Form
|
10-Q
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
ACCO Brands Corporation
|
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
|
36-2704017
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
ACCO
|
NYSE
|
Consolidated Statements of Income
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
(in millions)
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
37.7
|
|
|
$
|
67.0
|
|
Accounts receivable, net
|
377.4
|
|
|
428.4
|
|
||
Inventories
|
312.5
|
|
|
340.6
|
|
||
Other current assets
|
45.3
|
|
|
44.2
|
|
||
Total current assets
|
772.9
|
|
|
880.2
|
|
||
Total property, plant and equipment
|
631.4
|
|
|
618.7
|
|
||
Less: accumulated depreciation
|
(372.0
|
)
|
|
(355.0
|
)
|
||
Property, plant and equipment, net
|
259.4
|
|
|
263.7
|
|
||
Right of use asset, leases
|
95.8
|
|
|
—
|
|
||
Deferred income taxes
|
105.0
|
|
|
115.1
|
|
||
Goodwill
|
709.7
|
|
|
708.9
|
|
||
Identifiable intangibles, net
|
756.8
|
|
|
787.0
|
|
||
Other non-current assets
|
22.5
|
|
|
31.5
|
|
||
Total assets
|
$
|
2,722.1
|
|
|
$
|
2,786.4
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Notes payable
|
$
|
3.6
|
|
|
$
|
—
|
|
Current portion of long-term debt
|
31.6
|
|
|
39.5
|
|
||
Accounts payable
|
175.7
|
|
|
274.6
|
|
||
Accrued compensation
|
46.1
|
|
|
41.6
|
|
||
Accrued customer program liabilities
|
89.2
|
|
|
114.5
|
|
||
Lease liabilities
|
20.6
|
|
|
—
|
|
||
Other current liabilities
|
110.8
|
|
|
129.0
|
|
||
Total current liabilities
|
477.6
|
|
|
599.2
|
|
||
Long-term debt, net
|
882.5
|
|
|
843.0
|
|
||
Long-term lease liabilities
|
84.6
|
|
|
11.0
|
|
||
Deferred income taxes
|
183.0
|
|
|
176.2
|
|
||
Pension and post-retirement benefit obligations
|
226.8
|
|
|
257.2
|
|
||
Other non-current liabilities
|
100.7
|
|
|
110.1
|
|
||
Total liabilities
|
1,955.2
|
|
|
1,996.7
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock
|
1.0
|
|
|
1.1
|
|
||
Treasury stock
|
(38.2
|
)
|
|
(33.9
|
)
|
||
Paid-in capital
|
1,893.8
|
|
|
1,941.0
|
|
||
Accumulated other comprehensive loss
|
(478.4
|
)
|
|
(461.7
|
)
|
||
Accumulated deficit
|
(611.3
|
)
|
|
(656.8
|
)
|
||
Total stockholders' equity
|
766.9
|
|
|
789.7
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,722.1
|
|
|
$
|
2,786.4
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net sales
|
$
|
505.7
|
|
|
$
|
507.3
|
|
|
$
|
1,418.3
|
|
|
$
|
1,411.9
|
|
Cost of products sold
|
349.8
|
|
|
346.5
|
|
|
970.8
|
|
|
961.2
|
|
||||
Gross profit
|
155.9
|
|
|
160.8
|
|
|
447.5
|
|
|
450.7
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
96.4
|
|
|
92.8
|
|
|
287.8
|
|
|
294.6
|
|
||||
Amortization of intangibles
|
8.6
|
|
|
9.4
|
|
|
26.8
|
|
|
27.2
|
|
||||
Restructuring charges
|
2.1
|
|
|
1.1
|
|
|
4.8
|
|
|
7.9
|
|
||||
Total operating costs and expenses
|
107.1
|
|
|
103.3
|
|
|
319.4
|
|
|
329.7
|
|
||||
Operating income
|
48.8
|
|
|
57.5
|
|
|
128.1
|
|
|
121.0
|
|
||||
Non-operating expense (income):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
11.5
|
|
|
11.6
|
|
|
33.6
|
|
|
30.9
|
|
||||
Interest income
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(2.9
|
)
|
|
(3.5
|
)
|
||||
Non-operating pension income
|
(1.3
|
)
|
|
(2.6
|
)
|
|
(4.1
|
)
|
|
(7.1
|
)
|
||||
Other (income) expense, net
|
(0.9
|
)
|
|
0.6
|
|
|
0.1
|
|
|
1.6
|
|
||||
Income before income tax
|
40.2
|
|
|
49.0
|
|
|
101.4
|
|
|
99.1
|
|
||||
Income tax expense
|
12.2
|
|
|
13.4
|
|
|
38.1
|
|
|
27.4
|
|
||||
Net income
|
$
|
28.0
|
|
|
$
|
35.6
|
|
|
$
|
63.3
|
|
|
$
|
71.7
|
|
|
|
|
|
|
|
|
|
||||||||
Per share:
|
|
|
|
|
|
|
|
||||||||
Basic income per share
|
$
|
0.29
|
|
|
$
|
0.34
|
|
|
$
|
0.63
|
|
|
$
|
0.68
|
|
Diluted income per share
|
$
|
0.28
|
|
|
$
|
0.34
|
|
|
$
|
0.62
|
|
|
$
|
0.66
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
97.6
|
|
|
103.8
|
|
|
100.4
|
|
|
105.6
|
|
||||
Diluted
|
98.9
|
|
|
105.9
|
|
|
101.9
|
|
|
107.9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
28.0
|
|
|
$
|
35.6
|
|
|
$
|
63.3
|
|
|
$
|
71.7
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized income (loss) on derivative instruments, net of tax (expense) benefit of $(0.6) and $0.3 and $0.4 and $(1.1), respectively
|
1.4
|
|
|
(0.7
|
)
|
|
(0.9
|
)
|
|
2.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments, net of tax benefit (expense) of $0.9 and $1.2 and $0.5 and $(1.6), respectively
|
(25.1
|
)
|
|
(4.5
|
)
|
|
(22.4
|
)
|
|
(18.6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Recognition of deferred pension and other post-retirement items, net of tax (expense) of $(1.2) and $(0.4) and $(1.9) and $(1.9), respectively
|
4.2
|
|
|
1.1
|
|
|
6.6
|
|
|
6.2
|
|
||||
Other comprehensive loss, net of tax
|
(19.5
|
)
|
|
(4.1
|
)
|
|
(16.7
|
)
|
|
(9.6
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
8.5
|
|
|
$
|
31.5
|
|
|
$
|
46.6
|
|
|
$
|
62.1
|
|
|
Nine Months Ended September 30,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net income
|
$
|
63.3
|
|
|
$
|
71.7
|
|
Amortization of inventory step-up
|
0.2
|
|
|
—
|
|
||
Loss on disposal of assets
|
—
|
|
|
0.1
|
|
||
Depreciation
|
26.3
|
|
|
25.5
|
|
||
Other non-cash items
|
0.2
|
|
|
—
|
|
||
Amortization of debt issuance costs
|
1.7
|
|
|
1.5
|
|
||
Amortization of intangibles
|
26.8
|
|
|
27.2
|
|
||
Stock-based compensation
|
6.3
|
|
|
6.0
|
|
||
Loss on debt extinguishment
|
0.3
|
|
|
0.3
|
|
||
Changes in balance sheet items:
|
|
|
|
||||
Accounts receivable
|
54.0
|
|
|
46.2
|
|
||
Inventories
|
34.8
|
|
|
(81.2
|
)
|
||
Other assets
|
(2.6
|
)
|
|
(0.6
|
)
|
||
Accounts payable
