10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2007

Commission File Number 001-08454

ACCO Brands Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 36-2704017
(I.R.S. Employer
Identification Number)

300 Tower Parkway
Lincolnshire, Illinois 60069
(Address of Registrant’s Principal Executive Office, Including Zip Code)

(847) 541-9500
(Registrant’s Telephone Number, Including Area Code)

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer þ     Accelerated filer o     Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

As of November 1, 2007, the registrant had outstanding 54,085,711 shares of Common Stock.

     This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results of operations of the registrant could differ materially from those projected in the forward-looking statements as a result of a number of important factors. For a discussion of important factors that could affect our results, please refer to PART I, ITEM 1A. Risk Factors, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2006, and discussions set forth in PART I, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, below.

     Unless the context otherwise requires, the terms “ACCO Brands,” “we,” “us,” “our,” “the Company” and other similar terms refer to ACCO Brands Corporation and its consolidated subsidiaries.

Website Access To Securities and Exchange Commission Reports

     The Company’s Internet website can be found at www.accobrands.com. 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 Securities and Exchange Commission.

     It is suggested that the condensed consolidated financial statements included herein in PART I, ITEM 1. Financial Information, be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2006.

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TABLE OF CONTENTS

 Amended and Restated Deferred Compensation Plan

 Certification of CEO Pursuant to Section 302

 Certification of CFO Pursuant to Section 302

 Certification of CEO Pursuant to Section 906

 Certification of CFO Pursuant to Section 906

 Form of Directors Restricted Stock Unit Award Agreement

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCO Brands Corporation and Subsidiaries
Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2007			2006
(in millions of dollars)	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	44.1		$	50.0
Accounts receivable, net		394.3			427.4
Inventories, net		307.4			277.6
Deferred income taxes		38.7			37.2
Other current assets		37.5			30.0
Total current assets		822.0			822.2
Property, plant and equipment, net		225.0			217.2
Deferred income taxes		76.3			79.2
Goodwill		451.9			438.3
Identifiable intangibles, net		230.9			233.6
Other assets		83.6			59.1
Total assets	$	1,889.7		$	1,849.6
Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks	$	15.6		$	4.7
Current portion of long-term debt		14.7			0.1
Accounts payable		176.3			189.2
Accrued compensation		35.3			36.5
Accrued customer program liabilities		112.7			121.9
Other current liabilities		128.1			143.7
Total current liabilities		482.7			496.1
Long-term debt		793.0			800.3
Deferred income taxes		93.4			99.7
Postretirement and other liabilities		84.4			69.5
Total liabilities		1,453.5			1,465.6
Commitments and Contingencies — Note 12
Common stock		0.6			0.6
Treasury stock		(1.1	)		(1.1	)
Paid-in capital		1,388.7			1,374.6
Accumulated other comprehensive loss		(25.4	)		(50.1	)
Accumulated deficit		(926.6	)		(940.0	)
Total stockholders’ equity		436.2			384.0
Total liabilities and stockholders’ equity	$	1,889.7		$	1,849.6

See notes to condensed consolidated financial statements.

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ACCO Brands Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions of dollars, except per share data)	2007			2006			2007			2006
Net sales	$	494.7		$	499.2		$	1,405.5		$	1,430.4
Cost of products sold		346.5			352.8			989.4			1,027.5
Advertising, selling, general and administrative expenses		107.2			112.6			333.3			329.7
Amortization of intangibles		2.6			2.5			7.9			8.5
Restructuring and asset impairment charges		11.4			5.8			14.5			25.6
Operating income		27.0			25.5			60.4			39.1
Interest expense, net		16.5			16.5			47.4			47.2
Other income, net		(3.0	)		(2.4	)		(5.5	)		(4.1	)
Income (loss) before income taxes and minority interest		13.5			11.4			18.5			(4.0	)
Income taxes		4.6			(6.9	)		4.6			(12.5	)
Minority interest		0.2			0.2			0.5			0.3
Net income	$	8.7		$	18.1		$	13.4		$	8.2
Basic earnings per common share	$	0.16		$	0.34		$	0.25		$	0.15
Diluted earnings per common share	$	0.16		$	0.33		$	0.24		$	0.15
Weighted average number of shares outstanding:
Basic		54.0			53.5			54.0			53.3
Diluted		55.0			54.3			55.0			54.1

See notes to condensed consolidated financial statements.

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ACCO Brands Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months Ended
	September 30,
(in millions of dollars)	2007			2006
Operating activities
Net income	$	13.4		$	8.2
Restructuring, impairment and other non-cash charges		1.2			5.2
Loss on sale of assets		0.2			0.9
Depreciation		25.2			29.5
Amortization of debt issuance costs		3.2			3.7
Amortization of intangibles		7.9			8.5
Stock-based compensation		10.3			14.3
Changes in balance sheet items:
Accounts receivable		43.7			38.7
Inventories		(23.1	)		(16.8	)
Other assets		(7.3	)		(7.4	)
Accounts payable		(18.9	)		19.9
Accrued expenses and other liabilities		(32.1	)		(17.2	)
Income taxes		(4.6	)		(24.2	)
Other operating activities, net		(3.5	)		(1.2	)
Net cash provided by operating activities		15.6			62.1
Investing activities
Additions to property, plant and equipment		(38.1	)		(22.1	)
Proceeds from the disposition of assets		0.8			5.5
Other investing activities		—			2.1
Net cash used by investing activities		(37.3	)		(14.5	)
Financing activities
Repayments of long-term debt		—			(100.8	)
Borrowings (repayments) of short-term debt, net		10.3			(0.8	)
Proceeds from the exercise of stock options		3.7			9.8
Other financing activities		—			(0.2	)
Net cash provided (used) by financing activities		14.0			(92.0	)
Effect of foreign exchange rate changes on cash		1.8			2.6
Net decrease in cash and cash equivalents		(5.9	)		(41.8	)
Cash and cash equivalents
Beginning of period		50.0			91.1
End of period	$	44.1		$	49.3

See notes to condensed consolidated financial statements.

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ACCO Brands Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

     The management of ACCO Brands Corporation is responsible for the accuracy and internal consistency of the preparation of the consolidated financial statements and footnotes contained in this quarterly report on Form 10-Q.

     Certain reclassifications have been made in the prior period’s financial statements to conform to the current year presentation.

     The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although the Company believes the disclosures are adequate to make the information presented not misleading, certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2006.

     The condensed consolidated balance sheet as of September 30, 2007, the related condensed consolidated statements of income for the three and nine months ended September 30, 2007 and 2006, and the related condensed consolidated statements of cash flows for the nine months ended September 30, 2007 and 2006 are unaudited. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required annually by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments consisting of only normal recurring adjustments necessary for a fair presentation of the financial statements have been included. Interim results may not be indicative of results for a full year.

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

     On January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. As a result of the implementation of FIN 48, the Company did not recognize an increase or decrease in the liability for unrecognized tax benefits.

     Effective January 1, 2007, the Company realigned and reclassified certain businesses, resulting in a change in the Company’s reportable segments. Prior year amounts included herein have been restated to conform to the current year presentation.

2. Significant Accounting Policies

          Income Taxes

     In accordance with Statement of Financial Accounting Standards No. 109, Accounting for 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.

     The amount of income taxes that we pay is subject to ongoing audits by federal, state and foreign tax authorities. The Company’s estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts and circumstances existing at each reporting date. Tax positions are recognized as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority, when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Any differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liability for income taxes payable or a reduction of an income tax refund receivable; a reduction in a deferred tax asset or an increase in a deferred tax liability; or both.

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     The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes in its results of operations.

3. Information on Business Segments

     As of January 1, 2007, the Company realigned and reclassified certain businesses, resulting in the following changes:

• The Company created a new business segment, the Document Finishing Group, which consists of the following businesses:

o the businesses comprising its former Other Commercial segment (consisting of the Document Finishing and Day-Timers businesses);

o the Company’s document communication business, which was transferred from the Office Products Group; and

o the Company’s high-speed and other binding business, which was transferred from the former Industrial Print Finishing Group (“IPFG”) business segment.

• In addition, the remaining components of the former IPFG business segment began reporting as the Commercial Laminating Solutions Group business segment to more appropriately reflect the remaining operations.

     The Company’s realigned business segments are further described below.

  Office Products Group

     The Office Products Group includes three broad consumer-focused product groupings throughout our global operations. These product groupings are: Workspace Tools (stapling and punch products and supplies), Visual Communication (dry erase boards, easels, laser pointers, overhead projectors and supplies) and Storage and Organization (storage bindery, filing systems, and business essentials). Our businesses, principally in North America, Europe and Asia-Pacific, distribute and sell such products on a regional basis.

     Our office products are manufactured internally or sourced from outside suppliers. The customer base to which our office products are sold is made up of large global and regional resellers of our product. It is through these large resellers that the Company’s office products reach the end consumer.

  Document Finishing Group

     The Document Finishing Group provides document solutions throughout a document’s lifecycle. Primary solutions include Finishing (binding, lamination and punching equipment, binding and lamination supplies, report covers, and custom and stock binders and folders), Archival (report covers), Destruction (shredders) and Services (machine maintenance and repair services). Also included in this business is our Personal Planning Solutions business (personal organization tools, including time management products), primarily under the Day-Timer^® brand name.

     Document Finishing products are manufactured both internally and by third-party manufacturing partners. Products are sold directly to high volume end-users, commercial reprographic centers and indirectly to lower volume consumers worldwide.

     Our Day-Timers business includes U.S., New Zealand and U.K. operating companies, which sell products regionally to consumers, primarily utilizing their own manufacturing, customer service and distribution structures. Approximately two-thirds of the Day-Timers business is through the direct channel, which markets product through periodic sales catalogs and ships product directly to our end-user customers. The remainder of the business sells to large resellers and commercial dealers.

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   Computer Products Group

     The Computer Products Group designs, distributes, markets and sells accessories for laptop and desktop computers and Apple^® iPod^® products. These accessories primarily include security locks, power adapters, input devices such as mice and keyboards, computer carrying cases, hubs and docking stations and technology accessories for iPods^®. The Computer Products Group sells mostly under the Kensington brand name, with the majority of its revenue coming from the U.S. and Western Europe.

     All of our computer products are manufactured to our specifications by third-party suppliers, principally in Asia, and are stored and distributed from our regional facilities. Our computer products are sold primarily to consumer electronic retailers, information technology value-added resellers, original equipment manufacturers and office products retailers.

   Commercial Laminating Solutions Group

     The Commercial Laminating Solutions Group (“CLSG”) targets book publishers, “print-for-pay” and other finishing customers who use our professional grade finishing equipment and supplies. CLSG’s primary products include thermal and pressure-sensitive laminating films, mid-range and commercial high-speed laminators and large-format digital print laminators. CLSG’s products and services are sold worldwide through direct, dealer and other channels.

     Financial information by reportable segment is set forth below. All prior year information has been restated to reflect the January 1, 2007 changes in business segments.

     Net sales by business segment are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions of dollars)	2007		2006		2007		2006
Office Products Group	$	244.8	$	252.3	$	690.4	$	714.7
Document Finishing Group		145.9		142.8		422.6		420.0
Computer Products Group		60.3		62.2		163.0		165.3
Commercial Laminating Solutions Group		43.7		41.9		129.5		130.4
Net sales	$	494.7	$	499.2	$	1,405.5	$	1,430.4

     Operating income by business segment is as follows (a):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in millions of dollars)	2007			2006			2007			2006
Office Products Group	$	14.4		$	11.9		$	38.4		$	11.3
Document Finishing Group		4.9			5.6			14.1			15.9
Computer Products Group		14.0			14.6			29.5			29.4
Commercial Laminating Solutions Group		0.3			1.4			0.9			8.6
Subtotal		33.6			33.5			82.9			65.2
Corporate		(6.6	)		(8.0	)		(22.5	)		(26.1	)
Operating income		27.0			25.5			60.4			39.1
Interest expense		16.5			16.5			47.4			47.2
Other income		(3.0	)		(2.4	)		(5.5	)		(4.1	)
Income (loss) before income taxes and minority interest	$	13.5		$	11.4		$	18.5		$	(4.0	)

(a) Operating income as presented in the segment table above is defined as i) net sales; ii) less cost of products sold; iii) less advertising, selling, general and administrative expenses; iv) less amortization of intangibles; and v) less restructuring charges.

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     Segment assets:

     The following table presents the measure of segment assets used by the Company’s chief operating decision maker (b), as required by Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information.

	September 30,		December 31,
(in millions of dollars)	2007		2006
Office Products Group	$	509.7	$	492.4
Document Finishing Group		275.2		280.3
Computer Products Group		105.9		100.4
Commercial Laminating Solutions Group		90.7		84.5
Total segment assets (b)		981.5		957.6
Unallocated assets		904.9		889.0
Corporate		3.3		3.0
Total assets	$	1,889.7	$	1,849.6

(b) Represents total assets, excluding: goodwill and identifiable intangibles resulting from business acquisitions, intercompany balances, cash, deferred taxes, prepaid pension assets, prepaid debt issuance costs and joint ventures accounted for on the equity basis.

     As a supplement to the presentation of segment assets presented above, the table below presents segment assets, including the allocation of identifiable intangible assets and goodwill resulting from business combinations (c).

