8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 5, 2008

ACCO BRANDS CORPORATION(Exact name of registrant as specified in its charter)

Delaware	001-08454	36-2704017
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
300 Tower Parkway Lincolnshire, IL 60069		60069
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

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

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

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

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Section 2—Financial Information

Item 2.02—Results of Operations and Financial Condition.

On November 5, 2008, ACCO Brands Corporation (the “Company”) announced its earnings results for the quarter and nine-month period ended September 30, 2008.  Attached as Exhibit 99.1 is a copy of the press release relating to the Company’s earnings results, which is incorporated herein by reference.

The information in this Current Report on Form 8-K under this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report under Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Section 5—Corporate Governance and Management

Item 5.02.—Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2008, the board of directors of the Company, upon recommendation of the Compensation Committee of the Board, approved compensation arrangements for Robert J. Keller, who was appointed as the Company’s Chief Executive Officer on October 22, 2008.

The material terms of the compensation arrangements with Mr. Keller are as follows:

Base Salary.  Mr Keller will receive an annual base salary of $720,000, which may be increased or decreased from time to time at the discretion of the Board.

Annual Bonus.  Mr. Keller is eligible to receive an annual bonus award for services rendered based on performance targets and award levels determined by the Compensation Committee of the Board in its sole discretion in accordance with the Company’s Management Incentive Plan.  Generally, the target annual bonus award opportunity in any full fiscal year is initially established at 100% of his annual base salary.

Long-term Incentives.  Mr. Keller will receive options to purchase 105,000 shares of the Company’s common stock.  The options will vest ratably over three years.  Mr. Keller will receive 38,000 restricted stock units, 15,000 of which will cliff vest on November 7, 2011, and 23,000 will cliff vest on November 7, 2012.  Mr. Keller also will receive 68,000 performance share units, of which 23,000 will relate to the 2007-2009 performance period and 45,000 will relate to the 2008-2010 performance period.  All of the long-term incentives will be awarded to Mr. Keller pursuant to the Company’s Amended and Restated 2005 Incentive Plan.

Benefits.  Generally, Mr. Keller is entitled to participate in benefit plans available generally to the Company’s senior executives, including participation in the Company’s Executive Severance Plan.  The Company also will provide Mr. Keller with an automobile allowance of up to $15,996 per year in accordance with the Company’s automobile allowance program.

Attached as Exhibit 10.1 is a copy of the letter agreement between the Company and Mr. Keller memorializing the material terms of his compensation, which is incorporated herein by reference.  The

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above description of the terms of Mr. Keller’s compensation is a summary and does not purport to be complete and is qualified in its entirety by reference to the letter agreement.

Section 9—Financial Statements and Exhibits

Item 9.01—Financial Statements and Exhibits.

(d) Exhibits

10.1Letter Agreement dated November 4, 2008, between ACCO Brands Corporation and Robert J. Keller.

99.1Press Release of the Company dated November 5, 2008.

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SIGNATURES

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

	ACCO BRANDS CORPORATION
	(Registrant)
Date:  November 5, 2008	By:	/s/Steven Rubin
		Name:	Steven Rubin
		Title:	Senior Vice President, Secretary and General Counsel

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INDEX TO EXHIBITS

Exhibit
10.1	Letter Agreement dated November 4, 2008, between ACCO Brands Corporation and Robert J. Keller.
99.1	Press Release of the Company dated November 5, 2008.

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EX-10.1

Exhibit 10.1

November 4, 2008

Robert J. Keller

[Address]

Dear Bob:

On behalf of ACCO Brands Corporation (“ACCO Brands”), I’m very pleased to advise you that the Board of Directors has approved the following compensation program for your position as Chief Executive Officer effective as of October 22, 2008. Your primary work location will be the company’s headquarters in Lincolnshire, IL.  The details of your compensation program are as follows:

·Base Salary:  Your annual base salary will be $720,000, payable bi-weekly, less applicable taxes and withholdings.

·Short-term Incentive:  You will participate in the annual ACCO Brands Management Incentive Plan (MIP) with a target award opportunity of 100% of your annual base.   You are eligible for a pro-rata MIP for the 2008 Plan year and any potential awards are based on actual eligible base salary earnings and will range from 0% to 200% of the target award, depending upon actual performance against standards established by, and at the discretion of, the Compensation Committee of the Board of Directors.

·Long-Term Incentive:  You will be eligible to participate in the ACCO Brands Long-term Incentive Plan (LTIP).  The plan is an equity-based, 4-year rolling plan, with an incentive grant typically made once each year.  The award opportunity for your level consists of Performance Share Units (PSUs), Restricted Stock Units (RSUs), and Stock Options (SOs). For the 2008 plan year, you will be granted:

PSUs:  23,000 PSUs for the 2007-2009 Performance Period; and 45,000 PSUs for the 2008-2010 Performance Period, payable in accordance with the applicable award agreements

RSUs: 15,000 RSUs cliff-vesting on November 7, 2011 and 23,000 RSUs cliff-vesting on November 7, 2012.

SOs:  105,000 SOs vesting ratably in equal increments over the three-year period from the date of grant, which will be November 7, 2008.

Plan details will be provided at the time of your grant.  The SO exercise price will be the average of the high-low market price of ABD stock as traded on the NYSE on the date of grant.  Any future LTIP grants and any potential awards are subject to final approval by the Compensation Committee, and in your case as CEO, also by the Board of Directors.