|
(102.1
|
)
|
|
39.1
|
|
||
Accrued expenses and other liabilities
|
(40.8
|
)
|
|
(58.1
|
)
|
||
Accrued income taxes
|
6.7
|
|
|
7.0
|
|
||
Net cash provided by operating activities
|
75.1
|
|
|
84.7
|
|
||
Investing activities
|
|
|
|
||||
Additions to property, plant and equipment
|
(21.9
|
)
|
|
(26.3
|
)
|
||
Proceeds from the disposition of assets
|
0.1
|
|
|
0.2
|
|
||
Cost of acquisitions, net of cash acquired
|
(42.1
|
)
|
|
(37.3
|
)
|
||
Other assets acquired
|
(5.2
|
)
|
|
—
|
|
||
Net cash used by investing activities
|
(69.1
|
)
|
|
(63.4
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from long-term borrowings
|
325.9
|
|
|
217.4
|
|
||
Repayments of long-term debt
|
(272.0
|
)
|
|
(118.3
|
)
|
||
Repayments of notes payable, net
|
(8.6
|
)
|
|
—
|
|
||
Payments for debt issuance costs
|
(3.3
|
)
|
|
(0.6
|
)
|
||
Dividends paid
|
(18.1
|
)
|
|
(18.9
|
)
|
||
Repurchases of common stock
|
(56.8
|
)
|
|
(75.0
|
)
|
||
Payments related to tax withholding for stock-based compensation
|
(4.3
|
)
|
|
(7.5
|
)
|
||
Proceeds from the exercise of stock options
|
3.1
|
|
|
6.8
|
|
||
Net cash (used) provided by financing activities
|
(34.1
|
)
|
|
3.9
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(1.2
|
)
|
|
(7.1
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(29.3
|
)
|
|
18.1
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of the period
|
67.0
|
|
|
76.9
|
|
||
End of the period
|
$
|
37.7
|
|
|
$
|
95.0
|
|
Cash paid during the year for:
|
|
|
|
||||
Interest
|
$
|
27.6
|
|
|
$
|
22.8
|
|
Income taxes
|
$
|
38.6
|
|
|
$
|
24.5
|
|
(in millions)
|
Common
Stock |
|
Paid-in
Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury
Stock |
|
Accumulated
Deficit |
|
Total
|
||||||||||||
Balance at December 31, 2018
|
$
|
1.1
|
|
|
$
|
1,941.0
|
|
|
$
|
(461.7
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(656.8
|
)
|
|
$
|
789.7
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||
Loss on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
||||||
Translation impact
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
||||||
Pension and post-retirement adjustment, net of tax
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
||||||
Common stock repurchases
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||||
Common stock issued, net of shares withheld for employee taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
(4.3
|
)
|
||||||
Dividends declared, $.06 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|
(6.2
|
)
|
||||||
Other
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||||
Cumulative effect due to the adoption of ASU 2016-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.5
|
|
||||||
Balance at March 31, 2019
|
1.1
|
|
|
1,931.9
|
|
|
(467.0
|
)
|
|
(38.2
|
)
|
|
(663.0
|
)
|
|
764.8
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
|
35.9
|
|
||||||
Loss on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||||
Translation impact
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||||
Pension and post-retirement adjustment, net of tax
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||||
Common stock repurchases
|
—
|
|
|
(28.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.3
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
3.4
|
|
||||||
Common stock issued, net of shares withheld for employee taxes
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Dividends declared, $.06 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
|
(6.0
|
)
|
||||||
Other
|
(0.1
|
)
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Balance at June 30, 2019
|
1.0
|
|
|
1,907.5
|
|
|
(458.9
|
)
|
|
(38.2
|
)
|
|
(633.4
|
)
|
|
778.0
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|
28.0
|
|
||||||
Gain on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
Translation impact
|
—
|
|
|
—
|
|
|
(25.1
|
)
|
|
—
|
|
|
—
|
|
|
(25.1
|
)
|
||||||
Pension and post-retirement adjustment, net of tax
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||
Common stock repurchases
|
(0.1
|
)
|
|
(17.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.7
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
0.9
|
|
||||||
Common stock issued, net of shares withheld for employee taxes
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
Dividends declared, $.06 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|
(5.9
|
)
|
||||||
Other
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
||||||
Balance at September 30, 2019
|
$
|
1.0
|
|
|
$
|
1,893.8
|
|
|
$
|
(478.4
|
)
|
|
$
|
(38.2
|
)
|
|
$
|
(611.3
|
)
|
|
766.9
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Net
Shares |
|||
Shares at December 31, 2018
|
106,249,322
|
|
|
3,500,622
|
|
|
102,748,700
|
|
Common stock issued, net of shares withheld for employee taxes
|
1,437,021
|
|
|
458,987
|
|
|
978,034
|
|
Common stock repurchases
|
(1,260,163
|
)
|
|
—
|
|
|
(1,260,163
|
)
|
Shares at March 31, 2019
|
106,426,180
|
|
|
3,959,609
|
|
|
102,466,571
|
|
Common stock issued, net of shares withheld for employee taxes
|
44,180
|
|
|
7,836
|
|
|
36,344
|
|
Common stock repurchases
|
(3,443,904
|
)
|
|
—
|
|
|
(3,443,904
|
)
|
Shares at June 30, 2019
|
103,026,456
|
|
|
3,967,445
|
|
|
99,059,011
|
|
Common stock issued, net of shares withheld for employee taxes
|
386,781
|
|
|
—
|
|
|
386,781
|
|
Common stock repurchases
|
(2,258,645
|
)
|
|
—
|
|
|
(2,258,645
|
)
|
Shares at September 30, 2019
|
101,154,592
|
|
|
3,967,445
|
|
|
97,187,147
|
|
(in millions)
|
Common
Stock |
|
Paid-in
Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury
Stock |
|
Accumulated
Deficit |
|
Total
|
||||||||||||
Balance at December 31, 2017
|
$
|
1.1
|
|
|
$
|
1,999.7
|
|
|
$
|
(461.1
|
)
|
|
$
|
(26.4
|
)
|
|
$
|
(739.2
|
)
|
|
$
|
774.1
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
|
10.4
|
|
||||||
Gain on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Translation impact
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
(4.3
|
)
|
||||||
Pension and post-retirement adjustment, net of tax
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
||||||
Common stock repurchases
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
3.2
|
|
||||||
Common stock issued, net of shares withheld for employee taxes
|
—
|
|
|
5.2
|
|
|
—
|
|
|
(7.5
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||||
Dividends declared, $.06 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.3
|
)
|
|
(6.3
|
)
|
||||||
Cumulative effect due to the adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||||
Balance at March 31, 2018
|
1.1
|
|
|
1,999.1
|
|
|
(467.4
|
)
|
|
(33.9
|
)
|
|
(733.9
|
)
|
|
765.0
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.7
|
|
|
25.7
|
|
||||||
Gain on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
Translation impact
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
||||||
Pension and post-retirement adjustment, net of tax
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
||||||
Common stock repurchases
|
—
|
|
|
(41.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.7
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
3.9
|
|
||||||
Common stock issued, net of shares withheld for employee taxes
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||
Dividends declared, $.06 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
(6.4
|
)
|
||||||
Balance at June 30, 2018
|
1.1
|
|
|
1,962.5
|
|
|
(466.6
|
)
|
|
(33.9
|
)
|
|
(714.8
|
)
|
|
748.3
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.6
|
|
|
35.6
|
|
||||||
Loss on derivative financial instruments, net of tax
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||||
Translation impact
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||||
Pension and post-retirement adjustment, net of tax
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Common stock repurchases
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.0
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(1.1
|
)
|
||||||
Common stock issued, net of shares withheld for employee taxes
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Dividends declared, $.06 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.2
|
)
|
|
(6.2
|
)
|
||||||
Other
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Balance at September 30, 2018
|
$
|
1.1
|
|
|
$
|
1,938.2
|
|
|
$
|
(470.7
|
)
|
|
$
|
(33.9
|
)
|
|
$
|
(685.6
|
)
|
|
$
|
749.1
|
|
|
Common
Stock |
|
Treasury
Stock |
|
Net
Shares |
|||
Shares at December 31, 2017
|
109,597,197
|
|
|
2,913,113
|
|
|
106,684,084
|
|
Common stock issued, net of shares withheld for employee taxes
|
2,442,703
|
|
|
580,755
|
|
|
1,861,948
|
|
Common stock repurchases
|
(760,473
|
)
|
|
—
|
|
|
(760,473
|
)
|
Shares at March 31, 2018
|
111,279,427
|
|
|
3,493,868
|
|
|
107,785,559
|
|
Common stock issued, net of shares withheld for employee taxes
|
115,620
|
|
|
1,933
|
|
|
113,687
|
|
Common stock repurchases
|
(3,272,480
|
)
|
|
—
|
|
|
(3,272,480
|
)
|
Shares at June 30, 2018
|
108,122,567
|
|
|
3,495,801
|
|
|
104,626,766
|
|
Common stock issued, net of shares withheld for employee taxes
|
75,171
|
|
|
1,286
|
|
|
73,885
|
|
Common stock repurchases
|
(1,961,006
|
)
|
|
—
|
|
|
(1,961,006
|
)
|
Shares at September 30, 2018
|
106,236,732
|
|
|
3,497,087
|
|
|
102,739,645
|
|
(in millions)
|
Balance at December 31, 2018
|
|
Adjustments due to ASU 2016-02
|
|
Balance at January 1, 2019
|
||||||
Assets:
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
$
|
263.7
|
|
|
$
|
(0.9
|
)
|
|
$
|
262.8
|
|
Right of use asset, leases
|
—
|
|
|
90.9
|
|
|
90.9
|
|
|||
|
|
|
|
|
|
||||||
Liabilities and stockholders' equity:
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
39.5
|
|
|
(0.1
|
)
|
|
39.4
|
|
|||
Lease liabilities
|
—
|
|
|
24.1
|
|
|
24.1
|
|
|||
Long-term debt, net
|
843.0
|
|
|
(0.1
|
)
|
|
842.9
|
|
|||
Long-term lease liabilities
|
11.0
|
|
|
65.6
|
|
|
76.6
|
|
|||
Accumulated deficit
|
(656.8
|
)
|
|
0.5
|
|
|
(656.3
|
)
|
|
Balance at September 30, 2019
|
||||||||||
(in millions)
|
As Reported
|
|
Balances without adoption of ASU 2016-02
|
|
Effect of Change Higher/(Lower)
|
||||||
Condensed Consolidated Balance Sheet:
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
||||||
Property, plant and equipment, net
|
$
|
259.4
|
|
|
$
|
260.2
|
|
|
$
|
(0.8
|
)
|
Right of use asset, leases
|
95.8
|
|
|
—
|
|
|
95.8
|
|
|||
|
|
|
|
|
|
||||||
Liabilities and stockholders' equity:
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
31.6
|
|
|
31.7
|
|
|
(0.1
|
)
|
|||
Lease liabilities
|
20.6
|
|
|
0.3
|
|
|
20.3
|
|
|||
Long-term debt, net
|
882.5
|
|
|
882.6
|
|
|
(0.1
|
)
|
|||
Long-term lease liabilities
|
84.6
|
|
|
10.2
|
|
|
74.4
|
|
|||
Accumulated deficit
|
(611.3
|
)
|
|
(611.8
|
)
|
|
0.5
|
|
(in millions)
|
At August 2, 2019
|
||
Calculation of Goodwill:
|
|
||
Purchase price, net of working capital adjustment
|
$
|
42.1
|
|
|
|
||
Plus fair value of liabilities assumed:
|
|
||
Accounts payable and accrued liabilities
|
12.1
|
|
|
Deferred tax liabilities
|
5.2
|
|
|
Debt
|
7.6
|
|
|
Lease liabilities
|
4.8
|
|
|
Fair value of liabilities assumed
|
$
|