	September 30,		December 31,
(in millions of dollars)	2007		2006
Office Products Group	$	852.4	$	828.4
Document Finishing Group		462.2		464.5
Computer Products Group		123.8		118.2
Commercial Laminating Solutions Group		225.9		218.4
Total segment assets (c)		1,664.3		1,629.5
Unallocated assets		222.1		217.1
Corporate		3.3		3.0
Total assets	$	1,889.7	$	1,849.6

(c) Represents total assets, excluding: intercompany balances, cash, deferred taxes, prepaid pension assets, prepaid debt issuance costs and joint ventures accounted for on the equity basis.

4. Restructuring and Restructuring-Related Charges

     In March, 2005, the Company announced its plan to merge with General Binding Corporation (“GBC”) and took certain restructuring actions in preparation for the merger. Subsequent to the merger, significant restructuring actions have been initiated, which have resulted in the closure or consolidation of facilities that are engaged in manufacturing and distributing the Company’s products, primarily in North America and Europe. The Company recorded pre-tax restructuring and asset impairment charges of $11.4 million and $5.8 million during the three months ended September 30, 2007 and 2006, respectively, and $14.5 million and $25.6 million during the nine months ended September 30, 2007 and 2006, respectively, related to these actions. Additional charges are expected to be incurred throughout 2007 and 2008 as the Company continues to identify and implement the specific phases of its strategic and business integration plans.

     A summary of the activity in the restructuring accounts and a reconciliation of the liability for, and as of, the nine months ended September 30, 2007 are as follows:

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	Balance at							Non-cash			Balance at
	December 31,				Cash			Write-offs/			September 30,
(in millions of dollars)	2006		Total Provision		Expenditures			Currency Change			2007
Employee termination costs	$	18.0	$	13.9	$	(10.0	)	$	0.8		$	22.7
Termination of lease agreements		4.5		0.3		(2.8	)		—			2.0
Subtotal		22.5		14.2		(12.8	)		0.8			24.7
Asset impairments (1)		—		0.3		—			(0.3	)		—
Net loss on disposal of assets resulting from restructuring activities		0.1		—		—			(0.1	)		—
Total rationalization of operations	$	22.6	$	14.5	$	(12.8	)	$	0.4		$	24.7

⁽¹⁾ Included in the total restructuring provision recognized during the nine months ended September 30, 2007 is a pre-tax charge of $0.3 million related to the exit of a facility meeting the criteria for recognition as an impaired disposal group as defined by SFAS 144, Impairment or Disposal of Long-Lived Assets. The decision to exit the facility was a part of the restructuring actions undertaken subsequent to the Company’s merger with GBC.

     Of the 1,309 positions planned for elimination under restructuring initiatives provided for through September 30, 2007, 823 had been eliminated as of the balance sheet date.

     Management expects the $22.7 million employee termination costs balance to be substantially paid within the next twelve months. Lease costs included in the $2.0 million balance are expected to continue until the last lease terminates in 2013.

     In association with the Company’s restructuring activities, certain restructuring-related costs were expensed to cost of products sold and advertising, selling, general and administrative expense in the income statement. These charges were principally related to the implementation of the new company footprint, including internal and external project management costs, outside consulting and strategic product category exits. For the nine months ended September 30, 2007 and 2006 these charges totaled $23.1 million and $14.6 million, respectively. The Company expects to record additional amounts as it continues its restructuring initiatives. In addition, the final charges related to planning for the integration of ACCO Brands and GBC businesses of $0.8 million were recorded during the nine months ended September 30, 2006 and were classified in advertising, selling, general and administrative expense in the income statement.

5. Acquisition and Merger

     On August 17, 2005, ACCO Brands acquired 100% of the outstanding common stock of GBC. The results of GBC’s operations have been included in ACCO Brands’ consolidated financial statements since the merger date.

     The determination of goodwill required in the purchase price allocation related to the acquisition included accruals for certain estimated costs, including those related to the closure of GBC facilities, the termination of GBC lease agreements and to GBC employee-related severance arrangements. The amount provided for these costs as of the date of acquisition was $33.4 million.

     The following table provides a reconciliation of the activity by cost category from December 31, 2006 through September 30, 2007.

	Balance at								Non-cash		Balance at
	December 31,		Adjustments to			Cash			Write-offs/		September 30,
(in millions of dollars)	2006		Reserve			Expenditures			Currency Change		2007
Employee termination costs	$	7.7	$	(0.5	)	$	(4.0	)	$	—	$	3.2
Termination of lease agreements		8.2		(0.1	)		(1.6	)		0.3		6.8
Other		1.7		(0.2	)		(0.3	)		0.1		1.3
Total	$	17.6	$	(0.8	)	$	(5.9	)	$	0.4	$	11.3

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6. Stock -Based Compensation

     The following table summarizes the Company’s stock-based compensation (including stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”)) for the three and nine months ended September 30, 2007 and 2006.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions of dollars)	2007		2006		2007		2006
Stock option compensation expense	$	1.5	$	3.2	$	5.1	$	9.5
RSU compensation expense		1.0		0.8		3.3		2.7
PSU compensation expense		—		0.7		1.9		2.1
Total	$	2.5	$	4.7	$	10.3	$	14.3

     Unrecognized compensation cost related to unvested stock options, RSUs and PSUs was approximately $4.9 million, $7.7 million and $6.8 million, respectively, as of September 30, 2007.

     On March 16, 2007, the Company’s Board of Directors approved a stock compensation grant, which consisted of 301,250 stock options, 145,700 RSUs and 287,750 PSUs. The Company’s Board of Directors approved additional grants of 143,975 RSUs on May 16, 2007 and 3,500 stock options, 3,500 RSUs and 3,500 PSUs on August 7, 2007.

7. Inventories

     Inventories are stated at the lower of cost or market value. The components of inventories were as follows:

	September 30,		December 31,
(in millions of dollars)	2007		2006
Raw materials	$	33.8	$	37.0
Work in process		10.5		10.8
Finished goods		263.1		229.8
Total inventories	$	307.4	$	277.6

8. Goodwill and Intangibles

     Goodwill

     As discussed in Note 3, as of January 1, 2007, the Company realigned and reclassified certain businesses and began reporting under this new structure in the first quarter of 2007. The December 31, 2006 goodwill balances presented below have been reallocated to the new reportable business segments to reflect this new structure. The goodwill balances by business segment as of December 31, 2006 and September 30, 2007 are as follows:

(in millions of dollars)	Balance at		Translation		Balance at
Reportable Segment	December 31, 2006		and Other		September 30, 2007
Office Products Group	$	204.4	$	7.2	$	211.6
Document Finishing Group		133.7		4.1		137.8
Computer Products Group		6.9		—		6.9
Commercial Laminating Solutions Group		93.3		2.3		95.6
Total	$	438.3	$	13.6	$	451.9

     Identifiable Intangible Assets

     The gross carrying value and accumulated amortization by class of identifiable intangible assets as of September 30, 2007 and December 31, 2006 are as follows:

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	September 30, 2007							December 31, 2006
	Gross					Net		Gross					Net
	Carrying		Accumulated			Book		Carrying		Accumulated			Book
(in millions of dollars)	Amounts		Amortization			Value		Amounts		Amortization			Value
Indefinite-lived intangible assets:
Trade names	$	195.7	$	(44.5	)	$	151.2	$	192.3	$	(44.5	) (1)	$	147.8
Amortizable intangible assets:
Trade names		71.2		(26.6	)		44.6		69.8		(23.9	)		45.9
Customer and contractual relationships		41.0		(14.9	)		26.1		39.4		(9.7	)		29.7
Patents/proprietary technology		12.1		(3.1	)		9.0		12.1		(1.9	)		10.2
Subtotal		124.3		(44.6	)		79.7		121.3		(35.5	)		85.8
Total identifiable intangibles	$	320.0	$	(89.1	)	$	230.9	$	313.6	$	(80.0	)	$	233.6

⁽¹⁾ Accumulated amortization prior to the adoption of SFAS No. 142, Goodwill and Other Intangible Assets.

     The Company’s intangible amortization expense was $2.6 million and $2.5 million for the three months ended September 30, 2007 and 2006, respectively, and $7.9 million and $8.5 million for the nine months ended September 30, 2007 and 2006, respectively. Estimated 2007 amortization expense is $10.4 million, and is expected to decline by approximately $1.0 million for each of the five years following.

     As more fully described in the Company’s 2006 annual report on Form 10-K, the Company must complete an annual assessment of the carrying value of its goodwill. The Company performed this assessment during the second quarter and concluded that no impairment existed.

     As a part of the annual impairment review, the Company concluded that the fair value of the reporting units in the CLSG operating segment marginally exceeded book value. Management does not believe that an impairment is probable at this time. However, the near term CLSG profitability forecast is expected to be less than that experienced in the prior year, and will require improvement in future periods to sustain its carrying value. If the performance of the segment does not meet or exceed those expectations, a future impairment could result for a portion or all of the goodwill valued at $95.6 million as of September 30, 2007. The quantification of any impairment would be dependent on the performance of the segment, which is dependent upon a number of variables that cannot be predicted with certainty.

9. Pension and Other Retiree Benefits

     The components of net periodic benefit cost for pension and postretirement plans for the three and nine months ended September 30, 2007 and 2006 are as follows:

	Three Months Ended September 30,
	Pension Benefits
	U.S.						International						Postretirement
(in millions of dollars)	2007			2006			2007			2006			2007			2006
Service cost	$	1.6		$	1.6		$	1.5		$	1.2		$	—		$	0.1
Interest cost		2.2			2.5			3.8			3.2			0.2			0.2
Expected return on plan assets		(2.9	)		(3.5	)		(5.0	)		(4.2	)		—			—
Amortization of prior service cost		—			—			0.1			0.3			—			—
Amortization of net loss (gain)		0.1			0.4			0.8			0.7			(0.1	)		(0.2	)
Total net periodic benefit cost	$	1.0		$	1.0		$	1.2		$	1.2		$	0.1		$	0.1

	Nine Months Ended September 30,
	Pension Benefits
	U.S.						International						Postretirement
(in millions of dollars)	2007			2006			2007			2006			2007			2006
Service cost	$	6.0		$	4.9		$	4.3		$	3.6		$	0.2		$	0.2
Interest cost		6.4			7.5			11.4			9.2			0.7			0.7
Expected return on plan assets		(8.5	)		(10.5	)		(14.8	)		(12.2	)		—			—
Amortization of prior service cost		(0.1	)		(0.1	)		0.4			0.9			—			—
Amortization of net loss (gain)		0.8			1.3			2.3			2.0			(0.5	)		(0.5	)
Total net periodic benefit cost	$	4.6		$	3.1		$	3.6		$	3.5		$	0.4		$	0.4

13

     The Company expects to contribute approximately $6.5 million to its pension plans in 2007. For the nine months ended September 30, 2007, the Company has contributed approximately $5.1 million to those plans.

     During the third quarter the Company experienced a pension curtailment as a significant number of U.S. employees were involuntarily terminated in connection with the Company’s restructuring initiatives. As of the date of curtailment, the Company remeasured its pension plan expense and pension plan obligation. The impact of the curtailment was insignificant. The remeasurement resulted in a significant reduction of full year pension expense, $1.9 million, of which $0.8 million was recognized in the third quarter. This significant decrease was due to a number of factors:

• An increase in the discount rate for the U.S. plan from 5.94% to 6.47%.

• Updated demographic assumptions, particularly updated withdrawal experience.

• Actual asset gains realized in the first part of the year.

Total U.S. pension cost for 2007 is now expected to be $5.4 million, compared to $4.4 million in 2006.

10. Long-term Debt and Short-term Borrowings

     Notes payable and long-term debt consisted of the following at September 30, 2007 and December 31, 2006:

	September 30,			December 31,
(in millions of dollars)	2007			2006
U.S. Dollar Senior Secured Term Loan Credit Facility (weighted-average floating interest rate of 7.23% at September 30, 2007 and 7.12% at December 31, 2006)	$	316.0		$	316.0
British Pound Senior Secured Term Loan Credit Facility (weighted-average floating interest rate of 8.16% at September 30, 2007 and 7.20% at December 31, 2006)		68.5			66.3
Euro Senior Secured Term Loan Credit Facility (weighted-average floating interest rate of 6.30% at September 30, 2007 and 5.61% at December 31, 2006)		72.4			67.5
Euro Senior Secured Revolving Credit Facility (floating interest rate of 6.21% at September 30, 2007)		11.3			—
U.S. Dollar Senior Subordinated Notes, due 2015 (fixed interest rate of 7.625%)		350.0			350.0
Other borrowings		5.1			5.3
Total debt		823.3			805.1
Less: current portion		(30.3	)		(4.8	)
Total long-term debt	$	793.0		$	800.3

     As more fully described in the Company’s 2006 annual report on Form 10-K, the Company must meet certain restrictive debt covenants under the senior secured credit facilities. The indenture governing the senior subordinated notes also contains certain covenants. As of and for the periods ended September 30, 2007 and December 31, 2006, the Company was in compliance with all applicable covenants.