·Auto Allowance:  You will participate in the Executive Auto Allowance Program.  Your annual allowance under this program will be $15,996, payable bi-weekly less applicable taxes and withholdings.

·Employee Benefits:  As an ACCO Brands employee, you will be eligible to participate in our health, welfare, and retirement benefit programs, including term life insurance up to two times base salary.  The materials outlining these programs are enclosed.  In addition, for 2008 you will be eligible to receive

three (3) weeks annual vacation benefits, pro rata based upon your start date. Beginning in 2009, you will be eligible for four (4) weeks annual vacation benefits.

·Severance Benefits:   You will be eligible to receive any severance benefits, at the Tier 1 benefits-level, that may be provided under the ACCO Brands Corporation Executive Severance Plan, effective December 1, 2007.

This Letter is not intended to constitute a contract of employment.  Employment with ACCO Brands is “at-will” and subject to termination by you or ACCO Brands at any time, with or without cause or prior notice.  Nothing in this Letter or in any of the accompanying materials alters this “at-will” relationship.

Please acknowledge your understanding and acceptance of the above terms by signing and returning one (1) copy of this Letter to me as soon as possible.  Please keep the second copy for your personal records.

Sincerely yours,

/s/ David L. Kaput

David L. Kaput

Senior Vice President & Chief HR Officer

Accepted by:	/s/ Robert J. Keller	Date:	November 4, 2008
	Robert J. Keller

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

ACCO BRANDS CORPORATION REPORTS

THIRD QUARTER 2008 RESULTS

·Reported earnings per share of $(0.60); adjusted earnings per share of $0.23

·Strong third-quarter net cash flow of $55 million; debt reduced by $65 million

·Intensifies cost-cutting actions to match industry downturn

·Confirms cash flow guidance

LINCOLNSHIRE, ILLINOIS, November 5, 2008 – ACCO Brands Corporation (NYSE: ABD), a world leader in select categories of branded office products, today reported its third quarter and nine month results for the period ending September 30, 2008.

“The global economic slowdown has affected sales across all of our businesses and geographies,” said Robert J. Keller, chairman and chief executive officer.  “In response, we have intensified and accelerated the aggressive cost-cutting actions we announced in August.  Further, we reduced our debt by $65 million in the third quarter.”

Third Quarter Results

Macroeconomic conditions and softness in office products categories resulted in a third- quarter net sales decrease of 12%, to $435.0 million from $494.7 million in the prior-year quarter.  Adjusting for the exit of non-strategic business and currency, sales decreased 12%.  The company reported a third quarter net loss of $32.7 million, or $0.60 per diluted share, compared to net income of $8.7 million, or $0.16 per diluted share, in the prior-year period.  The third quarter results include restructuring and non-recurring costs totaling $5.2 million.  In addition, as of the end of the third quarter the company recorded $30.8 million of additional non-cash goodwill and asset impairment charges at its commercial laminating business. Excluding charges, adjusted net income decreased 42% to $12.3 million, or $0.23 per diluted share, compared to $21.1 million, or $0.38 per share, in the prior-year period.

Results of Business Segments

Office Products Group

Office Products net sales decreased 15% to $209.0 million from $244.8 million in the prior-year quarter.  Adjusting for the exit of non-strategic business as well as for currency, Office Products comparable sales decreased 13%.  The decline reflected further economic softening in the United States and the United Kingdom, softening demand in mainland Europe and Canada, related customer inventory reductions, and previously reported lost product placements and planned exits, partially offset by price increases.

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Office Products reported operating income was $18.0 million, compared to $14.4 million in the prior-year quarter.  Adjusted operating income declined to $19.9 million from $24.7 million a year ago, and adjusted operating income margin decreased to 9.5% from 10.1%.  Lower sales volume and higher raw material, freight, and distribution costs drove the decline, partially offset by lower management incentive expense.

Document Finishing Group

Document Finishing net sales decreased 10% to $130.6 million, compared to $145.9 million in the prior-year quarter.  Adjusting for favorable currency, Document Finishing comparable sales decreased 12%.  The decline reflected continued soft demand in the United States and Europe, softening demand in Canada, and previously reported lost product placements, partially offset by price increases.

Document Finishing reported operating income increased to $5.7 million, compared to $4.9 million in the prior-year quarter.  Adjusted operating income declined to $8.8 million from $11.1 million, and adjusted operating income margin decreased to 6.7% from 7.6%.  The decrease resulted from lower sales volume, unfavorable product mix, and higher raw material, freight, and distribution costs, partially offset by lower management incentive expense.

Computer Products Group

Computer Products net sales decreased 7% to $56.0 million, compared to $60.3 million in the prior-year quarter.  Adjusting for currency and the exit of non-strategic business, comparable sales declined 9%.  The decline was due to lower sales volumes from weaker demand, particularly in the United States and United Kingdom, and related customer inventory reductions as well as declines in the iPod® accessory category.

Computer Products reported operating income was $11.0 million, compared to $14.0 million in the prior-year quarter.  Adjusted operating income decreased 28% to $11.0 million from $15.3 million and adjusted operating income margin decreased to 19.6%, from a record level 25.4% in the prior-year quarter.  The margin decline was driven by lower sales volume and increased marketing expenses to support the launch of new products.