29.7
|
|
|
|
||
Less fair value of assets acquired:
|
|
||
Cash acquired
|
—
|
|
|
Accounts receivable
|
17.5
|
|
|
Inventory
|
12.6
|
|
|
Property and equipment
|
8.9
|
|
|
Identifiable intangibles
|
10.2
|
|
|
Deferred tax assets
|
2.2
|
|
|
Right of use asset, leases
|
4.8
|
|
|
Other assets
|
3.7
|
|
|
Fair value of assets acquired
|
$
|
59.9
|
|
|
|
||
Goodwill
|
$
|
11.9
|
|
(in millions)
|
At January 31, 2019
|
||
Inventory
|
$
|
2.8
|
|
Identifiable intangibles
|
3.2
|
|
|
Fair value of assets acquired
|
$
|
6.0
|
|
(in millions)
|
At July 2, 2018
|
||
Calculation of Goodwill:
|
|
||
Purchase price, net of working capital adjustment
|
$
|
39.1
|
|
|
|
||
Plus fair value of liabilities assumed:
|
|
||
Accounts payable and accrued liabilities
|
10.1
|
|
|
Deferred tax liabilities
|
3.1
|
|
|
Other non-current liabilities
|
6.5
|
|
|
Fair value of liabilities assumed
|
$
|
19.7
|
|
|
|
||
Less fair value of assets acquired:
|
|
||
Cash acquired
|
1.9
|
|
|
Accounts receivable
|
30.0
|
|
|
Inventory
|
7.1
|
|
|
Property, plant and equipment
|
0.6
|
|
|
Identifiable intangibles
|
10.3
|
|
|
Deferred tax assets
|
2.0
|
|
|
Other assets
|
4.2
|
|
|
Fair value of assets acquired
|
$
|
56.1
|
|
|
|
||
Goodwill
|
$
|
2.7
|
|
(in millions)
|
September 30,
2019 |
|
December 31,
2018 |
||||
Euro Senior Secured Term Loan A, due May 2024 (floating interest rate of 1.75% at September 30, 2019)
|
$
|
273.0
|
|
|
$
|
—
|
|
Euro Senior Secured Term Loan A, due January 2022 (floating interest rate of 1.50% at December 31, 2018)
|
—
|
|
|
289.0
|
|
||
USD Senior Secured Term Loan A, due May 2024 (floating interest rate of 3.94% at September 30, 2019)
|
98.7
|
|
|
—
|
|
||
Australian Dollar Senior Secured Term Loan A, due May 2024 (floating interest rate of 2.76% at September 30, 2019)
|
40.8
|
|
|
—
|
|
||
Australian Dollar Senior Secured Term Loan A, due January 2022 (floating interest rate of 3.56% at December 31, 2018)
|
—
|
|
|
43.0
|
|
||
U.S. Dollar Senior Secured Revolving Credit Facility, due May 2024 (floating interest rate of 3.94% at September 30, 2019)
|
64.7
|
|
|
—
|
|
||
U.S. Dollar Senior Secured Revolving Credit Facility, due January 2022 (floating interest rate of 4.36% at December 31, 2018)
|
—
|
|
|
106.8
|
|
||
Australian Dollar Senior Secured Revolving Credit Facility, due May 2024 (floating interest rate of 2.78% at September 30, 2019)
|
67.7
|
|
|
—
|
|
||
Australian Dollar Senior Secured Revolving Credit Facility, due January 2022 (floating interest rate of 3.54% at December 31, 2018)
|
—
|
|
|
73.9
|
|
||
Senior Unsecured Notes, due December 2024 (fixed interest rate of 5.25%)
|
375.0
|
|
|
375.0
|
|
||
Other borrowings
|
3.6
|
|
|
0.3
|
|
||
Total debt
|
923.5
|
|
|
888.0
|
|
||
Less:
|
|
|
|
||||
Current portion
|
35.2
|
|
|
39.5
|
|
||
Debt issuance costs, unamortized
|
5.8
|
|
|
5.5
|
|
||
Long-term debt, net
|
$
|
882.5
|
|
|
$
|
843.0
|
|
•
|
extend the maturity date to May 23, 2024;
|
•
|
increase the aggregate revolving credit commitments under the Revolving Facility from $500.0 million to $600.0 million;
|
•
|
establish a new term loan facility denominated in U.S. Dollars in an aggregate principal amount of $100.0 million (the "USD Term Loan");
|
•
|
replace the minimum fixed coverage ratio of 1.25:1.00 with a minimum interest coverage ratio, as calculated under the Credit Agreement, of 3.00:1.00;
|
•
|
reflect a more favorable restricted payment covenant, with the consolidated leverage ratio hurdle for unlimited restricted payments (including share repurchases and dividends) as calculated under the Credit Agreement increasing from 2.50x to 3.25x;
|
•
|
reflect, in certain cases, more favorable pricing with a 25 basis point reduction in the applicable rate on outstanding loans than was in effect prior to the Second Amendment based on the Company's current consolidated leverage ratio, along with lower fees on undrawn amounts;
|
•
|
eliminate the requirement to make annual principal prepayments of excess cash flow;
|
•
|
reduce amortization payments for the term loans; and
|
•
|
increase the qualified receivables transaction basket with respect to sales or financings of certain receivables.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
(in millions)
|
2019
|
|
2019
|
||||
Operating lease cost
|
$
|
7.3
|
|
|
$
|
21.7
|
|
Sublease income
|
(0.5
|
)
|
|
(1.3
|
)
|
||
Total lease cost
|
$
|
6.8
|
|
|
$
|
20.4
|
|
|
Nine Months Ended September 30,
|
||
(in millions, except lease term and discount rate)
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
22.4
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
25.6
|
|
|
|
||
Weighted average remaining lease term:
|
|
||
Operating leases
|
7.2 years
|
|
|
|
|
||
Weighted average discount rate:
|
|
||
Operating leases
|
5.3
|
%
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
Pension
|
|
Post-retirement
|
||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Service cost
|
$
|
0.3
|
|
|
$
|
0.4
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
1.8
|
|
|
1.6
|
|
|
3.3
|
|
|
3.1
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Expected return on plan assets
|
(2.9
|
)
|
|
(2.9
|
)
|
|
(5.1
|
)
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of net loss (gain)
|
0.6
|
|
|
0.7
|
|
|
0.9
|
|
|
0.8
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||||
Amortization of prior service cost
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit income(1)
|
$
|
(0.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
Pension
|
|
Post-retirement
|
||||||||||||||||||||
|
U.S.
