Stockholder Letter.

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
99.1	2018 Annual Report Stockholder Letter.

SIGNATURES

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

		ACCO Brands Corporation (Registrant)
Date:	April 5, 2019	By:	/s/ Pamela R. Schneider
			Name: Pamela R. Schneider
			Title: Senior Vice President,
			General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

March 25, 2019

Dear ACCO Brands Shareholder:

Over the past several years, we have made great progress in transforming ACCO Brands Corporation from a predominantly North American office products company to a global enterprise focused on consumer-demanded brands and products with a diversified customer base. Our 2017 purchase of the Esselte business in Europe continues to make positive contributions to revenue and profits, and we further expanded in Mexico with the acquisition of the Barrilito® brands of school and consumer products in 2018. During this same period, we have complemented these accretive acquisitions with ongoing cost reductions and productivity improvement initiatives, and grown operating cash flow, returning some of this cash to our shareholders by initiating a share repurchase program in 2014 and a quarterly dividend in 2018. In total we returned $216 million to shareholders over the last 4 ½ years, including $100 million in 2018.

Our financial results were mixed for 2018. Net sales decreased modestly to $1.94 billion from $1.95 billion in 2017, as growth from acquisitions was offset by lower sales and foreign exchange. Sales declines in the U.S., Australia and legacy ACCO Brands Mexico businesses were partially offset by growth in EMEA, Brazil and Canada. Net income in 2018 was $106.7 million, or $1.00 per share, compared to $131.7 million, or $1.19 per share, in the prior year. The decline in net income was primarily due to the non-repeat of a one-time tax benefit, as well as lower sales and profit in the U.S.

The headwinds in our U.S. business were the largest contributor to the degradation in our financial performance, which was disappointing to me and to our management team. From 2014 through 2017, profits improved in the U.S. every year, despite the erosion of sales in the consolidating office superstore channel. In 2018, a new dynamic emerged - the two dominant office wholesalers were planning to merge, but one of them subsequently became the target of an acquisition by an office superstore. During this period, which extended from April to the end of the year, the wholesalers drastically drew down their inventories and reduced their purchases from ACCO Brands and other suppliers. U.S. sales declined 7% in 2018, with approximately 4% of that the result of these events. Absent the turmoil in this channel, our U.S. sales decline would have been approximately 3%, consistent with the range that we have seen in recent years.

In addition, we saw major increases in raw materials and logistics costs in the U.S. beginning in the spring of 2018, with paper, steel, transportation, and fuel up double digits from 2017 levels. We also began to experience a progressive increase in tariffs on Chinese imports that continued through the year. In total, inflation and tariffs added approximately $15 million to our costs for the year.

We have reacted aggressively to these challenges with two price increases in late 2018 and early 2019, as well as additional cost reductions in the U.S., and believe, as a result of these and other actions, we will see profitability improvements in 2019.

We are confident that we have the right strategy for our company. We will continue to reorient our business toward faster-growing product categories and geographies, stronger brands, and complementary channels, both organically and through acquisitions. We will continue to drive aggressive productivity initiatives and scale our costs with revenues as appropriate. And we will continue to use our cash flow in a balanced way to reposition our business and reward our shareholders. I look forward to reporting on our continuing success in the months and years to come, and I appreciate your continuing support as a shareholder of ACCO Brands Corporation.

Sincerely,

/s/ Boris Elisman

Boris Elisman

Chairman, President and Chief Executive Officer

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