Commercial Laminating Solutions Group

Commercial Laminating Solutions net sales decreased 10% to $39.4 million, compared to $43.7 million in the prior-year quarter.  On a constant currency basis, sales decreased 13%, driven by lower film sales in Europe, and economic softness, which caused weak demand for print finishing equipment in the U.S. and Europe.

Commercial Laminating Solutions reported an operating loss of $31.1 million, driven by the $30.8 million asset impairment charge, compared to operating income of $0.3 million in the prior-year quarter.  Adjusted operating income was a loss of $0.2 million compared to income of $0.7 million in the prior-year quarter.  The decline was due to reduced sales and increased raw material costs.

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Nine Months Results

For the year-to-date period, reported sales decreased 7% to $1.3 billion from $1.4 billion.  Adjusting for the exit of non-strategic business and currency, sales decreased 10%.  The company reported a net loss of $81.2 million, or $1.50 per diluted share, for the nine months ending September 30, 2008, compared to net income of $13.4 million, or $0.24 per diluted share, in the prior-year period.  The nine month results include restructuring and non-recurring costs totaling $17.0 million.  In addition, for the nine months, the company recorded $93.2 million of non-cash goodwill and asset impairment charges at its commercial laminating business.  Excluding charges, adjusted net income decreased 37% to $24.6 million, or $0.45 per diluted share, compared to $39.3 million, or $0.71 per share, in the prior-year period.

Business Outlook

The company believes its markets will remain challenging for the foreseeable future, and has taken a number of tough actions as a consequence.  Consumer weakness has spread to more of its international markets and it is experiencing additional near-term pressures from customer consolidation.  In addition, because the company negotiates raw material contracts on a roll-forward basis the fourth quarter will reflect peak pricing.

“Importantly, we continue to expect strong net cash flow, $40 to $60 million for the year. This strong cash flow will help us achieve a targeted year-end gross debt balance of less than $700 million,” said Keller.  “However, because of the difficulty in forecasting the current demand environment, the company will not provide specific sales or earnings guidance for the balance of 2008 or 2009.”

Webcast

At 8:30 a.m. Eastern Time today, ACCO Brands Corporation will host a conference call to discuss the company’s third quarter results.  The call will be broadcast live via webcast.  The webcast can be accessed through the Investor Relations section of www.accobrands.com.  The webcast will be in listen-only mode and will be available for replay for one month following the event.

Non-GAAP Financial Measures

“Adjusted” results exclude all restructuring and restructuring-related items, goodwill and asset impairment charges and unusual tax items.  Adjusted results for 2007 also exclude the impact of adjustments to net sales related to a correction in accounting for certain prior-period customer program costs.  Adjusted supplemental EBITDA excludes restructuring and restructuring-related items, goodwill and asset impairment charges, prior-period sales adjustments and other non-operating items, including minority interest expense, other income/expense and stock-based compensation expense.  The company has changed its presentation of adjusted supplemental EBITDA to include the equity in earnings of joint ventures as this provides a better indication of cash generation.  Adjusted results and supplemental EBITDA are non-GAAP measures.  There could be limitations associated with the use of non-GAAP financial measures as compared to the use of the most directly comparable GAAP financial measure.  Management uses the adjusted measures to determine the returns generated by its operating segments and to evaluate and identify cost-reduction initiatives.  Management believes these measures provide investors with helpful supplemental information regarding the underlying

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performance of the company from year to year.  These measures may be inconsistent with measures presented by other companies.

About ACCO Brands Corporation

ACCO Brands Corporation is a world leader in select categories of branded office products, with annual revenues of nearly $2 billion.  Its industry-leading brands include Day-Timer®, Swingline®, Kensington®, Quartet®, GBC®, Rexel, NOBO, and Wilson Jones®, among others.  Under the GBC brand, the company is also a leader in the professional print finishing market.

Forward-Looking Statements

This press release contains statements which may constitute “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are subject to certain risks and uncertainties, are made as of the date hereof and the company assumes no obligation to update them.

ACCO Brands’ ability to predict results or the actual effect of future plans or strategies is inherently uncertain and actual results may differ from those predicted depending on a variety of factors, including but not limited to 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, including continued volatility and disruption in the capital and credit markets; the dependence of the company on certain suppliers of manufactured products; the effect of consolidation in the office products industry; the risk that targeted cost savings and synergies from the 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; the results of the strategic review being made by the company of its Commercial Laminating Solutions business and whether any transaction will be completed, or any other action taken by the company, as a result thereof; future goodwill and/or impairment charges; foreign exchange rate fluctuations; our ability to remain in compliance with our financial ratio covenants; 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.

For further information:

Rich Nelson	Jennifer Rice
Media Relations	Investor Relations
(847) 484-3030	(847) 484-3020

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ACCO Brands Corporation

Consolidated Statements of Operations and

Reconciliation of Adjusted Results (Unaudited)

(In millions of dollars, except per share data)