11. Earnings per Share

     Total outstanding shares as of September 30, 2007 and 2006 were 54.1 million and 53.6 million, respectively. The calculation of basic earnings per common share is based on the weighted average number of common shares outstanding in the year, or period, over which they were outstanding. The Company’s diluted earnings per common share assumes that any common shares outstanding were increased by shares that would be issued upon exercise of those stock units 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, net of tax.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2007		2006		2007		2006
Weighted average number of common shares outstanding — basic		54.0		53.5		54.0		53.3
Employee stock options		0.8		0.8		0.8		0.8
Restricted stock units		0.2		—		0.2		—
Adjusted weighted-average shares and assumed conversions (1) — diluted		55.0		54.3		55.0		54.1

⁽¹⁾ The Company has dilutive shares related to stock options and restricted stock units that were granted under the Company’s stock compensation plans. As of September 30, 2007 and 2006, the Company had anti-dilutive shares of 2.0 million and 1.8 million, respectively.

14

12. Commitments and Contingencies

  Pending Litigation

     The Company and its subsidiaries are defendants in various claims and legal proceedings associated with their business and operations. It is not possible to predict the outcome of the pending actions, but management believes that there are meritorious defenses to these actions and that these actions, if adjudicated or settled in a manner adverse to the Company, would not have a material adverse effect upon the results of operations, cash flows or financial condition of the Company.

  Environmental

     The Company is subject to laws and regulations relating to the protection of the environment. While it is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly remediation and other compliance efforts that the Company’s subsidiaries may undertake in the future, in the opinion of management, compliance with the present environmental protection laws, before taking into account any estimated recoveries from third parties, will not have a material adverse effect upon the results of operations, cash flows or financial condition of the Company.

13. Comprehensive Income

     Comprehensive income is defined as net income and other changes in stockholders’ equity from transactions and other events from sources other than stockholders, including currency translation gains and losses. Total comprehensive income recognized during the three months ended September 30, 2007 and 2006 was $24.9 million and $19.8 million, respectively, and during the nine months ended September 30, 2007 and 2006, was $38.1 million and $0.0 million, respectively. The total comprehensive income recognized in the current year was principally due to foreign currency translation adjustments and net income realized.

14. Income Taxes

     For the nine months ended September 30, 2007, the Company recorded income tax expense of $4.6 million versus an income tax benefit of $12.5 million in the prior year. The lower than statutory tax rate of 24.9% in the current year was principally due to the tax benefit of the restructuring and restructuring related charges and an excess foreign tax credit associated with dividends received during the first nine months. The tax benefits for the prior year include a reduction in taxes due on certain unrepatriated foreign earnings, a settlement of the prior year’s tax return, a settlement with the Company’s former parent under a tax allocation agreement entered into in connection with the spin-off, and benefits from the Domestic Production Activities and Extraterritorial Income Exclusion.

     The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. All tax returns filed by ACCO Brands legacy entities for tax years ended on or before August 15, 2005 are subject to a tax indemnification agreement between the Company and Fortune Brands, Inc. (“Fortune Brands”). Pursuant to that agreement, Fortune Brands will reimburse ACCO Brands for cumulative taxes, interest, penalties, and out of pocket expenses incurred in excess of $1 million related to the examination of such tax returns.

     The U.S. federal statute of limitations remains open for the year 2005 and onward.  Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from 3 to 5 years. Years still open to examination by foreign tax authorities in major jurisdictions include Canada (2000 onward) and the United Kingdom (2005 onward). The Company is currently under examination in various foreign jurisdictions.

     On January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. As a result of the implementation of FIN 48, the Company recognized no increase or decrease in the liability for unrecognized tax benefits. The amount of unrecognized tax benefits as of January 1, 2007 is $6.5 million, of which $4.5 million would affect the Company’s effective tax rate, if recognized. As of September 30, 2007 the amount of unrecognized tax benefits decreased to $4.9 million, of which $3.5 million would affect the Company’s effective tax rate, if recognized. The Company expects the amount of unrecognized tax benefits to change within the next twelve months but these changes are not expected to have a significant impact on the Company’s results of operations or financial position.

15

     The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes in its results of operations. As of January 1, 2007, the Company had no net amount accrued for interest and penalties.

15. Joint Venture Investments (Unaudited)

     Summarized below is financial information for the Company’s joint ventures, which are accounted for under the equity method. Accordingly, the Company has recorded its proportionate share of earnings or losses on the line entitled “Other income, net” in the condensed consolidated statements of income.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions of dollars)	2007		2006		2007		2006
Net sales	$	31.3	$	17.5	$	87.7	$	50.6
Gross profit		16.8		7.5		45.5		19.4
Operating income		5.5		3.4		12.4		7.2
Net income		4.3		3.0		9.4		5.9

	September 30,		December 31,
(in millions of dollars)	2007		2006
Current assets	$	60.9	$	52.5
Non-current assets		23.0		21.0
Current liabilities		23.3		26.2
Non-current liabilities		17.7		16.8

16. Condensed Consolidated Financial Information

     The Company’s 100% owned domestic subsidiaries have jointly and severally, fully and unconditionally, guaranteed certain outstanding notes issued by the Company. Rather than filing separate financial statements for each guarantor subsidiary with the Securities and Exchange Commission, the Company has elected to present the following consolidating financial statements, which detail the results of operations for the three and nine months ended September 30, 2007 and 2006, cash flows for the nine months ended September 30, 2007 and 2006 and financial position as of September 30, 2007 and December 31, 2006 of the Company and its guarantor and non-guarantor subsidiaries (in each case carrying investments under the equity method), and the eliminations necessary to arrive at the reported consolidated financial statements of the Company.

16

Condensed Consolidating Balance Sheets (Unaudited)

	September 30, 2007
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors		Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	3.7		$	0.3		$	40.1	$	—		$	44.1
Accounts receivable, net		—			178.2			216.1		—			394.3
Inventory, net		—			148.1			159.3		—			307.4
Receivables from affiliates		330.9			2.8			9.5		(343.2	)		—
Deferred income taxes		19.0			9.2			10.5		—			38.7
Other current assets		0.8			16.9			19.8		—			37.5
Total current assets		354.4			355.5			455.3		(343.2	)		822.0
Property, plant and equipment, net		0.3			107.7			117.0		—			225.0
Deferred income taxes		18.4			9.9			48.0		—			76.3
Goodwill		—			266.0			185.9		—			451.9
Identifiable intangibles, net		70.1			95.1			65.7		—			230.9
Other assets		16.6			28.8			38.2		—			83.6
Investment in, long-term receivable from, affiliates		877.3			811.3			198.0		(1,886.6	)		—
Total assets	$	1,337.1		$	1,674.3		$	1,108.1	$	(2,229.8	)	$	1,889.7
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable to banks	$	—		$	—		$	15.6	$	—		$	15.6
Current portion of long-term debt		—			—			14.7		—			14.7
Accounts payable		—			106.1			70.2		—			176.3
Accrued customer program liabilities		—			51.1			61.6		—			112.7
Other current liabilities		0.7			68.1			94.6		—			163.4
Payables to affiliates		6.2			556.7			256.2		(819.1	)		—
Total current liabilities		6.9			782.0			512.9		(819.1	)		482.7
Long-term debt		666.0			—			127.0		—			793.0
Long-term notes payable to affiliates		178.2			99.5			23.8		(301.5	)		—
Deferred income taxes		8.8			11.3			73.3		—			93.4
Postretirement and other liabilities		41.0			13.4			30.0		—			84.4
Total liabilities		900.9			906.2			767.0		(1,120.6	)		1,453.5
Stockholders’ equity
Common stock		0.6			600.9			36.5		(637.4	)		0.6
Treasury stock		(1.1	)		—			—		—			(1.1	)
Paid-in capital		1,388.7			623.8			241.8		(865.6	)		1,388.7
Accumulated other comprehensive (loss) income		(25.4	)		(16.6	)		11.1		5.5			(25.4	)
Accumulated (deficit) retained earnings		(926.6	)		(440.0	)		51.7		388.3			(926.6	)
Total stockholders’ equity		436.2			768.1			341.1		(1,109.2	)		436.2
Total liabilities and stockholders’ equity	$	1,337.1		$	1,674.3		$	1,108.1	$	(2,229.8	)	$	1,889.7

17

Condensed Consolidating Balance Sheets

	December 31, 2006
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	2.6		$	6.5		$	40.9		$	—		$	50.0
Accounts receivable, net		—			204.9			222.5			—			427.4
Inventory, net		—			139.2			138.4			—			277.6
Receivables from affiliates		339.4			48.9			28.8			(417.1	)		—
Deferred income taxes		9.6			24.2			3.4			—			37.2
Other current assets		0.9			14.9			14.2			—			30.0
Total current assets		352.5			438.6			448.2			(417.1	)		822.2
Property, plant and equipment, net		0.2			95.0			122.0			—			217.2
Deferred income taxes		37.5			26.7			15.0			—			79.2
Goodwill		—			265.1			173.2			—			438.3
Identifiable intangibles, net		70.2			103.9			59.5			—			233.6
Other assets		19.1			9.1			30.9			—			59.1
Investment in, long-term receivable from, affiliates		820.6			838.7			247.0			(1,906.3	)		—
Total assets	$	1,300.1		$	1,777.1		$	1,095.8		$	(2,323.4	)	$	1,849.6
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable to banks	$	—		$	—		$	4.7		$	—		$	4.7
Current portion of long-term debt		—			—			0.1			—			0.1
Accounts payable		—			99.7			89.5			—			189.2
Accrued customer program liabilities		—			66.1			55.8			—			121.9
Other current liabilities		11.3			81.1			87.8			—			180.2
Payables to affiliates		8.6			628.2			310.4			(947.2	)		—
Total current liabilities		19.9			875.1			548.3			(947.2	)		496.1
Long-term debt		666.0			—			134.3			—			800.3
Long-term notes payable to affiliates		178.2			102.0			13.7			(293.9	)		—
Deferred income taxes		25.6			45.7			28.4			—			99.7
Postretirement and other liabilities		26.4			16.4			26.7			—			69.5
Total liabilities		916.1			1,039.2			751.4			(1,241.1	)		1,465.6
Stockholders’ equity
Common stock		0.6			600.9			33.4			(634.3	)		0.6
Treasury stock		(1.1	)		—			—			—			(1.1	)
Paid-in capital		1,374.6			611.2			262.1			(873.3	)		1,374.6
Accumulated other comprehensive (loss) income		(50.1	)		(23.8	)		(7.7	)		31.5			(50.1	)
Accumulated (deficit) retained earnings		(940.0	)		(450.4	)		56.6			393.8			(940.0	)
Total stockholders’ equity		384.0			737.9			344.4			(1,082.3	)		384.0
Total liabilities and stockholders’ equity	$	1,300.1		$	1,777.1		$	1,095.8		$	(2,323.4	)	$	1,849.6

18

Condensed Consolidating Income Statements (Unaudited)

	Three months ended September 30, 2007
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Unaffiliated sales	$	—		$	265.5		$	229.2		$	—		$	494.7
Affiliated sales		—			13.5			11.6			(25.1	)		—
Net sales		—			279.0			240.8			(25.1	)		494.7
Cost of products sold		—			203.3			168.3			(25.1	)		346.5
Advertising, selling, general and administrative expenses		8.2			54.8			44.2			—			107.2
Amortization of intangibles		0.1			1.4			1.1			—			2.6
Restructuring and asset impairment charges		—			1.9			9.5			—			11.4
Operating (loss) income		(8.3	)		17.6			17.7			—			27.0
Interest (income) expense from affiliates		(0.7	)		(0.5	)		1.2			—			—
Interest expense		11.2			2.8			2.5			—			16.5
Other (income) expense, net		0.2			(2.9	)		(0.3	)		—			(3.0	)
(Loss) income before taxes, minority interest and earnings (losses) of wholly owned subsidiaries		(19.0	)		18.2			14.3			—			13.5
Income taxes		(1.6	)		(0.4	)		6.6			—			4.6
Minority interest		—			—			0.2			—			0.2
(Loss) income before earnings (losses) of wholly owned subsidiaries		(17.4	)		18.6			7.5			—			8.7
Earnings (losses) of wholly owned subsidiaries		26.1			(3.1	)		—			(23.0	)		—
Net income (loss)	$	8.7		$	15.5		$	7.5		$	(23.0	)	$	8.7

	Three months ended September 30, 2006
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors			Eliminations			Consolidated
Unaffiliated sales	$	—		$	280.1		$	219.1		$	—		$	499.2
Affiliated sales		—			15.0			11.2			(26.2	)		—
Net sales		—			295.1			230.3			(26.2	)		499.2
Cost of products sold		—			216.2			162.8			(26.2	)		352.8
Advertising, selling, general and administrative expenses		10.4			53.3			48.9			—			112.6
Amortization of intangibles		0.1			1.2			1.2			—			2.5
Restructuring and asset impairment charges		—			1.2			4.6			—			5.8
Operating (loss) income		(10.5	)		23.2			12.8			—			25.5
Interest (income) expense from affiliates		(0.3	)		(0.2	)		0.5			—			—
Interest expense (income)		10.9			1.9			3.7			—			16.5
Other (income) expense, net		(1.3	)		(0.5	)		(0.6	)		—			(2.4	)
(Loss) income before taxes and earnings (losses) of wholly owned subsidiaries		(19.8	)		22.0			9.2			—			11.4
Income taxes		(0.8	)		(8.5	)		2.4			—			(6.9	)
Minority interest		—			—			0.2			—			0.2
(Loss) income before earnings (losses) of wholly owned subsidiaries		(19.0	)		30.5			6.6			—			18.1
Earnings (losses) of wholly owned subsidiaries		37.1			(4.0	)		—			(33.1	)		—
Net income (loss)	$	18.1		$	26.5		$	6.6		$	(33.1	)	$	18.1