|
|
International
|
|
|
|
|
||||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Service cost
|
$
|
1.0
|
|
|
$
|
1.2
|
|
|
$
|
0.9
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
5.5
|
|
|
5.0
|
|
|
10.1
|
|
|
9.8
|
|
|
0.2
|
|
|
0.1
|
|
||||||
Expected return on plan assets
|
(8.7
|
)
|
|
(8.8
|
)
|
|
(15.4
|
)
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization of net loss (gain)
|
1.6
|
|
|
2.0
|
|
|
2.6
|
|
|
2.6
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Amortization of prior service cost
|
0.3
|
|
|
0.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit income(1)
|
$
|
(0.3
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
(1)
|
The components, other than service cost, are included in the line "Non-operating pension income" in the Consolidated Statements of Income.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Stock option compensation expense
|
$
|
0.7
|
|
|
$
|
0.5
|
|
|
$
|
2.0
|
|
|
$
|
1.5
|
|
RSU compensation expense
|
1.2
|
|
|
0.8
|
|
|
4.1
|
|
|
3.7
|
|
||||
PSU compensation expense
|
(1.0
|
)
|
|
(2.5
|
)
|
|
0.2
|
|
|
0.8
|
|
||||
Total stock-based compensation expense
|
$
|
0.9
|
|
|
$
|
(1.2
|
)
|
|
$
|
6.3
|
|
|
$
|
6.0
|
|
|
September 30, 2019
|
||
|
Unrecognized
|
|
Weighted Average
|
|
Compensation
|
|
Years Expense To Be
|
(in millions, except weighted average years)
|
Expense
|
|
Recognized Over
|
Stock options
|
$4.2
|
|
2.0
|
RSUs
|
$6.8
|
|
2.0
|
PSUs
|
$5.7
|
|
2.1
|
(in millions)
|
September 30,
2019 |
|
December 31,
2018 |
||||
Raw materials
|
$
|
43.2
|
|
|
$
|
55.4
|
|
Work in process
|
3.9
|
|
|
4.3
|
|
||
Finished goods
|
265.4
|
|
|
280.9
|
|
||
Total inventories
|
$
|
312.5
|
|
|
$
|
340.6
|
|
(in millions)
|
ACCO
Brands North America |
|
ACCO
Brands EMEA |
|
ACCO
Brands International |
|
Total
|
||||||||
|
|
|
|||||||||||||
Balance at December 31, 2018
|
$
|
375.6
|
|
|
$
|
165.6
|
|
|
$
|
167.7
|
|
|
$
|
708.9
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
12.3
|
|
|
12.3
|
|
||||
Foreign currency translation
|
—
|
|
|
(10.4
|
)
|
|
(1.1
|
)
|
|
(11.5
|
)
|
||||
Balance at September 30, 2019
|
$
|
375.6
|
|
|
$
|
155.2
|
|
|
$
|
178.9
|
|
|
$
|
709.7
|
|
(in millions)
|
Fair Value
|
|
Remaining Useful Life Ranges
|
||
Trade name - amortizable
|
$
|
0.8
|
|
|
10 Years
|
Customer relationships
|
2.4
|
|
|
7 Years
|
|
Total identifiable intangibles acquired
|
$
|
3.2
|
|
|
|
(in millions)
|
Fair Value
|
|
Remaining Useful Life Ranges
|
||
Trade name - amortizable
|
$
|
3.8
|
|
|
15 Years
|
Customer relationships
|
6.5
|
|
|
10 Years
|
|
Total identifiable intangibles acquired
|
$
|
10.3
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in millions)
|
Gross
Carrying Amounts |
|
Accumulated
Amortization |
|
Net
Book Value |
|
Gross
Carrying Amounts |
|
Accumulated
Amortization |
|
Net
Book Value |
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
$
|
462.8
|
|
|
$
|
(44.5
|
)
|
(1)
|
$
|
418.3
|
|
|
$
|
471.7
|
|
|
$
|
(44.5
|
)
|
(1)
|
$
|
427.2
|
|
Amortizable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
312.9
|
|
|
(80.0
|
)
|
|
232.9
|
|
|
306.0
|
|
|
(70.5
|
)
|
|
235.5
|
|
||||||
Customer and contractual relationships
|
236.9
|
|
|
(135.4
|
)
|
|
101.5
|
|
|
240.2
|
|
|
(120.5
|
)
|
|
119.7
|
|
||||||
Patents
|
5.3
|
|
|
(1.2
|
)
|
|
4.1
|
|
|
5.5
|
|
|
(0.9
|
)
|
|
4.6
|
|
||||||
Subtotal
|
555.1
|
|
|
(216.6
|
)
|
|
338.5
|
|
|
551.7
|
|
|
(191.9
|
)
|
|
359.8
|
|
||||||
Total identifiable intangibles
|
$
|
1,017.9
|
|
|
$
|
(261.1
|
)
|
|
$
|
756.8
|
|
|
$
|
1,023.4
|
|
|
$
|
(236.4
|
)
|
|
$
|
787.0
|
|
(1)
|
Accumulated amortization prior to the adoption of authoritative guidance on goodwill and other intangible assets, at which time further amortization ceased.
|
(in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||||
Estimated amortization expense(2)
|
$
|
35.7
|
|
|
$
|
32.4
|
|
|
$
|
28.7
|
|
|
$
|
25.1
|
|
|
$
|
22.9
|
|
|
$
|
21.2
|
|
(2)
|
Actual amounts of amortization expense may differ from estimated amounts due to changes in foreign currency exchange rates, additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.