	Three Months Ended September 30,
	2008									2007									%		%
	Reported			Excluded Charges(A)			Adjusted			Reported			Excluded Charges(A)			Adjusted			Change Reported		Change Adjusted
Net sales	$	435.0		$	—		$	435.0		$	494.7		$	(0.9	)	$	493.8		(12	)%	(12	)%
Cost of products sold	305.2			(1.8		)	303.4			346.5			(3.1		)	343.4			(12	)%	(12	)%
Advertising, selling, general and administrative expenses	93.7			1.4			95.1			107.2			(4.5		)	102.7			(13	)%	(7	)%
Amortization of intangibles	1.8			—			1.8			2.6			—			2.6			(31	)%	(31	)%
Restructuring charges	4.8			(4.8		)	—			11.4			(11.4		)	—			(58	)%	(4	)%
Goodwill and asset impairment charges (B)	30.8			(30.8		)	—			—			—			—			NM		NM
Operating income (loss)	(1.3		)	36.0			34.7			27.0			18.1			45.1			(105	)%	(23	)%
Interest expense	16.8			—			16.8			16.5			—			16.5			2	%	2	%
Equity in (earnings) of joint ventures	(1.9		)	—			(1.9		)	(2.0		)	—			(2.0		)	5	%	5	%
Other (income) expense, net	1.2			—			1.2			(1.0		)	—			(1.0		)	NM		NM
Income (loss) before income taxes and minority interest	(17.4		)	36.0			18.6			13.5			18.1			31.6			(229	)%	(41	)%
Income tax expense (benefit)	15.3			(9.0		)	6.3			4.6			5.7			10.3			233	%	(39	)%
Minority interest, net of tax	—			—			—			0.2			—			0.2			(100	)%	(100	)%
Net income (loss)	$	(32.7	)	$	45.0		$	12.3		$	8.7		$	12.4		$	21.1		NM		(42	)%
Basic earnings (loss) per common share	$	(0.60	)				$	0.23		$	0.16					$	0.39		NM		(41	)%
Diluted earnings (loss) per common share:	$	(0.60	)				$	0.23		$	0.16					$	0.38		NM		(39	)%
Weighted average number of shares outstanding:
Basic	54.2						54.2			54.0						54.0
Diluted	54.2						54.5			55.0						55.0

Statistics (as a % of Net sales, except Income tax rate)

	Three Months Ended September 30,
	2008				2007
	Reported		Adjusted		Reported		Adjusted
Gross profit (Net sales, less Cost of products sold)	29.8	%	30.3	%	30.0	%	30.5	%
Advertising, selling, general and administrative	21.5	%	21.9	%	21.7	%	20.8	%
Operating income (loss)	(0.3	)%	8.0	%	5.5	%	9.1	%
Income (loss) before income taxes and minority interest	(4.0	)%	4.3	%	2.7	%	6.4	%
Net income (loss)	(7.5	)%	2.8	%	1.8	%	4.3	%
Income tax rate	NM		33.9	%	34.1	%	32.6	%

(A)

Certain charges are excluded in order to provide a comparison of underlying results of operations, including restructuring charges, goodwill and asset impairment charges, restructuring-related charges included in cost of products sold and advertising, selling, general and administrative expenses, and certain non-recurring income tax items related to adjustments and impacting the Company’s effective tax rate.

(B)

Due to continued reduced profitability and the likely sale of its commercial print finishing business, as well as a significant reduction in profitability in the Company’s digital print finishing business, in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” as of the end of the third quarter of 2008, the Company recorded non-cash goodwill and asset impairment charges of $30.8 million in its Commercial Laminating Solutions segment. Included in this amount is a charge to goodwill of $24.0 million, and a charge to property, plant and equipment of $6.8 million.

Reconciliation of Adjusted Supplemental EBITDA to Net Income (Loss)

(Unaudited)

(In millions of dollars)

	Three Months Ended September 30,
	2008			2007			% Change
Net income (loss)	$	(32.7	)	$	8.7		NM
Prior period sales adjustment	—			(0.9		)	(100	)%
Restructuring charges	4.8			11.4			(58	)%
Restructuring-related charges included in Cost of products sold	1.8			3.1			(42	)%
Restructuring-related charges included in Advertising, selling, general and administrative expenses	(1.4		)	4.5			NM
Goodwill and asset impairment charges	30.8			—			NM
Income taxes impact of adjustments	9.0			(5.7		)	NM
Adjusted net income	12.3			21.1			(42	)%
Interest expense, net	16.8			16.5			2	%
Adjusted income tax expense	6.3			10.3			(39	)%
Depreciation (C)	8.7			8.6			1	%
Amortization of intangibles	1.8			2.6			(31	)%
Minority interest expense, net of taxes	—			0.2			(100	)%
Other (income) expense, net (D)	1.2			(1.0		)	NM
Stock-based compensation expense	(0.3		)	2.5			(112	)%
Adjusted supplemental EBITDA (D)	$	46.8		$	60.8		(23	)%
Adjusted supplemental EBITDA as a % of Net Sales	10.8		%	12.3		%

(C)

Represents total depreciation less depreciation of $0.1 million and $0.2 million for the three months ended September 30, 2008 and 2007, respectively, that have been included in restructuring-related costs, which are excluded from adjusted net income.

(D)

The Company has changed its presentation of Adjusted Supplemental EBITDA to include the equity in earnings of its joint ventures as this provides a better indication of cash generation. The Company had previously reported the equity in earnings of its joint ventures in “Other (income) expense, net” on its Consolidated Statements of Operations. As a result, we have reclassified certain prior period amounts within “Other (income) expense, net” to conform to the current presentation.