19

Condensed Consolidating Income Statements (Unaudited)

	Nine months ended September 30, 2007
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors		Eliminations			Consolidated
Unaffiliated sales	$	—		$	734.6		$	670.9	$	—		$	1,405.5
Affiliated sales		—			45.2			33.0		(78.2	)		—
Net sales		—			779.8			703.9		(78.2	)		1,405.5
Cost of products sold		—			573.0			494.6		(78.2	)		989.4
Advertising, selling, general and administrative expenses		28.2			164.4			140.7		—			333.3
Amortization of intangibles		0.1			4.3			3.5		—			7.9
Restructuring and asset impairment charges		—			2.5			12.0		—			14.5
Operating (loss) income		(28.3	)		35.6			53.1		—			60.4
Interest (income) expense from affiliates		(2.1	)		(1.3	)		3.4		—			—
Interest expense		31.7			8.2			7.5		—			47.4
Other (income) expense, net		(0.8	)		(7.5	)		2.8		—			(5.5	)
(Loss) income before taxes, minority interest and earnings (losses) of wholly owned subsidiaries		(57.1	)		36.2			39.4		—			18.5
Income taxes		(8.0	)		(3.2	)		15.8		—			4.6
Minority interest		—			—			0.5		—			0.5
(Loss) income before earnings (losses) of wholly owned subsidiaries		(49.1	)		39.4			23.1		—			13.4
Earnings (losses) of wholly owned subsidiaries		62.5			0.3			—		(62.8	)		—
Net income (loss)	$	13.4		$	39.7		$	23.1	$	(62.8	)	$	13.4

	Nine months ended September 30, 2006
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors		Eliminations			Consolidated
Unaffiliated sales	$	—		$	781.2		$	649.2	$	—		$	1,430.4
Affiliated sales		—			49.9			42.9		(92.8	)		—
Net sales		—			831.1			692.1		(92.8	)		1,430.4
Cost of products sold		—			630.9			489.4		(92.8	)		1,027.5
Advertising, selling, general and administrative expenses		33.3			158.1			138.3		—			329.7
Amortization of intangibles		0.1			4.7			3.7		—			8.5
Restructuring and asset impairment charges		0.1			6.7			18.8		—			25.6
Operating (loss) income		(33.5	)		30.7			41.9		—			39.1
Interest (income) expense from affiliates		(1.0	)		(0.8	)		1.8		—			—
Interest expense (income)		36.2			1.6			9.4		—			47.2
Other (income) expense, net		(1.9	)		(6.5	)		4.3		—			(4.1	)
(Loss) income before taxes and earnings (losses) of wholly owned subsidiaries		(66.8	)		36.4			26.4		—			(4.0	)
Income taxes		(10.4	)		(8.8	)		6.7		—			(12.5	)
Minority interest		—			—			0.3		—			0.3
(Loss) income before earnings (losses) of wholly owned subsidiaries		(56.4	)		45.2			19.4		—			8.2
Earnings (losses) of wholly owned subsidiaries		64.6			5.8			—		(70.4	)		—
Net income (loss)	$	8.2		$	51.0		$	19.4	$	(70.4	)	$	8.2

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Condensed Consolidating Statement of Cash Flows (Unaudited)

	Nine Months Ended September 30, 2007
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors			Consolidated
Net cash (used) provided by operating activities	$	(48.9	)	$	48.9		$	15.6		$	15.6
Investing activities:
Additions to property, plant and equipment		(0.1	)		(27.5	)		(10.5	)		(38.1	)
Proceeds from the disposition of assets		—			0.3			0.5			0.8
Net cash used by investing activities		(0.1	)		(27.2	)		(10.0	)		(37.3	)
Financing activities:
Intercompany financing		42.3			(37.0	)		(5.3	)		—
Intercompany dividends received (paid)		4.1			9.1			(13.2	)		—
Borrowings of short-term debt		—			—			10.3			10.3
Proceeds from the exercise of stock options		3.7			—			—			3.7
Net cash provided (used) by financing activities		50.1			(27.9	)		(8.2	)		14.0
Effect of foreign exchange rate changes on cash		—			—			1.8			1.8
Net increase (decrease) in cash and cash equivalents		1.1			(6.2	)		(0.8	)		(5.9	)
Cash and cash equivalents at the beginning of the period		2.6			6.5			40.9			50.0
Cash and cash equivalents at the end of the period	$	3.7		$	0.3		$	40.1		$	44.1

	Nine Months Ended September 30, 2006
							Non-
(in millions of dollars)	Parent			Guarantors			Guarantors			Consolidated
Net cash (used) provided by operating activities	$	(52.0	)	$	79.3		$	34.8		$	62.1
Investing activities:
Additions to property, plant and equipment		—			(12.7	)		(9.4	)		(22.1	)
Proceeds from the disposition of assets		—			4.6			0.9			5.5
Other investing activities		1.3			0.8			—			2.1
Net cash used by investing activities		1.3			(7.3	)		(8.5	)		(14.5	)
Financing activities:
Intercompany financing		109.2			(86.0	)		(23.2	)		—
Intercompany dividends received (paid)		—			1.0			(1.0	)		—
Repayments on long-term debt		(80.0	)		—			(20.8	)		(100.8	)
Repayments on short-term debt		—			—			(0.8	)		(0.8	)
Proceeds from the exercise of stock options		9.8			—			—			9.8
Other financing activities		(0.2	)		—			—			(0.2	)
Net cash provided (used) by financing activities		38.8			(85.0	)		(45.8	)		(92.0	)
Effect of foreign exchange rate changes on cash		—			—			2.6			2.6
Net decrease in cash and cash equivalents		(11.9	)		(13.0	)		(16.9	)		(41.8	)
Cash and cash equivalents at the beginning of the period		17.9			24.2			49.0			91.1
Cash and cash equivalents at the end of the period	$	6.0		$	11.2		$	32.1		$	49.3

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

     ACCO Brands Corporation is a leading supplier of select categories of branded office products (excluding furniture, computers, printers and bulk paper) to the office products resale industry. We design, develop, manufacture and market a wide variety of traditional and computer-related office products, supplies, binding and laminating equipment and consumable supplies, personal computer accessory products, paper-based time management products and presentation aids. We have leading market positions and brand names, including Swingline^®, GBC^®, Kensington^®, Quartet^®, Rexel^®, Nobo^®, Day-Timer^® and Wilson Jones^®, among others.

     We also manufacture and market specialized laminating films for book printers, packaging and digital print lamination, as well as high-speed laminating and binding equipment targeted at commercial consumers.

     Our customers include commercial contract stationers (such as Office Depot, Staples, Corporate Express and OfficeMax), retail superstores, wholesalers, distributors, mail order catalogs, mass merchandisers, club stores and dealers. We also supply our products to commercial and industrial end-users and to the educational market.

     We seek to enhance shareholder value by building our leading brands to generate sales, earn profits and create cash flow. We do this by targeting the premium end of select categories, which are characterized by high brand equity, high customer loyalty and a reasonably high price gap between branded and private label products. Our participation in private label or value categories is limited to areas where we believe we have an economic advantage or where it is necessary to merchandise a complete category.

     We completed the sale of our storage box business during the third quarter of 2006, announced the discontinuance of the Computer Products’ cleaning product category as of the end of the first quarter of 2006, and discontinued certain other low-margin products in the Office Products and Document Finishing Groups in 2006 and 2007. In aggregate, these businesses and products represented approximately $90 million of annual net sales. The impact of the divestiture and exits on these segments is expected to continue into 2008, with a negative impact on net sales, but a positive impact on margins.

     Through a focus on research, marketing and innovation, we seek to develop new products that meet the needs of our consumers and commercial end-users. In addition, we provide value-added features or benefits that enhance product appeal to our customers. This focus, we believe, increases the premium product positioning of our brands.

     Our strategy centers on maximizing profitability and high-return growth. Specifically, we seek to leverage our platform for organic growth through greater consumer understanding, product innovation, marketing and merchandising, disciplined category expansion, including possible strategic transactions, and continued cost realignment.

     In the near term, we continue to focus on realizing synergies from our merger with GBC. Opportunities for significant potential savings include cost reductions attributable to efficiencies and synergies expected to be derived from facility integration, headcount reduction, supply chain optimization and revenue enhancement. Our near-term priorities for the use of cash flow are to fund integration and restructuring-related activities and to pay down acquisition-related debt.

     The following discussion of historical results includes the consolidated financial results of ACCO Brands Corporation for the three months and nine months ended September 30, 2007 and 2006. The discussion of operating results at the consolidated level is followed by a more detailed discussion of operating results by segment. As more fully described in the Segment Discussion section, as of January 1, 2007, the Company realigned and reclassified certain business segments. Segment information for the 2006 period has been restated based on the segment structure effective January 1, 2007.

     Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements of ACCO Brands Corporation and the accompanying notes contained therein.

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Overview

     ACCO Brands’ results are dependent upon a number of factors affecting sales, pricing and competition. Historically, key drivers of demand in the office products industry have included trends in white collar employment levels, gross domestic product (GDP) and growth in the number of small businesses and home offices together with increasing usage of personal computers. Pricing and demand levels for office products have also reflected a substantial consolidation within the global resellers of office products. This has led to multiple years of industry pricing pressure and a more efficient level of asset utilization by customers, resulting in lower sales volumes for suppliers. We sell products in highly competitive markets, and compete against large international and national companies, regional competitors and against our own customers’ direct and private-label sourcing initiatives.

     As much of our business is conducted in foreign markets (approximately 47% of revenues for the fiscal year ended December 31, 2006), foreign currency plays a major role in our reported results. During the first nine months of 2007, the U.S. dollar weakened relative to certain currencies. This benefited ACCO Brands as the same amount of foreign (e.g. local) currency units were translated into more U.S. dollars. The impact of the weakened U.S. dollar benefited ACCO Brands in inventory purchase transactions made by its foreign operations. Our foreign operations’ purchases of outsourced products are primarily denominated in U.S. dollars, and as a result their costs of goods sold decreased as the value of the U.S. dollar has weakened. A significant portion of the purchases are hedged with forward currency contracts which delays much of the effect of the weakening U.S. dollar in the short term.

     We have completed our integration planning for the Office Products Group and the indirect component of the Document Finishing Group. In addition, during the first quarter of 2007 we initiated the realignment of the former GBC commercial businesses (now reported within the Commercial Laminating Solutions Group and the Document Finishing Group). During the second quarter the Company began the integration of the European distribution locations and the consolidations of certain operations into the shared services facility in the Netherlands. The Company has made significant progress toward relocating our employees, aligning our customer relationships and upgrading information technology systems. Since the acquisition of GBC we have announced and moved ahead with plans to close, consolidate, downsize, or relocate more than 39 manufacturing, distribution and administrative operations. In addition, the Company has successfully integrated key information technology systems in the U.S., Canada and Mexico, creating a common technology platform for its office products businesses, and consolidated its European office products sales force. Collectively, these actions are expected to ultimately account for $40 million of targeted annual cost synergies by the end of 2008 and an additional $20 million by the end of 2009 from the consolidation of the former GBC commercial businesses and additional outsourcing of production. This results in a total of $60 million in targeted annualized synergies expected to be realized by the end of 2009.

     Cash payments related to the Company’s restructuring and integration activities amounted to $15.1 million (excluding capital expenditures) during the third quarter of 2007, and $40.8 million during the first nine months of 2007. It is expected that additional payments of approximately $60 million, offset by expected proceeds of approximately $30 million from facility sales, will be substantially completed by the end of 2008 as the Company continues to implement phases of its strategic and business integration plans. The Company has adequate resources to finance the anticipated requirements.

Three Months Ended September 2007 versus 2006

Results

     The following table presents the Company’s results for the three months ended September 30, 2007 and 2006. Restructuring and restructuring-related expenses have been noted where appropriate, as management believes that a comparative review of these costs and their relative impact on operating income allows for a better understanding of the underlying business performance from period to period. Restructuring-related expenses represent costs related to restructuring projects which cannot be reported as restructuring under U.S. GAAP (e.g., losses on inventory disposal related to product category exits, manufacturing inefficiencies following the start of manufacturing operations at a new facility following closure of the old facility, SG&A reorganization and implementation costs, dedicated consulting, stay bonuses, etc.).