|
(in millions)
|
Balance at December 31, 2018
|
|
Provision
|
|
Cash
Expenditures |
|
Non-cash
Items/ Currency Change |
|
Balance at September 30, 2019
|
||||||||||
Employee termination costs(1)
|
$
|
7.9
|
|
|
$
|
4.1
|
|
|
$
|
(7.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
4.6
|
|
Termination of lease agreements(2)
|
1.8
|
|
|
0.1
|
|
|
(1.6
|
)
|
|
—
|
|
|
0.3
|
|
|||||
Other(3)
|
—
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
|||||
Total restructuring liability
|
$
|
9.7
|
|
|
$
|
4.8
|
|
|
$
|
(8.9
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
5.4
|
|
(in millions)
|
Balance at December 31, 2017
|
|
Provision
|
|
Cash
Expenditures |
|
Non-cash
Items/ Currency Change |
|
Balance at September 30, 2018
|
||||||||||
Employee termination costs
|
$
|
12.0
|
|
|
$
|
4.2
|
|
|
$
|
(8.7
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
7.1
|
|
Termination of lease agreements
|
0.8
|
|
|
3.5
|
|
|
(1.6
|
)
|
|
(0.1
|
)
|
|
2.6
|
|
|||||
Other
|
0.5
|
|
|
0.2
|
|
|
(0.5
|
)
|
|
—
|
|
|
0.2
|
|
|||||
Total restructuring liability
|
$
|
13.3
|
|
|
$
|
7.9
|
|
|
$
|
(10.8
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
9.9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted-average number of shares of common stock outstanding - basic
|
97.6
|
|
|
103.8
|
|
|
100.4
|
|
|
105.6
|
|
Stock options
|
0.4
|
|
|
1.1
|
|
|
0.4
|
|
|
1.1
|
|
Restricted stock units
|
0.9
|
|
|
1.0
|
|
|
1.1
|
|
|
1.2
|
|
Weighted-average shares and assumed conversions - diluted
|
98.9
|
|
|
105.9
|
|
|
101.9
|
|
|
107.9
|
|
|
Fair Value of Derivative Instruments
|
||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||
(in millions)
|
Balance Sheet
Location |
|
September 30, 2019
|
|
December 31,
2018 |
|
Balance Sheet
Location |
|
September 30, 2019
|
|
December 31,
2018 |
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
2.0
|
|
|
$
|
3.3
|
|
|
Other current liabilities
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
Other current assets
|
|
—
|
|
|
0.6
|
|
|
Other current liabilities
|
|
1.0
|
|
|
1.7
|
|
||||
Foreign exchange contracts
|
Other non-current assets
|
|
1.5
|
|
|
12.7
|
|
|
Other non-current liabilities
|
|
1.5
|
|
|
12.7
|
|
||||
Total derivatives
|
|
|
$
|
3.5
|
|
|
$
|
16.6
|
|
|
|
|
$
|
2.8
|
|
|
$
|
14.5
|
|
|
|
The Effect of Derivative Instruments in Cash Flow Hedging Relationships on the Condensed Consolidated Financial Statements
|
||||||||||||||||
|
|
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)
|
|
Location of (Gain) Loss Reclassified from AOCI to Income
|
|
Amount of (Gain) Loss
Reclassified from AOCI to Income (Effective Portion) |
||||||||||||
|
|
Three Months Ended September 30,
|
|
|
|
Three Months Ended September 30,
|
||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
2.7
|
|
|
$
|
(3.6
|
)
|
|
Cost of products sold
|
|
$
|
(0.7
|
)
|
|
$
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
The Effect of Derivative Instruments in Cash Flow Hedging Relationships on the Condensed Consolidated Financial Statements
|
||||||||||||||||
|
|
Amount of Gain (Loss) Recognized in AOCI (Effective Portion)
|
|
Location of (Gain) Loss Reclassified from AOCI to Income
|
|
Amount of (Gain) Loss
Reclassified from AOCI to Income (Effective Portion) |
||||||||||||
|
|
Nine Months Ended September 30,
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign exchange contracts
|
$
|
2.3
|
|
|
$
|
(1.6
|
)
|
|
Cost of products sold
|
|
$
|
(3.6
|
)
|
|
$
|
5.5
|
|
|
The Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income
|
||||||||||||||||
|
Location of (Gain) Loss Recognized in
Income on Derivatives |
|
Amount of (Gain) Loss
Recognized in Income |
|
Amount of (Gain) Loss
Recognized in Income |
||||||||||||
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign exchange contracts
|
Other (income) expense, net
|
|
$
|
(0.2
|
)
|
|
$
|
1.0
|
|
|
$
|
(0.7
|
)
|
|
$
|
1.4
|
|
Level 1
|
Unadjusted quoted prices in active markets for identical assets or liabilities
|
Level 2
|
Unadjusted quoted prices in active markets for similar assets or liabilities, or
|
|
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
|
|
Inputs other than quoted prices that are observable for the asset or liability
|
Level 3
|
Unobservable inputs for the asset or liability
|
(in millions)
|
September 30,
2019 |
|
December 31,
2018 |
||||
Assets:
|
|
|
|
||||
Forward currency contracts
|
$
|
3.5
|
|
|
$
|
16.6
|
|
Liabilities:
|
|
|
|
||||
Forward currency contracts
|
$
|
2.8
|
|
|
$
|
14.5
|
|
(in millions)
|
Derivative
Financial Instruments |
|
Foreign Currency Adjustments |
|
Unrecognized
Pension and Other Post-retirement Benefit Costs |
|
Accumulated
Other Comprehensive Income (Loss) |
||||||||
Balance at December 31, 2018
|
$
|
2.1
|
|
|
$
|
(299.2
|
)
|
|
$
|
(164.6
|
)
|
|
$
|
(461.7
|
)
|
Other comprehensive loss before reclassifications, net of tax
|
1.4
|
|
|
(22.4
|
)
|
|
3.2
|
|
|
(17.8
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income, net of tax
|
(2.3
|
)
|
|
—
|
|
|
3.4
|
|
|
1.1
|
|
||||
Balance at September 30, 2019
|
$
|
1.2
|
|
|
$
|
(321.6
|
)
|
|
$
|
(158.0
|
)
|
|
$
|
(478.4
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
||||||||
(in millions)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Location on Income Statement
|
||||||||||||
Details about Accumulated Other Comprehensive Income Components
|
|||||||||||||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
0.7
|
|
|
$
|
(2.6
|
)
|
|
$
|
3.6
|
|
|
$
|
(5.5
|
)
|
Cost of products sold
|
Tax (expense) benefit
|
|
(0.4
|
)
|
|
0.8
|
|
|
(1.3
|
)
|
|
1.6
|
|
Income tax expense
|
||||
Net of tax
|
|
$
|
0.3
|
|
|
$
|
(1.8
|
)
|
|
$
|
2.3
|
|
|
$
|
(3.9
|
)
|
|
Defined benefit plan items:
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss
|
|
$
|
(1.4
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(4.3
|
)
|
(1)
|
Amortization of prior service cost
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
(1)
|
||||
Total before tax
|
|
(1.6
|
)
|
|
(1.5
|
)
|
|
(4.3
|
)
|
|
(4.6
|
)
|
|
||||
Tax benefit
|
|
0.5
|
|
|
0.4
|
|
|
0.9
|
|
|
1.1
|
|
Income tax expense
|
||||
Net of tax
|
|
$
|
(1.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(3.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total reclassifications for the period, net of tax
|
|
$
|
(0.8
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(7.4
|
)
|
|
(1)
|
These accumulated other comprehensive income components are included in the computation of net periodic benefit cost for pension and post-retirement plans. See "Note 6. Pension and Other Retiree Benefits" for additional details.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
United States
|
$
|
235.8
|
|
|
$
|
227.6
|
|
|
$
|
646.4
|
|
|
$
|
617.7
|
|
Canada
|
36.6
|
|
|
35.8
|
|
|
94.3
|
|
|
94.1
|
|
||||
ACCO Brands North America
|
272.4
|
|
|
263.4
|
|
|
740.7
|
|
|
711.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
ACCO Brands EMEA(2)
|
133.1
|
|
|
143.1
|
|
|
407.9
|
|
|
438.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Australia/N.Z.