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ACCO Brands Corporation

Consolidated Statements of Operations and

Reconciliation of Adjusted Results (Unaudited)

(In millions of dollars, except per share data)

	Nine Months Ended September 30,
	2008									2007									%		%
	Reported			Excluded Charges(A)			Adjusted			Reported			Excluded Charges(A)			Adjusted			Change Reported		Change Adjusted
Net sales	$	1,302.0		$	—		$	1,302.0		$	1,405.5		$	0.8		$	1,406.3		(7	)%	(7	)%
Cost of products sold	917.6			(6.9		)	910.7			989.4			(10.2		)	979.2			(7	)%	(7	)%
Advertising, selling, general and administrative expenses	301.1			1.5			302.6			333.3			(12.9		)	320.4			(10	)%	(6	)%
Amortization of intangibles	6.9			—			6.9			7.9			—			7.9			(13	)%	(13	)%
Restructuring charges	11.6			(11.6		)	—			14.5			(14.5		)	—			(20	)	NM
Goodwill and asset impairment charges (B)	93.2			(93.2		)	—			—			—			—			NM		NM
Operating income (loss)	(28.4		)	110.2			81.8			60.4			38.4			98.8			(147	)%	(17	)%
Interest expense	48.7			—			48.7			47.4			—			47.4			3	%	3	%
Equity in (earnings) of joint ventures	(5.4		)	—			(5.4		)	(4.4		)	—			(4.4		)	23	%	23	%
Other (income) expense, net	2.5			—			2.5			(1.1		)	—			(1.1		)	NM		NM
Income (loss) before income taxes and minority interest	(74.2		)	110.2			36.0			18.5			38.4			56.9			NM		(37	)%
Income tax expense (benefit)	6.6			4.4			11.0			4.6			12.5			17.1			43	%	(36	)%
Minority interest, net of tax	0.4			—			0.4			0.5			—			0.5			(20	)%	(20	)%
Net income (loss)	$	(81.2	)	$	105.8		$	24.6		$	13.4		$	25.9		$	39.3		NM		(37	)%
Basic earnings (loss) per common share	$	(1.50	)				$	0.45		$	0.25					$	0.73		NM		(38	)%
Diluted earnings (loss) per common share:	$	(1.50	)				$	0.45		$	0.24					$	0.71		NM		(37	)%
Weighted average number of shares outstanding:
Basic	54.2						54.2			54.0						54.0
Diluted	54.2						54.5			55.0						55.0

Statistics (as a % of Net sales, except Income tax rate)

	Nine Months Ended September 30,
	2008				2007
	Reported		Adjusted		Reported		Adjusted
Gross profit (Net sales, less Cost of products sold)	29.5	%	30.1	%	29.6	%	30.4	%
Advertising, selling, general and administrative	23.1	%	23.2	%	23.7	%	22.8	%
Operating income (loss)	(2.2	)%	6.3	%	4.3	%	7.0	%
Income (loss) before income taxes and minority interest	(5.7	)%	2.8	%	1.3	%	4.0	%
Net income (loss)	(6.2	)%	1.9	%	1.0	%	2.8	%
Income tax rate	NM		30.6	%	24.9	%	30.1	%

(A)

Certain charges are excluded in order to provide a comparison of underlying results of operations, including restructuring charges, goodwill and asset impairment charges, restructuring-related charges included in cost of products sold and advertising, selling, general and administrative expenses, and certain non-recurring income tax items related to adjustments and impacting the Company’s effective tax rate.

(B)

Due to continued reduced profitability and the likely sale of its commercial print finishing business, as well as a significant reduction in profitability in the Company’s digital print finishing business, in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, and Statement of Financial Accounting Standards No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets,” for the nine months ended September 30, 2008, the Company has recorded non-cash goodwill and asset impairment charges of $93.2 million in its Commercial Laminating Solutions segment. Included in this amount were charges to goodwill of $60.5 million, property, plant and equipment of $22.2 million and identifiable intangible assets of $10.5 million.

Reconciliation of Adjusted Supplemental EBITDA to Net Income (Loss)

(Unaudited)

(In millions of dollars)

	Nine Months Ended September 30,
	2008			2007			% Change
Net income (loss)	$	(81.2	)	$	13.4		NM
Prior period sales adjustment	—			0.8			(100	)%
Restructuring charges	11.6			14.5			(20	)%
Restructuring-related charges included in Cost of products sold	6.9			10.2			(32	)%
Restructuring-related charges included in Advertising, selling, general and administrative expenses	(1.5		)	12.9			(112	)%
Goodwill and asset impairment charges	93.2			—			NM
Income taxes impact of adjustments	(4.4		)	(12.5		)	65	%
Adjusted net income	24.6			39.3			(37	)%
Interest expense, net	48.7			47.4			3	%
Adjusted income tax expense	11.0			17.1			(36	)%
Depreciation (C)	26.2			24.6			7	%
Amortization of intangibles	6.9			7.9			(13	)%
Minority interest expense, net of taxes	0.4			0.5			(20	)%
Other (income) expense, net (D)	2.5			(1.1		)	NM
Stock-based compensation expense	3.5			10.3			(66	)%
Adjusted supplemental EBITDA (D)	$	123.8		$	146.0		(15	)%
Adjusted supplemental EBITDA as a % of Net Sales	9.5		%	10.4		%

(C)

Represents total depreciation less depreciation of $0.8 million and $0.6 million for the nine months ended September 30, 2008 and 2007, respectively, that have been included in restructuring-related costs, which are excluded from adjusted net income.