23

	Three Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	494.7		$	499.2		$	(4.5	)		(1	)%
Gross profit		148.2			146.4			1.8			1	%
Gross profit margin		30.0	%		29.3	%				0.7		pts
Advertising, selling, general and administrative expenses		107.2			112.6			(5.4	)		(5	)%
Restructuring and asset impairment charges		11.4			5.8			5.6			97	%
Operating income		27.0			25.5			1.5			6	%
Operating income margin		5.5	%		5.1	%				0.4 pts
Interest expense, net		16.5			16.5			—			—	%
Other income, net		3.0			2.4			0.6			25	%
Income tax expense (benefit)		4.6			(6.9	)		11.5		NM
Effective tax rate		34.1	%		(60.5	)%				NM
Net income		8.7			18.1			(9.4	)		(52	)%
Restructuring-related expense included in cost of products sold		3.1			5.3			(2.2	)		(42	)%
Restructuring-related expense included in SG&A		4.5			2.5			2.0			80	%

  Net Sales

     Net sales decreased $4.5 million to $494.7 million.  The decrease was driven by the previously-planned divestiture of non-strategic business in the Office Products segment, planned product decreases associated with the Company’s strategic intent to focus on the premium end of its product categories and volume decreases in all but the Commercial Laminating Solutions segment. Volume decreases accelerated toward the end of the quarter as underlying markets in both North America and Europe began to soften. These decreases were partially offset by the positive impact of $16.3 million in currency translation as well as price increases implemented in North America and Europe in early 2007.

  Gross Profit

     Gross profit increased $1.8 million, or 1%, to $148.2 million, while gross profit margin increased to 30.0% from 29.3%. Currency translation resulted in a $5.2 million increase in gross profit. Excluding the impact of currency, the decrease in gross profit was primarily the result of lower sales, excess distribution costs and supply chain inefficiencies, the adverse impact of a $4.4 million reclassification to reflect cumulative after-sales service expenses previously reported as a component of SG&A and a $1.6 million decrease in gross profit for the laminating solutions business, partly offset by price increases in the Office Products and Document Finishing Groups, savings from product outsourcing and a $2.2 million reduction of restructuring-related charges.

  SG&A (Advertising, selling, general and administrative expenses)

     SG&A decreased $5.4 million, or 5%, to $107.2 million, and as a percentage of sales to 21.7% from 22.6%. Currency translation resulted in a $3.1 million increase in SG&A expenses. The improvement was related to merger integration synergies, lower management incentive costs and the favorable impact of the $4.4 million reclassification to reflect cumulative after-sales service expenses as a component of gross profit. This was partially offset by continued investment in marketing and product development initiatives and higher restructuring-related expense of $2.0 million, principally consisting of outside consulting fees related to SG&A reduction initiatives.

  Operating Income

     Operating income increased $1.5 million, or 6%, to $27.0 million, and as a percentage of sales to 5.5% from 5.1%. The increase in operating income was driven by favorable currency rates, price increases and the realization of merger integration synergies. These positive impacts were partially offset by continued investment in marketing and product development initiatives, lower sales and $5.4 million in higher restructuring, asset impairment and restructuring-related charges during 2007.

  Interest Expense and Other Income

     Interest expense was unchanged from the prior year. Higher interest rates were offset by lower debt levels.

24

     Other income increased $0.6 million to $3.0 million principally due to higher income from our unconsolidated Australian joint-venture.

  Income Taxes

     For the quarter ended September 30, 2007, the Company recorded income tax expense of $4.6 million versus a tax benefit of $6.9 million recorded in the prior-year quarter. The effective tax rate for the quarter ended September 30, 2007 was 34.1% compared to (60.5)% for the quarter ended September 30, 2006. The tax benefits in the prior year include a reduction in taxes due on certain unrepatriated foreign earnings, a settlement of the prior year’s tax return, a settlement with the Company’s former parent under a tax allocation agreement entered into in connection with the spin-off, and benefits from the Domestic Production Activities and Extraterritorial Income Exclusion.

  Net Income

     Net income decreased to $8.7 million, or $0.16 per diluted share, from $18.1 million, or $0.33 per diluted share, in the prior year. Absent the significant increase in tax expense, favorable operating income would have resulted in net income growth.

Segment Discussion

     As of January 1, 2007, the Company realigned and reclassified certain businesses, resulting in the following changes:

• The Company created a new business segment, the Document Finishing Group, which consists of the following businesses:

o the businesses comprising its former Other Commercial segment (consisting of the Document Finishing and Day-Timers businesses);

o the Company’s document communication business, which was transferred from the Office Products Group; and

o the Company’s high speed and other binding business, which was transferred from the former Industrial Print Finishing Group (“IPFG”) business segment.

• In addition, the remaining components of the former IPFG business segment began reporting as the Commercial Laminating Solutions Group business segment to more appropriately reflect the remaining operations.

     All segment information for the three months ended September 30, 2006 has been restated to reflect the realigned segment structure.

  Office Products Group

Results

	Three Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	244.8		$	252.3		$	(7.5	)		(3	)%
Operating income		14.4			11.9			2.5			21	%
Operating income margin		5.9	%		4.7	%				1.2		pts
Restructuring and related charges		11.1			11.0			0.1			1	%

     Office Products net sales decreased $7.5 million, or 3%, to $244.8 million. The decrease is primarily the result of the exit and divestiture of certain non-strategic business or low margin product lines (including the box business sale and other non-strategic product exits in North America and Europe) amounting to approximately $14.7 million. Favorable foreign currency translation of $8.3 million and price increases were partially offset by volume declines in both North America and Europe from a combination of lost product placements and weaker demand.

25

     Office Products operating income increased $2.5 million to $14.4 million and operating income margin increased to 5.9% from 4.7%. The increases in operating income and margin primarily resulted from price increases, an increase in the level of product outsourcing, and savings from integration initiatives. These positive factors were partially offset by sales volume declines and increased investment in marketing and product development.

  Document Finishing Group

Results

	Three Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	145.9		$	142.8		$	3.1			2	%
Operating income		4.9			5.6			(0.7	)		(13	)%
Operating income margin		3.4	%		3.9	%				(0.5		) pts
Restructuring and related charges		6.2			2.3			3.9			170	%

     Document Finishing net sales increased $3.1 million, or 2%, to $145.9 million. Currency translation positively impacted net sales by $4.7 million. Excluding the impact of currency translation, Document Finishing sales decreased 1%, primarily due to lower volumes in the indirect sales channel, principally caused by weaker demand and lost product placements to both competitors and our customers’ direct-sourcing private-label initiatives. Sales declines were partially offset by the implementation of price increases in 2007.

     Document Finishing operating income decreased $0.7 million, or 13%, to $4.9 million, and operating income margin decreased to 3.4% from 3.9%. Operating income and margin decreases resulted from increased restructuring-related charges, lower sales volumes and increased investment in marketing and product development initiatives. These factors were partially offset by price increases and the realization of synergy savings.

     Computer Products Group

Results

	Three Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	60.3		$	62.2		$	(1.9	)		(3	)%
Operating income		14.0			14.6			(0.6	)		(4	)%
Operating income margin		23.2	%		23.5	%				(0.3		) pts
Restructuring and related charges		1.4			0.3			1.1		NM

     Computer Products sales decreased $1.9 million, or 3%, to $60.3 million. The decrease was primarily due to lower U.S. sales volumes resulting from a continuation of the distribution channel shift and store closures by a large customer, which began in the fourth quarter of 2006. The U.S. sales decline was partially offset by $1.9 million of favorable currency translation and increased sales volumes in Europe and Asia.

     Operating income decreased $0.6 million, or 4%, to $14.0 million, and operating income margin decreased to 23.2% from 23.5%. Operating income and margin decreases were due to higher restructuring costs, partially mitigated by favorable product mix, reduced SG&A and favorable foreign exchange.

26

   Commercial Laminating Solutions Group

Results

	Three Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	43.7		$	41.9		$	1.8			4	%
Operating income		0.3			1.4			(1.1	)		(79	)%
Operating income margin		0.7	%		3.3	%				(2.6		) pts
Restructuring and related charges		0.4			—			0.4		NM

     Commercial Laminating net sales increased $1.8 million, or 4%, to $43.7 million. Currency translation favorably impacted sales by $1.4 million. Sales volumes increased $1.0 million, but were partially offset by reduced pricing.

     Operating income was $0.3 million, compared to operating income of $1.4 million in the prior-year quarter. The decrease was driven by the combination of reduced prices, adverse product mix, higher raw material costs and $0.4 million of restructuring-related charges.

Nine Months Ended September 2007 versus 2006

Results

     The following table presents the Company’s results for the nine months ended September 30, 2007 and 2006. Restructuring and restructuring-related expenses have been noted where appropriate, as management believes that a comparative review of these costs and their relative impact on operating income allows for a better understanding of the underlying business performance from period to period. Restructuring-related expenses represent costs related to restructuring projects which cannot be reported as restructuring under U.S. GAAP (e.g., losses on inventory disposal related to product category exits, manufacturing inefficiencies following the start of manufacturing operations at a new facility following closure of the old facility, SG&A reorganization and implementation costs, dedicated consulting, stay bonuses, etc.).

27

	Nine Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	1,405.5		$	1,430.4		$	(24.9	)		(2	)%
Gross profit		416.1			402.9			13.2			3	%
Gross profit margin		29.6	%		28.2	%				1.4		pts
Advertising, selling, general and administrative expenses		333.3			329.7			3.6			1	%
Restructuring and asset impairment charges		14.5			25.6			(11.1	)		(43	)%
Operating income		60.4			39.1			21.3			54	%
Operating income margin		4.3	%		2.7	%				1.6		pts
Interest expense, net		47.4			47.2			0.2			0	%
Other income, net		5.5			4.1			1.4			34	%
Income taxes		4.6			(12.5	)		17.1		NM
Effective tax rate		24.9	%	NM						NM
Net income		13.4			8.2			5.2			63	%
Restructuring-related expense included in cost of products sold		10.2			7.7			2.5			32	%
Restructuring-related expense included in SG&A		12.9			7.7			5.2			68	%

   Net Sales

     Net sales decreased $24.9 million, or 2%, to $1,405.5 million. The Company’s intent to focus on the premium end of its product categories, planned exits and a divestiture from non-strategic business in the Office Products segment accounted for $51.9 million of the decline. Favorable currency translation of $43.2 million as well as price increases were offset by reductions in volume for all business segments caused by a combination of weakening consumer demand and lost product placements to both competitors and our customers’ private-label direct-sourcing initiatives.

   Gross Profit

     Gross profit increased $13.2 million, or 3%, to $416.1 million, and gross profit margin increased to 29.6% from 28.2%. Currency translation resulted in a $13.6 million increase in gross profit. Excluding the impact of currency, gross profit decreased primarily as a result of lower sales, excess distribution costs and supply chain inefficiencies, the adverse impact of a $5.0 million reclassification to reflect cumulative after-sales service expenses previously reported as a component of SG&A and an increase of $2.5 million in restructuring-related charges, partially offset by flow-through from price increases net of raw material costs and product outsourcing savings.

  SG&A (Advertising, selling, general and administrative expenses)

     SG&A increased $3.6 million, or 1%, to $333.3 million, and as a percentage of sales to 23.7% from 23.0%. Currency translation accounted for $9.3 million of the increase. Excluding the impact of currency, SG&A expense improved as a result of the flow-through of integration synergies and reduced management incentives costs, and the favorable impact of the $5.0 million reclassification of after-sales service expenses as a component of gross profit. The decrease was partly offset by continued investment in marketing and product development initiatives, primarily within the Office Products and Document Finishing Groups, and a $5.2 million increase in restructuring-related costs, which principally consisted of outside consulting fees related to SG&A reduction initiatives.

  Operating Income

     Operating income increased $21.3 million, or 54%, to $60.4 million, and as a percent to sales to 4.3% from 2.7%. The increase in operating income was the result of price increases, the realization of integration synergies and a decrease of $3.4 million in restructuring, asset impairment and restructuring-related charges. These positive factors were partly offset by lower sales volumes and continued investment in marketing and product development initiatives.

  Interest Expense and Other Income

     Interest expense increased $0.2 million to $47.4 million. The increase was a result of higher interest rates partially offset by the Company’s reduced 2007 debt levels.

28

     Other income increased $1.4 million to $5.5 million principally resulting from higher income from our unconsolidated Australian joint-venture.

   Income Taxes

     For the nine months ended September 30, 2007, the Company had income tax expense of $4.6 million, compared with an income tax benefit of $12.5 million recorded in the prior year period. The lower-than-expected tax rate for 2007 was due to the tax benefit of the restructuring and restructuring-related charges and an excess foreign tax credit associated with dividends received during the first nine months. The tax benefits in the prior year include a reduction in taxes due on certain unrepatriated foreign earnings, a settlement of the prior year’s tax return, a settlement with the Company’s former parent under a tax allocation agreement entered into in connection with the spin-off, and benefits from the Domestic Production Activities and Extraterritorial Income Exclusion.

   Net Income

     Net income increased to $13.4 million, or $0.24 per diluted share, from $8.2 million, or $0.15 per diluted share, in the prior year. The increase was due to the higher operating income partially offset by a less favorable tax expense as discussed above.

Segment Discussion

     As of January 1, 2007, the Company realigned and reclassified certain businesses as discussed earlier under Segment Discussion.

     All segment information for the nine months ended September 30, 2006 has been restated to reflect the realigned segment structure.

   Office Products Group

Results

	Nine Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	690.4		$	714.7		$	(24.3	)		(3	)%
Operating income		38.4			11.3			27.1			240	%
Operating income margin		5.6	%		1.6	%				4.0		pts
Restructuring and related charges		21.8			30.9			(9.1	)		(29	)%

     Office Products net sales decreased $24.3 million, or 3%, to $690.4 million. The decrease is primarily the result of the exit from and divestiture of certain non-strategic business (including the storage box business sale and other non-strategic product exits in North America and Europe) amounting to approximately $45.2 million and volume declines principally caused by reduced end-user demand, lost product placements to both competitors and our customers’ private-label direct-sourcing initiatives and demand volatility associated with channel inventory adjustments. These factors were partially offset by the favorable impact of foreign currency translation of $21.5 million and price increases.