|
37.1
|
|
|
41.4
|
|
|
100.7
|
|
|
118.8
|
|
||||
Latin America
|
52.1
|
|
|
47.6
|
|
|
134.8
|
|
|
106.7
|
|
||||
Asia-Pacific
|
11.0
|
|
|
11.8
|
|
|
34.2
|
|
|
36.5
|
|
||||
ACCO Brands International
|
100.2
|
|
|
100.8
|
|
|
269.7
|
|
|
262.0
|
|
||||
Net sales
|
$
|
505.7
|
|
|
$
|
507.3
|
|
|
$
|
1,418.3
|
|
|
$
|
1,411.9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Product and services transferred at a point in time
|
$
|
489.8
|
|
|
$
|
493.3
|
|
|
$
|
1,370.4
|
|
|
$
|
1,372.0
|
|
Product and services transferred over time
|
15.9
|
|
|
14.0
|
|
|
47.9
|
|
|
39.9
|
|
||||
Net sales
|
$
|
505.7
|
|
|
$
|
507.3
|
|
|
$
|
1,418.3
|
|
|
$
|
1,411.9
|
|
Operating Segment
|
|
Geography
|
ACCO Brands North America
|
|
United States and Canada
|
ACCO Brands EMEA
|
|
Europe, Middle East and Africa
|
ACCO Brands International
|
|
Australia/N.Z., Latin America and Asia-Pacific
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
ACCO Brands North America
|
$
|
272.4
|
|
|
$
|
263.4
|
|
|
$
|
740.7
|
|
|
$
|
711.8
|
|
ACCO Brands EMEA
|
133.1
|
|
|
143.1
|
|
|
407.9
|
|
|
438.1
|
|
||||
ACCO Brands International
|
100.2
|
|
|
100.8
|
|
|
269.7
|
|
|
262.0
|
|
||||
Net sales
|
$
|
505.7
|
|
|
$
|
507.3
|
|
|
$
|
1,418.3
|
|
|
$
|
1,411.9
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
ACCO Brands North America
|
$
|
33.7
|
|
|
$
|
33.7
|
|
|
$
|
101.1
|
|
|
$
|
88.1
|
|
ACCO Brands EMEA
|
13.8
|
|
|
14.6
|
|
|
37.1
|
|
|
37.1
|
|
||||
ACCO Brands International
|
10.8
|
|
|
16.1
|
|
|
20.5
|
|
|
25.2
|
|
||||
Segment operating income
|
58.3
|
|
|
64.4
|
|
|
158.7
|
|
|
150.4
|
|
||||
Corporate
|
(9.5
|
)
|
|
(6.9
|
)
|
|
(30.6
|
)
|
|
(29.4
|
)
|
||||
Operating income(1)
|
48.8
|
|
|
57.5
|
|
|
128.1
|
|
|
121.0
|
|
||||
Interest expense
|
11.5
|
|
|
11.6
|
|
|
33.6
|
|
|
30.9
|
|
||||
Interest income
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(2.9
|
)
|
|
(3.5
|
)
|
||||
Non-operating pension income
|
(1.3
|
)
|
|
(2.6
|
)
|
|
(4.1
|
)
|
|
(7.1
|
)
|
||||
Other (income) expense, net
|
(0.9
|
)
|
|
0.6
|
|
|
0.1
|
|
|
1.6
|
|
||||
Income before income tax
|
$
|
40.2
|
|
|
$
|
49.0
|
|
|
$
|
101.4
|
|
|
$
|
99.1
|
|
(1)
|
Operating income as presented in the segment table above is defined as i) net sales; ii) less cost of products sold; iii) less selling, general and administrative expenses; iv) less amortization of intangibles; and v) less restructuring charges.
|
|
|
2019 3rd QTR Average Versus 2018 3rd QTR Average
|
|
2019 YTD Average Versus 2018 YTD Average
|
Currency
|
|
Increase/(Decline)
|
|
Increase/(Decline)
|
Euro
|
|
(4)%
|
|
(6)%
|
Australian dollar
|
|
(6)%
|
|
(8)%
|
Canadian dollar
|
|
(1)%
|
|
(3)%
|
Brazilian real
|
|
—%
|
|
(8)%
|
Swedish krona
|
|
(7)%
|
|
(9)%
|
British pound
|
|
(5)%
|
|
(6)%
|
Mexican peso
|
|
(2)%
|
|
(1)%
|
Japanese yen
|
|
3%
|
|
1%
|
|
Three Months Ended September 30,
|
|
Amount of Change
|
|
|||||||||||
(in millions, except per share data)
|
2019
|
|
2018
|
|
$
|
|
%/pts
|
|
|||||||
Net sales
|
$
|
505.7
|
|
|
$
|
507.3
|
|
|
$
|
(1.6
|
)
|
|
(0.3
|
)%
|
|
Cost of products sold
|
349.8
|
|
|
346.5
|
|
|
3.3
|
|
|
1.0
|
%
|
|
|||
Gross profit
|
155.9
|
|
|
160.8
|
|
|
(4.9
|
)
|
|
(3.0
|
)%
|
|
|||
Gross profit margin
|
30.8
|
%
|
|
31.7
|
%
|
|
|
|
(0.9)
|
|
pts
|
||||
Selling, general and administrative expenses
|
96.4
|
|
|
92.8
|
|
|
3.6
|
|
|
3.9
|
%
|
|
|||
Amortization of intangibles
|
8.6
|
|
|
9.4
|
|
|
(0.8
|
)
|
|
(8.5
|
)%
|
|
|||
Restructuring charges
|
2.1
|
|
|
1.1
|
|
|
1.0
|
|
|
90.9
|
%
|
|
|||
Operating income
|
48.8
|
|
|
57.5
|
|
|
(8.7
|
)
|
|
(15.1
|
)%
|
|
|||
Operating income margin
|
9.6
|
%
|
|
11.3
|
%
|
|
|
|
(1.7)
|
|
pts
|
||||
Interest expense
|
11.5
|
|
|
11.6
|
|
|
(0.1
|
)
|
|
(0.9
|
)%
|
|
|||
Interest income
|
(0.7
|
)
|
|
(1.1
|
)
|
|
(0.4
|
)
|
|
(36.4
|