(D)

The Company has changed its presentation of Adjusted Supplemental EBITDA to include the equity in earnings of its joint ventures as this provides a better indication of cash generation. The Company had previously reported the equity in earnings of its joint ventures in “Other (income) expense, net” on its Consolidated Statements of Operations. As a result, we have reclassified certain prior period amounts within “Other (income) expense, net” to conform to the current presentation.

6

ACCO Brands Corporation

Supplemental Business Segment Information

(Unaudited)

(In millions of dollars)

2008

2007

Changes

Net Sales

Reported OI

Excluded Charges

Adjusted OI

Adjusted OI Margin

Adjusted Net Sales(A)

Reported OI

Excluded Charges

Adjusted OI

Adjusted OI Margin

Sales $

Sales %

Adjusted OI $

Adjusted OI %

Margin Points

Q1:

Office Products	$	200.9	$	6.7		$	5.6		$	12.3		6.1	%	$	218.8	$	11.4		$	5.9		$	17.3		7.9	%	$	(17.9	)	(8	)%	$	(5.0	)	(29	)%	(180	)
Document Finishing	134.3		2.8			4.4			7.2			5.4	%	137.7		3.7			2.1			5.8			4.2	%	(3.4		)	(2	)%	1.4			24	%	120
Computer Products	48.0		6.5			1.2			7.7			16.0	%	49.6		5.6			1.0			6.6			13.3	%	(1.6		)	(3	)%	1.1			17	%	270
Commercial Laminating Solutions	43.8		0.9			(0.4		)	0.5			1.1	%	41.5		0.6			0.2			0.8			1.9	%	2.3			6	%	(0.3		)	(38	)%	(80	)
Corporate	—		(6.0		)	—			(6.0		)			—		(8.3		)	—			(8.3		)			—					2.3
Total	$	427.0	$	10.9		$	10.8		$	21.7		5.1	%	$	447.6	$	13.0		$	9.2		$	22.2		5.0	%	$	(20.6	)	(5	)%	$	(0.5	)	(2	)%	10
Q2:
Office Products	$	209.0	$	16.9		$	(1.5	)	$	15.4		7.4	%	$	228.3	$	12.6		$	6.3		$	18.9		8.3	%	$	(19.3	)	(9	)%	$	(3.5	)	(19	)%	(90	)
Document Finishing	132.2		4.5			2.0			6.5			4.9	%	139.0		5.5			3.0			8.5			6.1	%	(6.8		)	(5	)%	(2.0		)	(24	)%	(120	)
Computer Products	54.8		10.4			0.4			10.8			19.7	%	53.3		9.9			1.2			11.1			20.8	%	1.5			3	%	(0.3		)	(3	)%	(110	)
Commercial Laminating Solutions	44.0		(63.1		)	62.5			(0.6		)	(1.4	)%	44.3		—			0.3			0.3			0.7	%	(0.3		)	(1	)%	(0.9		)	NM		(210	)
Corporate	—		(6.7		)	—			(6.7		)			—		(7.6		)	0.3			(7.3		)			—					0.6
Total	$	440.0	$	(38.0	)	$	63.4		$	25.4		5.8	%	$	464.9	$	20.4		$	11.1		$	31.5		6.8	%	$	(24.9	)	(5	)%	$	(6.1	)	(19	)%	(100	)
Q3:
Office Products	$	209.0	$	18.0		$	1.9		$	19.9		9.5	%	$	244.0	$	14.4		$	10.3		$	24.7		10.1	%	$	(35.0	)	(14	)%	$	(4.8	)	(19	)%	(60	)
Document Finishing	130.6		5.7			3.1			8.8			6.7	%	145.9		4.9			6.2			11.1			7.6	%	(15.3		)	(10	)%	(2.3		)	(21	)%	(90	)
Computer Products	56.0		11.0			—			11.0			19.6	%	60.2		14.0			1.3			15.3			25.4	%	(4.2		)	(7	)%	(4.3		)	(28	)%	(580	)
Commercial Laminating Solutions	39.4		(31.1		)	30.9			(0.2		)	(0.5	)%	43.7		0.3			0.4			0.7			1.6	%	(4.3		)	(10	)%	(0.9		)	NM		(210	)
Corporate	—		(4.9		)	0.1			(4.8		)			—		(6.6		)	(0.1		)	(6.7		)			—					1.9
Total	$	435.0	$	(1.3	)	$	36.0		$	34.7		8.0	%	$	493.8	$	27.0		$	18.1		$	45.1		9.1	%	$	(58.8	)	(12	)%	$	(10.4	)	(23	)%	(110	)
YTD:
Office Products	$	618.9	$	41.6		$	6.0		$	47.6		7.7	%	$	691.1	$	38.4		$	22.5		$	60.9		8.8	%	$	(72.2	)	(10	)%	$	(13.3	)	(22	)%	(110	)
Document Finishing	397.1		13.0			9.5			22.5			5.7	%	422.6		14.1			11.3			25.4			6.0	%	(25.5		)	(6	)%	(2.9		)	(11	)%	(30	)
Computer Products	158.8		27.9			1.6			29.5			18.6	%	163.1		29.5			3.5			33.0			20.2	%	(4.3		)	(3	)%	(3.5		)	(11	)%	(160	)
Commercial Laminating Solutions	127.2		(93.3		)	93.0			(0.3		)	(0.2	)%	129.5		0.9			0.9			1.8			1.4	%	(2.3		)	(2	)%	(2.1		)	(117	)%	(160	)
Corporate	—		(17.6		)	0.1			(17.5		)			—		(22.5		)	0.2			(22.3		)			—					4.8
Total	$	1,302.0	$	(28.4	)	$	110.2		$	81.8		6.3	%	$	1,406.3	$	60.4		$	38.4		$	98.8		7.0	%	$	(104.3	)	(7	)%	$	(17.0	)	(17	)%	(70	)