     Office Products operating income increased $27.1 million to $38.4 million and operating income margin increased to 5.6% from 1.6%. The increases in operating income and margin were primarily related to price increases, savings from merger integration activities, and a $9.1 million reduction in restructuring and related costs. These factors were partially offset by increased investment in marketing and product development and continued investment in the Company’s transition to a pan-European business model.

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  Document Finishing Group

Results

	Nine Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	422.6		$	420.0		$	2.6			1	%
Operating income		14.1			15.9			(1.8	)		(11	)%
Operating income margin		3.3	%		3.8	%				(0.5		) pts
Restructuring and related charges		11.3			5.9			5.4			92	%

     Document Finishing net sales increased $2.6 million, or 1%, to $422.6 million. The increase was primarily the result of a $13.0 million favorable impact of currency translation and price increases. Sales volumes declined due to lower sales to the indirect sales channel, the result of a combination of slower demand and lost product placements to both competitors and our customers’ private-label products. In addition, sales were negatively impacted by $3.3 million from the exit of certain non-strategic low priced product categories.

     Document Finishing operating income decreased $1.8 million, or 11%, to $14.1 million, and operating income margin declined to 3.3% from 3.8%. Increased restructuring and related costs of $5.4 million and increased investment in marketing and product development initiatives, together with lower volume, outweighed the impact of favorable price increases and the realization of synergy savings.

     Computer Products Group

Results

	Nine Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	163.2		$	165.3		$	(2.1	)		(1	)%
Operating income		29.5			29.4			0.1			0	%
Operating income margin		18.1	%		17.8	%				0.3		pts
Restructuring and related charges		3.4			1.6			1.8			113	%

     Computer Products sales decreased $2.1 million, or 1%, to $163.2 million. The decline was primarily due to the $3.4 million exit of the non-strategic cleaning business, as well as volume declines in the U.S. which were the result of the continued shift in U.S. distribution channels. U.S. declines were partially offset by increased sales volumes in Europe and Asia, as well as a favorable currency impact of $5.1 million. The combination of decreased U.S. sales and increased European sales, has resulted in non-U.S. sales now accounting for more than 50% of this segment.

     Operating income increased $0.1 million to $29.5 million, and operating income margin increased to 18.1% from 17.8%. Operating income was impacted by $1.8 million of higher restructuring and related activity and lower sales, offset by favorable sales mix, reduced marketing spending and $1.7 million of favorable foreign exchange.

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  Commercial Laminating Solutions Group

Results

	Nine Months Ended
	September 30,						Amount of Change
(in millions of dollars)	2007			2006			$			%
Net sales	$	129.5		$	130.4		$	(0.9	)		(1	)%
Operating income		0.9			8.6			(7.7	)		(90	)%
Operating income margin		0.7	%		6.6	%				(5.9		) pts
Restructuring and related charges		0.9			—			0.9		NM

     Commercial Laminating net sales decreased $0.9 million, or 1%, to $129.5 million. The decline was due to loss of market share and reduced pricing, both the result of increased competition from lower-cost importers of high-speed laminating films. Pricing and volume reductions were partially offset by a favorable impact from currency translation of $3.6 million.

     Operating income decreased 90% to $0.9 million. The decrease was driven by reduced pricing, increased raw material costs, lower volume and adverse mix.

     In the near term it is expected that the overall profitability of this segment will be lower than prior years. The Company is addressing longer-term solutions to reduce the cost of films currently manufactured in the U.S., the Netherlands and Korea.

     As a part of the annual impairment review in June, the company concluded that the fair value of the units in the CLSG operating segment marginally exceeded book value. Management does not believe that an impairment is probable at this time. However, the near term CLSG profitability forecast is expected to be less than that experienced in the prior year, and will require improvement in future periods to sustain its carrying value. If the performance of the segment does not meet or exceed those expectations, a future impairment could result for a portion or all of the goodwill valued at $95.6 million as of September 30, 2007. The quantification of any impairment would be dependent on the performance of the segment, which is dependent upon a number of variables that cannot be predicted with certainty.

Liquidity and Capital Resources

     Our primary liquidity needs are to fund capital expenditures, service indebtedness and support working capital requirements. Our principal sources of liquidity are cash flows from operating activities and borrowings under our credit agreements and long-term notes. We maintain adequate financing arrangements at competitive rates. Our priority for cash flow over the near term, after internal growth, is to fund integration and restructuring-related activities and the reduction of debt.

  Cash Flow from Operating Activities

     In the nine months ended September 30, 2007, cash provided by operating activities was $15.6 million, compared to $62.1 million of cash provided by operating activities in the prior year. Net income in the current nine months was $13.4 million, compared to $8.2 million in the 2006 period. Non-cash adjustments to net income were $48.0 million in 2007, compared to $62.1 million in 2006, on a pre-tax basis. The improvement in net income was offset by the following cash operating activities:

• Increased payments to vendors and suppliers, which was primarily attributable to lower payments in the first quarter of 2006, resulting from a one-time benefit from extended payment terms, as well as other cash management initiatives in the prior year period.

• Higher payments for restructuring and restructuring-related activities, incentive compensation and customer rebate programs.

• Higher levels of inventory resulting from the build-up of safety stock to support business integration and outsourcing activities.

  Cash Flow from Investing Activities

     Cash used by investing activities was $37.3 million and $14.5 million for the nine months ended September 30, 2007 and 2006, respectively. Gross capital expenditure was $38.1 million and $22.1 million in for the nine months ended September 30, 2007 and 2006, respectively. The increase was driven by the cost of new distribution facilities and continued information technology investments.

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  Cash Flow from Financing Activities

     Cash provided by financing activities was $14.0 million in the first nine months of 2007, whereas cash used by financing activities was $92.0 million for the same period in 2006. During the first nine months of 2006, the Company paid all required 2006 debt service totaling $24.7 million, and further reduced its Senior Secured Term Loan Facilities by $76.1 million.

  Capitalization

     Total debt at September 30, 2007 was $823.3 million. The ratio of debt to stockholders’ equity at September 30, 2007 was 1.9 to 1.

     As of September 30, 2007 the amount available for borrowings under our revolving credit facilities was $126.3 million (allowing for $11.3 million drawn and $12.4 million of letters of credit outstanding on that date).

     As of and for the period ended September 30, 2007, the Company was in compliance with all applicable loan covenants.

  Adequacy of Liquidity Sources

     The Company believes that its internally-generated funds, together with revolver availability under its senior secured credit facilities and its access to global credit markets, provide adequate liquidity to meet both its long-term and short-term capital needs with respect to operating activities, capital expenditures and debt service requirements. The Company’s existing credit facilities would not be affected by a change in its credit rating.

Critical Accounting Policies

  Income Taxes

     In accordance with Statement of Financial Accounting Standards No. 109, Accounting for 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.

     The amount of income taxes that we pay is subject to ongoing audits by federal, state and foreign tax authorities. The Company’s estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts and circumstances existing at each reporting date. Tax positions are recognized as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority, when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Any differences between tax positions taken in a tax return and amounts recognized in our financial statements results in an increase in a liability for income taxes payable or a reduction of an income tax refund receivable; a reduction in a deferred tax asset or an increase in a deferred tax liability; or both.

     Interest and penalties recognized in the Company’s results of operations are classified as income tax expense.

Recent Accounting Pronouncements

     In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 establishes a two-step process consisting of (a) recognition and (b) measurement for evaluating a tax position. The interpretation provides that a position should be recognized if it is more likely than not that a tax position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Any differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in an increase in a liability for income taxes payable or a reduction of an income tax refund receivable; a reduction in a deferred tax asset or an increase in a deferred tax liability; or both. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company applied the provisions of the Interpretation to all tax positions upon initial adoption on January 1, 2007. The implementation of this interpretation did not result in an increase or decrease in the Company’s liability for unrecognized tax benefits.

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Forward-Looking Statements

     “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report contain, and other periodic reports and press releases of the Company may contain, certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. These forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Because actual results may differ from those predicted by such forward-looking statements, you should not rely on such forward-looking statements when deciding whether to buy, sell or hold the Company’s securities. The Company undertakes no obligation to update these forward-looking statements in the future. Among the factors that could cause plans, actions and results to differ materially from current expectations are: fluctuations in cost and availability of raw materials; competition within the markets in which the Company operates; the effects of both general and extraordinary economic, political and social conditions; the dependence of the Company on certain suppliers of manufactured products; the effect of consolidation in the office products industry; the risk that businesses that have been combined into the Company as a result of the merger with General Binding Corporation will not be integrated successfully; the risk that targeted cost savings and synergies from the aforesaid merger and other previous business combinations may not be fully realized or take longer to realize than expected; disruption from business combinations making it more difficult to maintain relationships with the Company’s customers, employees or suppliers; foreign exchange rate fluctuations; the development, introduction and acceptance of new products; the degree to which higher raw material costs, and freight and distribution costs, can be passed on to customers through selling price increases and the effect on sales volumes as a result thereof; increases in health care, pension and other employee welfare costs; as well as other risks and uncertainties detailed from time to time in the Company’s SEC filings.

ITEM 3. QUANTITIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     See Item 7A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. There has been no material change to disclosures made therein on Foreign Exchange Risk Management or Interest Rate Risk Management through the period ended September 30, 2007 or through the date of this report.

ITEM 4. CONTROLS AND PROCEDURES

  (a) Evaluation of Disclosure Controls and Procedures.

     As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision of, and with the participation of the Company’s Disclosure Committee, the Company’s management, and including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.

  (b) Changes in Internal Control Over Financial Reporting.

     There has been no change in the Company’s internal control over financial reporting that occurred during the three month period ending September 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

33

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     The Company and its subsidiaries are defendants in various claims and legal proceedings associated with their business and operations. It is not possible to predict the outcome of the pending actions, but management believes that there are meritorious defenses to these actions and that these actions if adjudicated or settled in a manner adverse to the Company, would not have a material adverse effect upon the results of operations, cash flows or financial condition of the Company.

ITEM 1A. RISK FACTORS

     In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2006. Those risk factors described in that annual report could materially adversely affect our business, financial condition or future results. The risks described in that annual report are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None

ITEM 5. OTHER INFORMATION

     None.

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ITEM 6. EXHIBITS

Number	Description
10.1	Amended and Restated ACCO Brands Corporation Deferred Compensation Plan for Non-Employee Directors (Effective January 1, 2008) *
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. **
99.1	Form of Directors Restricted Stock Unit Award Agreement under the Amended and Restated ACCO Brands Corporation 2005 Incentive Plan *

*	Filed herewith.
**	Furnished herewith

35

SIGNATURES

Pursuant to the requirements of the 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/ David D. Campbell
David D. Campbell
Chairman of the Board and
Chief Executive Officer
(principal executive officer)
By:	/s/ Neal V. Fenwick
Neal V. Fenwick
Executive Vice President
and Chief Financial Officer
(principal financial officer)
By:	/s/ Thomas P. O’Neill, Jr.
Thomas P. O’Neill, Jr.
Vice President, Finance and Accounting
(principal accounting officer)

November 8, 2007

36

EXHIBIT INDEX

Number	Description
10.1	Amended and Restated ACCO Brands Corporation Deferred Compensation Plan for Non-Employee Directors (Effective January 1, 2008) *
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. **
99.1	Form of Directors Restricted Stock Unit Award Agreement under the Amended and Restated ACCO Brands Corporation 2005 Incentive Plan *

*	Filed herewith.
**	Furnished herewith

37

EX-10.1

EXHIBIT 10.1

AMENDED AND RESTATED

ACCO BRANDS CORPORATION

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

EFFECTIVE JANUARY 1, 2008

     1. Purpose. This Deferred Compensation Plan for Non-Employee Directors (the “Plan” ) was established effective January 1, 2006 by ACCO Brands Corporation (the “Company”) to enable the non-employee members of the Board of Directors of the Company (sometimes referred to as “Directors” ) to have flexibility with respect to the receipt of income earned for acting as Directors. The Plan allows non-employee Directors to receive incentive compensation based on the appreciation of the common stock of the Company (“Stock” ) and on the dividends declared on such Stock or based on a fixed income account. The Phantom Stock portion of the Plan will also promote a closer identity of interests between such Directors and the shareholders of the Company. The Plan also allows non-employee Directors to elect to defer receipt of payment of restricted stock unit awards granted under the Company’s 2005 Incentive Plan (formerly, the 2005 Long-Term Incentive Plan), as most recently amended, restated and approved by shareholders on May 25, 2006, (and any successor or replacement plan thereto) (“LTIP”).

     2. Definitions. The following definitions are applicable to the Plan:

          (a) “Account” or “Accounts” means one or both of the Phantom Fixed Income Account and the Phantom Stock Unit Account, as the context provides.

          (b) “Annual Retainer” means the cash portion of the annual fee and any committee fees payable to a Participant as compensation for serving on the Board.

          (c) “Board” means the Board of Directors of the Company.

          (d) “Change of Control” has the meaning set forth on Attachment A hereto.