(A) Q1 2007, Q3 2007 and 2007 YTD net sales are presented on an adjusted basis to exclude the impact of adjustments related to certain prior-period customer program costs. The reconciliations by segment for each of these periods is as follows:

	Q1 2007 Sales						Q3 2007 Sales							YTD 2007 Sales
	Reported		(A)		Adjusted		Reported		(A)			Adjusted		Reported		(A)		Adjusted
Office Products	$	217.3	$	1.5	$	218.8	$	244.8	$	(0.8	)	$	244.0	$	690.4	$	0.7	$	691.1
Document Finishing	137.7		—		137.7		145.9		—			145.9		422.6		—		422.6
Computer Products	49.4		0.2		49.6		60.3		(0.1		)	60.2		163.0		0.1		163.1
Commercial Laminating Solutions	41.5		—		41.5		43.7		—			43.7		129.5		—		129.5
Total	$	445.9	$	1.7	$	447.6	$	494.7	$	(0.9	)	$	493.8	$	1,405.5	$	0.8	$	1,406.3

7

ACCO Brands Corporation

Supplemental 2008 Net Sales Growth Analysis

(Unaudited)

	Percent Change – Sales
	Adjusted Net Sales Growth		Currency Translation		Exited/ Divested Businesses		Comparable Sales Growth		Price		Volume
Q1 2008:
Office Products	(8.2	)%	4.9	%	(3.1	)%	(10.0	)%	2.7	%	(12.7	)%
Document Finishing	(2.4	)%	5.8	%	—	%	(8.2	)%	1.1	%	(9.3	)%
Computer Products	(3.2	)%	5.4	%	(0.4	)%	(8.2	)%	(0.2	)%	(8.0	)%
Commercial Laminating Solutions	5.5	%	6.5	%	—	%	(1.0	)%	0.7	%	(1.7	)%
Total	(4.6	)%	5.3	%	(1.5	)%	(8.4	)%	1.7	%	(10.1	)%
Q2 2008:
Office Products	(8.5	)%	3.9	%	(2.5	)%	(9.9	)%	2.4	%	(12.3	)%
Document Finishing	(4.9	)%	5.3	%	—	%	(10.2	)%	1.4	%	(11.6	)%
Computer Products	2.8	%	5.1	%	—	%	(2.3	)%	2.1	%	(4.4	)%
Commercial Laminating Solutions	(0.7	)%	6.1	%	—	%	(6.8	)%	0.5	%	(7.3	)%
Total	(5.4	)%	4.7	%	(1.2	)%	(8.8	)%	1.9	%	(10.8	)%
Q3 2008:
Office Products	(14.3	)%	0.9	%	(2.3	)%	(12.9	)%	2.0	%	(14.9	)%
Document Finishing	(10.4	)%	1.8	%	—	%	(12.3	)%	1.8	%	(14.1	)%
Computer Products	(7.0	)%	2.3	%	(0.2	)%	(9.1	)%	1.7	%	(10.8	)%
Commercial Laminating Solutions	(9.8	)%	3.4	%	—	%	(13.2	)%	1.1	%	(14.3	)%
Total	(11.9	)%	1.6	%	(1.2	)%	(12.3	)%	1.8	%	(14.1	)%
2008 YTD:
Office Products	(10.4	)%	3.2	%	(2.6	)%	(11.0	)%	2.4	%	(13.4	)%
Document Finishing	(6.0	)%	4.2	%	—	%	(10.2	)%	1.4	%	(11.6	)%
Computer Products	(2.6	)%	4.2	%	(0.2	)%	(6.6	)%	1.2	%	(7.8	)%
Commercial Laminating Solutions	(1.8	)%	5.3	%	—	%	(7.1	)%	0.8	%	(7.9	)%
Total	(7.4	)%	3.8	%	(1.3	)%	(9.9	)%	1.8	%	(11.7	)%

8

ACCO Brands Corporation

Key Stats and Ratios

(Unaudited)

(In millions of dollars)

Net Debt Calculation	September 30, 2008
Current debt obligations, including current portion of long-term debt	$	50.5
Long-term debt obligations	720.9
Total outstanding debt	771.4
Less: cash and cash equivalents	34.7
Net debt	$		736.7

Rollforward of Outstanding Debt	Three Months Ended September 30, 2008			Nine Months Ended September 30, 2008
Balance, beginning of period	$	835.9		$	775.3
Incremental (repayments)/borrowings	(54.6		)	4.2
Impact of change in FX rates	(9.3		)	(6.1		)
Discount on prepayment of bonds	(0.6		)	(2.0		)
Balance, end of period	$	771.4		$	771.4

Leverage Ratio (Debt to EBITDA)	Twelve Months Ended September 30, 2008
Trailing twelve months (TTM) adjusted supplemental EBITDA (A)	$	204.5
Net debt (see above)	$	736.7
Gross debt (see above)	$	771.4
Leverage (net debt divided by TTM adjusted supplemental EBITDA)	3.6
Leverage (gross debt divided by TTM adjusted supplemental EBITDA)	3.8

Interest Coverage Ratio (EBITDA to Interest)	Twelve Months Ended September 30, 2008
Trailing twelve months (TTM) adjusted supplemental EBITDA (A)	$	204.5
Trailing twelve months interest expense, net of interest income (A)	$	65.4
Interest coverage (TTM adjusted supplemental EBITDA divided by TTM interest expense)	3.1

Working Capital per Dollar Sales Ratio (Working Capital to Sales)	Twelve Months Ended September 30, 2008
Current assets, excluding cash and cash equivalents (B)	$	682.2
Current liabilities, excluding current debt obligations (C)	371.9
Net working capital	$	310.3
Trailing twelve months (TTM) adjusted net sales (A)	$	1,835.4
Working capital ratio (net working capital divided by TTM adjusted net sales) (A)	16.9		%

(A)	Management believes these measures provide investors with helpful supplemental information regarding the underlying performance of the Company from year to year. These measures may be inconsistent with similar measures presented by other companies. See page 12 for a reconciliation of trailing twelve months supplemental EBITDA to reported quarterly net income and trailing twelve months interest expense to reported quarterly interest expense.
(B)	Balance is comprised of receivables, inventories, current deferred income taxes and other current assets.
(C)	Balance is comprised of accounts payable, accrued compensation, accrued customer programs and other current liabilities.

9

ACCO Brands Corporation

Selected Financial Information

(Unaudited)

(In millions of dollars)

	Three Months Ended September 30,
	2008			2007
Selected Non-Cash Items Included in Net Income (Pre-tax):
Depreciation expense	$	8.8		$	8.8
Intangible amortization expense	$	1.8		$	2.6
Stock-based compensation expense	$	(0.3	)	$	2.5
Selected Cash Investing and Restructuring Activities (Pre-tax):
Capital expenditures	$	8.9		$	16.2
Restructuring and integration activities, net of proceeds from asset sales	$	(11.5	)	$	15.1

	Nine Months Ended September 30,
	2008		2007
Selected Non-Cash Items Included in Net Income (Pre-tax):
Depreciation expense	$	27.0	$	25.2
Intangible amortization expense	$	6.9	$	7.9
Stock-based compensation expense	$	3.5	$	10.3
Selected Cash Investing and Restructuring Activities (Pre-tax):
Capital expenditures	$	38.9	$	38.1
Restructuring and integration activities, net of proceeds from asset sales	$	9.5	$	40.8

	As of
	September 30,		December 31,		September 30,
Selected Balance Sheet Data:	2008		2007		2007
Cash and cash equivalents	$	34.7	$	42.3	$	44.1
Accounts receivable, net	$	329.5	$	415.3	$	394.3
Inventories, net	$	282.0	$	299.4	$	307.4
Accounts payable	$	146.2	$	202.6	$	176.3
Total outstanding debt	$	771.4	$	775.3	$	823.3

10

ACCO Brands Corporation

Reconciliation of Trailing Twelve Months Adjusted Supplemental EBITDA to Net Income (Loss)

(Unaudited)

(In millions of dollars)

	Three Months Ended
	December 31, 2007			March 31, 2008			June 30, 2008			September 30, 2008			Trailing Twelve Months
Adjusted net sales	$	533.4		$	427.0		$	440.0		$	435.0		$	1,835.4
Net income (loss)	$	(14.3	)	$	(1.8	)	$	(46.7	)	$	(32.7	)	$	(95.5	)
Restructuring charges	8.9			5.2			1.6			4.8			20.5
Restructuring-related charges included in COS	7.0			3.1			2.0			1.8			13.9
Restructuring-related charges included in SG&A	3.4			2.5			(2.6		)	(1.4		)	1.9
Goodwill and asset impairment charges	35.1			—			62.4			30.8			128.3
Income taxes adjustments	(3.9		)	(3.0		)	(10.4		)	9.0			(8.3		)
Adjusted net income	$	36.2		$	6.0		$	6.3		$	12.3		$	60.8
Interest expense, net	16.7			16.1			15.8			16.8			65.4
Adjusted income taxes	15.2			2.2			2.5			6.3			26.2
Depreciation expense (A)	8.2			9.0			8.5			8.7			34.4
Amortization of intangibles	2.5			2.5			2.6			1.8			9.4
Minority interest, net of tax	0.1			—			0.4			—			0.5
Other (income) expense, net (B)	0.7			(0.9		)	2.2			1.2			3.2
Stock-based compensation expense	1.1			0.9			2.9			(0.3		)	4.6
Adjusted supplemental EBITDA (B)	$	80.7		$	35.8		$	41.2		$	46.8		$	204.5

(A)

Represents total depreciation less depreciation of $0.7 million, $0.3 million, $0.4 million and $0.1 million for the three months ended December 31, 2007, March 31, 2008, June 30, 2008 and September 30, 2008, respectively, included in restructuring-related costs, which are excluded from adjusted net income.

(B)

The Company has changed its presentation of Adjusted Supplemental EBITDA to include the equity in earnings of its joint ventures as this provides a better indication of cash generation. The Company had previously reported the equity in earnings of its joint ventures in “Other (income) expense, net” on its Consolidated Statements of Operations. As a result, we have reclassified certain prior period amounts within “Other (income) expense, net” to conform to the current presentation.

11