          (e) “Code” means the Internal Revenue Code of 1986, as amended.

          (f) “Company” means ACCO Brands Corporation and any successor corporation or corporations with or into which ACCO Brands Corporation may be consolidated or merged.

          (g) “Dividend Equivalent” means, with respect to Phantom Stock Units credited to a particular Participant, a dollar amount equal to the cash dividend which the Participant would have been entitled to receive if the Participant had been the owner, on the record date for a dividend paid on the Stock, of a number of shares of

Stock equal to the number of Phantom Stock Units then properly credited to the Phantom Stock Unit Account of the Participant. “Dividend Equivalents” shall also mean those Dividend Equivalents credited to any RSU hereunder to the extent so provided under the applicable RSU award.

          (h) “Effective Date” has the meaning set forth in Section 28.

          (i) “LTIP” has the meaning set forth in Section 1.

          (j) “Participant” means any current member of the Board who is not an employee of the Company or any subsidiary of the Company, or any such former member of the Board who has not received a complete distribution of his/her Accounts and of all of his RSU awards deferred under the Plan and who, while a member of the Board, elected to participate in the Plan.

          (k) “Phantom Fixed Income Account” means the hypothetical account established and maintained by the Company for each Participant who elects to defer receipt of his/her Annual Retainer and treat it as if invested in the stable value fixed income fund identified in Section 8.

          (l) “Phantom Stock Unit” means a unit corresponding to the value of, and the dividend rights associated with, a single share of Stock, credited to a Participant’s Phantom Stock Unit Account in connection with a deferral election of an amount of the Participant’s Annual Retainer pursuant to Section 4 or a reallocation of previous deferrals under Section 6 of the Plan to his/her Phantom Stock Unit Account.

          (m) “Phantom Stock Unit Account” means, with respect to each Participant, an account established and maintained by the Company for the purpose of recording the number of Phantom Stock Units with respect to which that Participant has rights under the Plan.

          (n) “RSU” means a restricted stock unit award granted to a non-employee member of the Board pursuant to the LTIP.

          (o) “Stock” has the meaning set forth in Section 1.

          (p) “Value per Phantom Stock Unit” as of a given date means the closing price per share at which the Stock trades on the New York Stock Exchange on that date or, if there is no trading in the Stock on that date, on the most recent preceding date on which such trading occurred.

     3. Administration. The authority to manage and control the operation and administration of the Plan shall be vested in the Nominating and Corporate Governance Committee of the Board (“Committee” ). Subject to the limitations of the Plan, the Committee shall have the sole and complete authority: (a) to interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan; (b) to correct any defect or omission or to reconcile any inconsistency in the Plan or in any payment made hereunder; and (c) to make all other

2

determinations and to take all other actions necessary or advisable for the implementation and administration of the Plan. The Committee’s determinations on matters within its authority shall be conclusive and binding upon the Company and all other persons. All expenses associated with the Plan shall be borne by the Company.

     4. Annual Election to Defer Compensation. Effective for deferrals hereunder for service as a non-employee Director commencing January 1, 2008 and all periods thereafter:

          (a) Any Participant may, by written notice to the Company, elect, in lieu of receipt of an amount of the Annual Retainer that otherwise would be payable to the Participant, to defer the receipt of all or a portion of such amount and to receive any one or both of credits of Phantom Stock Units and credits to his/her Phantom Fixed Income Account on the aggregate amount of such deferral.

          (b) Any Participant may, by written notice to the Company (including pursuant to the Participant’s RSU award agreement with the Company), elect to defer receipt of payment of all or a portion of an award of RSUs, that otherwise would become vested and payable in accordance with the terms of such award under the LTIP.

          (c) A notice of election under this Section 4 shall be valid only if such election:

          (i) is in writing, signed by the Participant;

          (ii) designates the fiscal year of the Company to which it relates;

          (iii) designates (A) the amount of deferral of the Annual Retainer that is payable during such fiscal year and the allocation of such deferral among his/her Accounts or (B) the number of RSUs to be deferred pursuant to an award that may be made during such fiscal year, or (3) both (A) and (B), as the case may be;

          (iv) affirms that such amount shall be payable upon the earlier of (1) the date of the Participant’s cessation as a member of the Board or (2) the date of a Change of Control; and

          (v) is filed with the Company:

          (1) on or before December 31 of the fiscal year preceding the fiscal year of the Company in which such Annual Retainer (or installment thereof) is payable or such RSU is awarded (other than as set forth in subparagraph (3), below) or, in either such case, if earlier, in which such Board service is rendered;

          (2) in the case of a new member of the Board, is filed with the Company by the new member within thirty (30) days after

3

becoming a member of the Board, to be effective for the then current fiscal year of the Company, but only with respect to compensation earned, or RSUs awarded, through the performance of services after the filing of the notice of election; or

          (3) for RSU awards which the Board requires, as a condition of receipt of such award, the mandatory deferral of payment of such award (as shall be set forth in such RSU award agreement), such election shall be deemed filed with the Company on the date of such RSU award agreement or in which the Participant otherwise obtains a legally binding right to receipt of amounts thereunder, which election shall immediately become irrevocable.

Any such notice of election under this Section 4 shall become irrevocable, for the fiscal year for which it is given, on the last date on which it is required to be given under subparagraph (v), and the Participant may modify the election at any time prior to the date on which it becomes irrevocable.

          (d) Any election made by a Participant with respect to his/her Annual Retainer or, with respect to his RSU awards, as the case may be, shall remain in effect until modified or revoked by the Participant in accordance with the foregoing provisions of this Section 4.

     5. Crediting of Deferred Amounts.

          (a) Deferrals of the installment of the Annual Retainer elected pursuant to Section 4, above, shall be credited to and between the Phantom Stock Unit Account and the Phantom Fixed Income Account, in the amounts allocated by the electing Participant, as of the first day of the calendar quarter in which such installment of the Annual Retainer otherwise would have been payable but for such election.

          (b) The number of Phantom Stock Units so credited shall be determined by dividing (i) the allocable dollar amount of the deferral for which Phantom Stock Units are elected by (ii) the Value per Phantom Stock Unit on that date.

          (c) Additions to the Phantom Fixed Income Account shall be credited in the dollar amount elected and so allocated.

     6. Reallocation of Accounts. As of each January 1 and July 1, a Participant may elect to transfer all or any part of his/her Phantom Stock Unit Account or Phantom Fixed Income Account to and between the other such Account. Any such election shall be valid only if it is in writing, signed by the Participant and filed with the Company at least ten (10) days prior to the applicable January 1 or July 1. Each of the Participant’s Accounts shall be revalued as of the date preceding the effective date of such transfer, taking into account all Dividend Equivalents (under Section 7) and all deemed interest credited to the Phantom Fixed Income Account (under Section 8) through such preceding valuation date.

4

     7. Phantom Stock/RSU Dividend Equivalents. If, as of the record date for a cash dividend on Stock, Phantom Stock Units or RSUs have been (or should have been) properly credited to the Phantom Stock Unit Account or as RSUs of a Participant, the Company shall credit to the Phantom Fixed Income Account of that Participant, or the RSUs of that Participant to the extent so provided under the Participant’s RSU award, as of that record date, a Dividend Equivalent for such Phantom Stock Units or RSUs, as the case may be. Dividend Equivalents under an RSU award shall be deemed to be additional RSUs, or otherwise, in the manner provided under the applicable RSU award.

     8. Phantom Fixed Income Account Interest Credits. As of the last day of each calendar month, the balance of the Phantom Fixed Income Account of each Participant determined as of the last day of the prior calendar month, shall be credited with interest equal to the last reported yield rate for such crediting month reported by the Vanguard Treasury Money Market Fund (reporting symbol VMPXX), or such successor or other fund designated by the Committee having substantially the same risk profile.

     9. Phantom Stock Unit Adjustments. In the event of any change in the outstanding shares of Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares, or other similar corporate change, the Committee shall make such adjustments in each Participant’s Phantom Stock Unit Account, including the number of Phantom Stock Units, as it deems to be equitable under the Plan in order fairly to give effect to such change and to the purpose and intent of the Plan.

     10. Redemption and Payment of Phantom Stock Units and Dividend Equivalents. A Participant’s Phantom Stock Unit Account shall be redeemed, within thirty (30) days after the Participant separates from service with the Company and all Affiliates (but shall be deemed available to the Participant on such separation date, for income tax purposes), or immediately upon a Change of Control, through a lump-sum cash payment or a lump sum distribution of shares of Stock of the Company, as the Participant elects prior to such distribution, in an amount equal to the sum of:

          (a) In the case of a distribution in cash, the product of (i) the number of Phantom Stock Units properly credited to the Participant’s Phantom Stock Unit Account on the last day prior to the date that the Participant separates from service with the Company or the date of the Change of Control, multiplied by (ii) the Value per Phantom Stock Unit on such date; or

          (b) In the case of a distribution in Stock, a number of whole shares of Stock equal to the number of whole Phantom Stock Units, and any fractional Phantom Stock Unit shall be paid in cash in the manner set forth in Section 10(a). Any distribution in Stock under this Section 10(b) shall be deemed to be a payment of an award of RSUs out of authorized shares of Stock under the LTIP. Anything to the contrary herein notwithstanding, the Participant shall not receive a distribution under this Section 10(b), and shall instead receive a distribution under Section 10(a) to the extent that there shall not be sufficient shares of Stock available for distribution under the LTIP or such distribution in Stock otherwise is prohibited under the LTIP.

5

     For purposes of this Section 10 as well as Section 11 and Section 12 of the Plan, a “separation from service” shall have the meaning defined under Treasury Regulation Section 1.409A-1(h)(2) which shall occur upon the Participant’s cessation of service as a Board member, provided such cessation constitutes a good faith termination of the Participant’s contractual relationship with the Company (and all Affiliates) and the Participant and the Company reasonably do not anticipate that the Participant will renew a contractual relationship for the Participant to provide further services to the Company (or to any Affiliate) in any capacity (whether in employment or as an independent contractor). An “Affiliate” is any member of the controlled group of companies, under section 414(b), (c) or (m) of the Code, that includes the Company.

     11. Payment of Phantom Fixed Income Account. A Participant’s Phantom Fixed Income Account shall be paid to the Participant within thirty (30) days after the date that the Participant separates from service with the Company and all Affiliates (but shall be deemed available to the Participant on such separation date, for income tax purposes), or immediately upon a Change of Control, in a lump sum cash payment equal to the value of that Account on the date of such cessation or Change of Control, together with an amount of Phantom Fixed Income Account interest credits in the manner provided under Section 8 for the period since the immediately preceding valuation date through the date of such separation or Change of Control.

     12. Payment of RSUs and Dividend Equivalents.

          (a) A Participant’s RSU awards (including Dividend Equivalents credited as additional RSUs under such awards) shall be paid to the Participant, in the manner set forth in the applicable RSU award agreement, within thirty (30) days after the Participant separates from service as a member of the Board (but shall be deemed available to the Participant on such separation date, for income tax purposes), or immediately upon a Change of Control.

          (b) Except as provided in this Plan, the terms and conditions of the LTIP and the award agreement under which such RSUs were granted shall govern. Subject to Section 27 hereof, in the event of any inconsistency between (i) the LTIP and such RSU award agreement and (ii) this Plan, the LTIP and RSU award agreement shall govern.

     13. Designation of Beneficiary. Each Participant may designate a beneficiary or beneficiaries to receive any amounts payable under the Plan after his death, and may change such designation from time to time, by filing a written designation of beneficiary or beneficiaries with the Committee on a form to be prescribed by the Committee, provided that no such designation shall be effective unless so filed prior to the death of such Participant.

     14. Discretion of Company and Committee. Any decision made or action taken by the Committee arising out of or in connection with the construction, administration, interpretation and effect of the Plan shall lie within the absolute discretion of the Committee and shall be conclusive and binding upon all persons.

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     15. Absence of Liability. No member of the Board, officer or any other employee of the Company or any subsidiary of the Company shall be liable for any act or action hereunder, whether of commission or omission, taken by any other Board member or by any other officer, agent or employee or, except in circumstances involving his bad faith, for anything done or omitted to be done by himself.

     16. No Segregation of Cash or Shares. The Company shall not be required to segregate any cash, or any shares of Stock in connection with any Phantom Stock Units or RSUs, credited under the Plan or any other investments in connection with the Phantom Fixed Income Accounts. No interest shall be allowable or payable at any time with respect to any Phantom Stock Units or RSUs.

     17. No Rights as a Shareholder. No Participant shall have voting or any other rights or privileges of a shareholder of Stock by reason of the crediting of Phantom Stock Units or RSUs under the Plan.

     18. Company Not Trustee. The Company shall not, by virtue of any provisions of the Plan, be deemed to be a trustee of any Stock or any other property.

     19. No Property Interest. The crediting of Phantom Stock Units or RSUs or of any amounts to the Phantom Fixed Income Account under the Plan shall not create any property interest for a Participant, and the liabilities of the Company to any Participant pursuant to the Plan shall be those of a debtor pursuant to such contractual redemption obligations as arise under the Plan and, as applicable, RSU award agreement, when a Participant separates from service with the Company and all Affiliates or there occurs a Change of Control. No such obligation of the Company shall be deemed to be secured by any pledge of or other encumbrance on any property of the Company.

     20. No Security. Amounts payable under the Plan shall at all times be subject to the claims of the Company’s general creditors. There shall be no posting of a bond, promissory note or any other safeguard to assure that the Participant will be paid. The sole security for payment under the terms of the Plan is the Company’s promise to pay.

     21. Assignments and Transfers. The rights and interests of a Participant under the Plan may not be assigned, encumbered, pledged or transferred except, in the event of the death of a Participant, to his designated beneficiary or, in the absence of such designation, by will or the laws of descent and distribution. Any such attempted action shall be void, and no such interest shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of any Participant. If any Participant shall become bankrupt or shall attempt to assign, encumber, pledge or transfer any interest in the Plan, then the Board in its discretion may hold or apply such interest or any part thereof to or for the benefit of such Participant or his designated beneficiary, his spouse, children, blood relatives, or other dependents, or any of them, in such manner and in such proportions as the Board may consider proper.

     22. Director Status. The Plan does not, and will not, give any Participant the right to continue as a Director of the Company, nor will the Plan confer any right to any

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benefit under the Plan unless such right has specifically accrued under the terms of the Plan.

     23. Gender and Number. In construing the Plan, where the context makes it appropriate, words in any gender shall be deemed to include any other gender, words in the singular shall be deemed to include the plural, and words in the plural shall be deemed to include the singular.

     24. Illinois Law to Govern. All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Illinois.

     25. Amendment, Suspension or Termination of the Plan. The Board may from time to time amend, suspend or terminate in whole or in part (and if suspended or terminated may reinstate) any or all of the provisions of the Plan. Except to the extent necessary to conform to the laws or regulations or the extent permitted by any applicable law and regulation, neither the termination nor any suspension or amendment of the Plan shall operate either directly or indirectly to (i) without the consent of the Participant no amendment, impair any non-forfeitable right of a Participant or beneficiary to any Phantom Stock Unit or other Account previously credited to the Participant pursuant to the Plan or any RSU previously awarded pursuant to the LTIP as constituted at the time of termination, suspension or amendment or (ii) accelerate the payment of any amount from the date on which such amount otherwise is payable hereunder except as permitted pursuant to Treasury Regulation Section 1.409A-3(j).

     26. Withholding Tax. The Company shall have the right to deduct from any cash payment to be made to any Participant, his designated beneficiary or his estate any taxes required by law to be withheld with respect thereto.

     27. Section 409A. Anything in this Plan to the contrary notwithstanding, no amount shall be deferred by, and no amount deferred shall be distributed to, a Participant unless such deferral or distribution shall in all respects comply with section 409A of the Code. To the extent applicable, anything in the Plan to the contrary notwithstanding, at no time shall any asset of the Company or any Affiliate be restricted, set aside, reserved or transferred in trust for the benefit of (i) any Participant under the Plan, as a result of a change in the financial health of the Company or any Affiliate, or a Participant that was an applicable covered employee (to the extent applicable under section 409A(b)(3)(A)(i) of the Code) or non-employee Participant at any time during a restricted period respecting any tax-qualified defined benefit plan sponsored by the Company or any Affiliate (other than a multi-employer defined benefit plan for employees covered by a collective bargaining agreement with the Company or any Affiliate). For such purpose, “applicable covered employee” and “restricted period” shall have the meanings set forth in section 409A(b)(3) of the Code.

     28. Effective Date. The Plan is hereby amended and fully restated effective January 1, 2008 (“Effective Date” ) for the specific purpose of compliance with section 409A of the Code. This amendment and restatement shall govern (a) all Accounts and

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RSUs (and Dividend Equivalents thereon) under the Plan that had not been distributed prior to the Effective Date and (b) all deferrals of compensation, and Dividend Equivalents, interest credits and Phantom Stock Unit adjustments thereon, commencing on the Effective Date. The Plan as in effect prior to January 1, 2008 shall, through December 31, 2007, govern all deferrals and all distributions of deferrals subject to the Company’s good faith compliance with section 409A of the Code and the effective guidance issued by the Internal Revenue Service and the U.S. Treasury thereunder to the extent applicable.

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ATTACHMENT A

CHANGE OF CONTROL OF THE COMPANY

     For such purpose, a “Change of Control” means the first to occur of:

          (a) Any person or group of persons (for which purpose in this Attachment A shall have the meaning as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act” )) becomes over a 12-month period the owner of 30% or more of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (“Voting Securities” ) of the Company, excluding, however, any acquisition of Voting Securities: (1) directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Company, (2) by the Company or a subsidiary of the Company, or (3) by an employee benefit plan (or related trust) sponsored or maintained by the Company or entity controlled by the Company;

          (b) Individuals who constitute the Board cease for any reason, during any 12-month period, to constitute at least a majority of the Board, provided that any individual becoming, during any such 12-month period, a director whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as though such individual were a member of such majority of the Board;

          (c) The Company shall be merged or consolidated with another corporation or entity, or a Voting Securities of the Company are acquired in which, as a result thereof, any one person or group of persons acquires ownership of more than 50% of the combined Voting Securities of the Company or the surviving or resulting corporation or entity immediately thereafter, as the case may be, (including any Voting Securities in the Company previously acquired and then held by such person or persons), unless (1) such person or persons previously acquired Voting Securities resulting in a Change of Control pursuant to Paragraph (a) of this Attachment A or (2) the stockholders of the Company immediately prior thereto own at least 50% of the combined Voting Securities of the Company or the surviving or resulting corporation or entity, as the case may be, immediately thereafter; or

          (d) In any transaction, or series of transactions during a 12-month period, any person purchases or otherwise acquires assets of the Company having a gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the Company’s assets immediately prior to such transaction (or immediately prior to the first in such series of transactions). For the purpose of this Paragraph (d), any transaction with a related person (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii)(B) shall be disregarded.

The foregoing determination of a “Change of Control” of the Company shall be made with due regard for the rules governing attribution of stock ownership under section 318(a) of the Code and the owner of all outstanding vested options shall be regarded as an owner of shares of Voting Securities underlying such option.

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David D. Campbell, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of ACCO Brands Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ David D. Campbell  

David D. Campbell 

Chairman of the Board and Chief Executive Officer 

Date: November 8, 2007

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Neal V. Fenwick, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of ACCO Brands Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Neal V. Fenwick  

Neal V. Fenwick 

Executive Vice President and Chief Financial Officer 

Date: November 8, 2007

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

As adopted pursuant to
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of ACCO Brands Corporation on Form 10-Q for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on November 8, 2007, (the “Report”), I, David D. Campbell, Chief Executive Officer of ACCO Brands Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ACCO Brands Corporation.

By:	/s/ David D. Campbell
David D. Campbell
Chairman of the Board and Chief Executive Officer

November 8, 2007

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

As adopted pursuant to
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of ACCO Brands Corporation on Form 10-Q for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on November 8, 2007, (the “Report”), I, Neal V. Fenwick, Chief Financial Officer of ACCO Brands Corporation, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ACCO Brands Corporation.

By:	/s/ Neal V. Fenwick
Neal V. Fenwick
Executive Vice President and
Chief Financial Officer

November 8, 2007

EX-99.1

EXHIBIT 99.1

ACCO BRANDS CORPORATION

AMENDED AND RESTATED 2005 INCENTIVE PLAN

DIRECTORS RESTRICTED STOCK UNIT AWARD AGREEMENT

     THIS AGREEMENT is made and entered into this ____________ ___, 200___and effective ____________ ___, 200___(the “Grant Date” ) by and between ACCO Brands Corporation, a Delaware corporation (the “Company” ) and __________________(“Grantee” ).

     WHEREAS, Grantee is a member of the Board of Directors (the “Board” ) of the Company and in compensation for Grantee’s services to be provided hereafter, the Board deems it advisable to award to Grantee a Director Award of Restricted Stock Units representing shares of the Company’s Common Stock, pursuant to the Amended and Restated ACCO Brands Corporation 2005 Incentive Plan (“Plan”), as set forth herein.

     NOW THEREFORE, subject to the terms and conditions set forth herein:

     1. Plan Governs; Capitalized Terms. This Agreement is made pursuant to the Plan, and the terms of the Plan are incorporated into this Agreement, except as otherwise specifically stated herein. Capitalized terms used in this Agreement that are not defined in this Agreement shall have the meanings as used or defined in the Plan. References in this Agreement to any specific Plan provision shall not be construed as limiting the applicability of any other Plan provision.

     2. Award of Restricted Stock Units. The Company hereby awards to Grantee on the Grant Date a Director Award of _______________Restricted Stock Units. Each Restricted Stock Unit constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to Grantee, subject to the terms and conditions of this Agreement, one (1) share of Common Stock. Each Restricted Stock Unit shall be fully vested and nonforfeitable, and payable in accordance with Section 3, below. The Company shall hold the Restricted Stock Units in book-entry form. The Grantee shall have no direct or secured claim in any specific assets of the Company or the shares of Common Stock to be issued to Grantee under Section 3 hereof, and shall have the status of a general unsecured creditor of the Company. THIS DIRECTOR AWARD IS CONDITIONED ON GRANTEE SIGNING THIS AGREEMENT AND RETURNING IT TO THE COMPANY BY ____________ ___, 200___, AND IS SUBJECT TO ALL TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AGREEMENT, WHICH GRANTEE ACCEPTS UPON SIGNING AND DELIVERING THIS AGREEMENT TO THE COMPANY.

     3. Delivery of Shares. As a condition to the award of this Director Award, Grantee hereby agrees to defer payment of the Restricted Stock Units until the earlier to occur of (a) the date in which Grantee separates from service with the Company and all Affiliates or (b) the date of a “Change of Control” (as that term is defined under the ACCO Brands Corporation Deferred Compensation Plan for Directors (“Directors Deferred Compensation Plan” ), as so provided under the Directors Deferred Compensation Plan. For all purposes hereunder, “separation from service” and “Affiliate” shall have the meaning set forth in the Directors Deferred Compensation Plan. As of the date in which the Restricted Stock Units shall be so payable under

the Directors Deferred Compensation Plan, the Company shall cause its transfer agent for the Common Stock to register shares in book-entry form in the name of the Grantee (or, in the discretion of the Committee, issue to Grantee a stock certificate) representing a number of shares of Common Stock equal to the number of Restricted Stock Units then payable; provided, such issuance shall be deferred until any first such later date as may be required to comply with the provisions of Section 409A of the Code.

     4. No Transfer or Assignment of Restricted Stock Units; Restrictions on Sale. Except as otherwise provided in this Agreement, the Restricted Stock Units and the rights and privileges conferred thereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process until the shares of Common Stock represented by the Restricted Stock Units are delivered to Grantee or his designated representative. The Grantee shall not sell any shares of Common Stock at any time when applicable laws or Company policies prohibit a sale. This restriction shall apply as long as Grantee is a Director of the Company or an Affiliate of the Company.

     5. Legality of Initial Issuance. No shares of Common Stock shall be issued unless and until the Company has determined that (a) any applicable listing requirement of any stock exchange or other securities market on which the Common Stock is listed has been satisfied; and (b) all other applicable provisions of state or federal law have been satisfied.

     6. Miscellaneous Provisions.

          (a) Rights as a Stockholder. Neither Grantee nor Grantee’s representative shall have any rights as a stockholder with respect to any shares underlying the Restricted Stock Units until the date that the Company is obligated to deliver such shares of Common Stock to Grantee or Grantee’s representative.

          (b) Dividend Equivalents. As of each dividend date with respect to shares of Common Stock, a fully vested dividend equivalent shall be awarded to Grantee in the dollar amount equal to the amount of the dividend that would have been paid on the number of shares of Common Stock equal to the number of Restricted Stock Units held by Grantee as of the close of business on the record date for such dividend. Such dividend equivalent amount shall be converted into a number of Restricted Stock Units equal to the number of whole and fractional shares of Common Stock that could have been purchased at the closing price on the dividend payment date with such dollar amount. In the case of any dividend declared on shares of Common Stock which is payable in shares of Common Stock, Grantee shall be awarded a fully vested dividend equivalent of an additional number of Restricted Stock Units equal to the product of (x) the number of his Restricted Stock Units then held on the related dividend record date multiplied by the (y) the number of shares of Common Stock (including any fraction thereof) distributable as a dividend on a share of Common Stock. All such dividend equivalents credited to Grantee shall be added to and in all respects thereafter be treated as Restricted Stock Units hereunder.

          (c) Inconsistency. To the extent any terms and conditions herein conflict with the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

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          (d) Notices. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to Grantee at the address that he most recently provided to the Company.

          (e) Entire Agreement; Amendment; Waiver. This Agreement constitutes the entire agreement between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. No alteration or modification of this Agreement shall be valid except by a subsequent written instrument executed by the parties hereto. No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged. Any such written waiver will be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.

          (f) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof.

          (g) Successors.

          (i) This Agreement is personal to Grantee and, except as otherwise provided in Section 4 above, shall not be assignable by Grantee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by Grantee’s legal representatives.

          (ii) This Agreement shall inure to the benefit of and be binding upon Company and its successors.

          (h) Severability. If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion thereof, which remaining provision or portion thereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion thereof eliminated.

          (i) Headings. The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.

          (j) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same instrument.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

ACCO BRANDS CORPORATION
By:
	Name:
	Its:

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