)%
|
|
|||
Non-operating pension income
|
(1.3
|
)
|
|
(2.6
|
)
|
|
(1.3
|
)
|
|
(50.0
|
)%
|
|
|||
Other (income) expense, net
|
(0.9
|
)
|
|
0.6
|
|
|
1.5
|
|
|
NM
|
|
|
|||
Income tax expense
|
12.2
|
|
|
13.4
|
|
|
(1.2
|
)
|
|
(9.0
|
)%
|
|
|||
Effective tax rate
|
30.3
|
%
|
|
27.3
|
%
|
|
|
|
3.0
|
|
pts
|
||||
Net income
|
28.0
|
|
|
35.6
|
|
|
(7.6
|
)
|
|
(21.3
|
)%
|
|
|||
Weighted average number of diluted shares outstanding:
|
98.9
|
|
|
105.9
|
|
|
(7.0
|
)
|
|
(6.6
|
)%
|
|
|||
Diluted income per share
|
$
|
0.28
|
|
|
$
|
0.34
|
|
|
$
|
(0.06
|
)
|
|
(17.6
|
)%
|
|
|
Nine Months Ended September 30,
|
|
Amount of Change
|
|
|||||||||||
(in millions, except per share data)
|
2019
|
|
2018
|
|
$
|
|
%/pts
|
|
|||||||
Net sales
|
$
|
1,418.3
|
|
|
$
|
1,411.9
|
|
|
$
|
6.4
|
|
|
0.5
|
%
|
|
Cost of products sold
|
970.8
|
|
|
961.2
|
|
|
9.6
|
|
|
1.0
|
%
|
|
|||
Gross profit
|
447.5
|
|
|
450.7
|
|
|
(3.2
|
)
|
|
(0.7
|
)%
|
|
|||
Gross profit margin
|
31.6
|
%
|
|
31.9
|
%
|
|
|
|
(0.3)
|
|
pts
|
||||
Selling, general and administrative expenses
|
287.8
|
|
|
294.6
|
|
|
(6.8
|
)
|
|
(2.3
|
)%
|
|
|||
Amortization of intangibles
|
26.8
|
|
|
27.2
|
|
|
(0.4
|
)
|
|
(1.5
|
)%
|
|
|||
Restructuring charges
|
4.8
|
|
|
7.9
|
|
|
(3.1
|
)
|
|
(39.2
|
)%
|
|
|||
Operating income
|
128.1
|
|
|
121.0
|
|
|
7.1
|
|
|
5.9
|
%
|
|
|||
Operating income margin
|
9.0
|
%
|
|
8.6
|
%
|
|
|
|
0.4
|
|
pts
|
||||
Interest expense
|
33.6
|
|
|
30.9
|
|
|
2.7
|
|
|
8.7
|
%
|
|
|||
Interest income
|
(2.9
|
)
|
|
(3.5
|
)
|
|
(0.6
|
)
|
|
(17.1
|
)%
|
|
|||
Non-operating pension income
|
(4.1
|
)
|
|
(7.1
|
)
|
|
(3.0
|
)
|
|
(42.3
|
)%
|
|
|||
Other expense, net
|
0.1
|
|
|
1.6
|
|
|
(1.5
|
)
|
|
(93.8
|
)%
|
|
|||
Income tax expense
|
38.1
|
|
|
27.4
|
|
|
10.7
|
|
|
39.1
|
%
|
|
|||
Effective tax rate
|
37.6
|
%
|
|
27.6
|
%
|
|
|
|
10.0
|
|
pts
|
||||
Net income
|
63.3
|
|
|
71.7
|
|
|
(8.4
|
)
|
|
(11.7
|
)%
|
|
|||
Weighted average number of diluted shares outstanding:
|
101.9
|
|
|
107.9
|
|
|
(6.0
|
)
|
|
(5.6
|
)%
|
|
|||
Diluted income per share
|
$
|
0.62
|
|
|
$
|
0.66
|
|
|
$
|
(0.04
|
)
|
|
(6.1
|
)%
|
|
|
Amount of Change - Three Months Ended September 30, 2019 compared to the Three Months Ended September 30, 2018
|
||||||
|
$ Change - Net Sales
|
||||||
|
|
Non-GAAP
|
|||||
|
GAAP
|
|
|
|
|
|
Comparable
|
|
Net Sales
|
|
Currency
|
|
|
|
Net Sales
|
(in millions)
|
Change
|
|
Translation
|
|
Acquisition
|
|
Change
|
ACCO Brands North America
|
$9.0
|
|
$(0.2)
|
|
$—
|
|
$9.2
|
ACCO Brands EMEA
|
(10.0)
|
|
(6.7)
|
|
—
|
|
(3.3)
|
ACCO Brands International
|
(0.6)
|
|
(2.8)
|
|
5.7
|
|
(3.5)
|
Total
|
$(1.6)
|
|
$(9.7)
|
|
$5.7
|
|
$2.4
|
|
|
|
|
|
|
|
|
|
% Change - Net Sales
|
||||||
|
|
Non-GAAP
|
|||||
|
GAAP
|
|
|
|
|
|
Comparable
|
|
Net Sales
|
|
Currency
|
|
|
|
Net Sales
|
|
Change
|
|
Translation
|
|
Acquisition
|
|
Change
|
ACCO Brands North America
|
3.4%
|
|
(0.1)%
|
|
—%
|
|
3.5%
|
ACCO Brands EMEA
|
(7.0)%
|
|
(4.7)%
|
|
—%
|
|
(2.3)%
|
ACCO Brands International
|
(0.6)%
|
|
(2.8)%
|
|
5.7%
|
|
(3.5)%
|
Total
|
(0.3)%
|
|
(1.9)%
|
|
1.1%
|
|
0.5%
|
|
|
|
|
|
|
|
|
|
Amount of Change - Nine Months Ended September 30, 2019 compared to the Nine Months Ended September 30, 2018
|
||||||
|
$ Change - Net Sales
|
||||||
|
|
Non-GAAP
|
|||||
|
GAAP
|
|
|
|
|
|
Comparable
|
|
Net Sales
|
|
Currency
|
|
|
|
Net Sales
|
(in millions)
|
Change
|
|
Translation
|
|
Acquisition
|
|
Change
|
ACCO Brands North America
|
$28.9
|
|
$(2.5)
|
|
$—
|
|
$31.4
|
ACCO Brands EMEA
|
(30.2)
|
|
(29.1)
|
|
—
|
|
(1.1)
|
ACCO Brands International
|
7.7
|
|
(13.8)
|
|
29.4
|
|
(7.9)
|
Total
|
$6.4
|
|
$(45.4)
|
|
$29.4
|
|
$22.4
|
|
|
|
|
|
|
|
|
|
% Change - Net Sales
|
||||||
|
|
Non-GAAP
|
|||||
|
GAAP
|
|
|
|
|
|
Comparable
|
|
Net Sales
|
|
Currency
|
|
|
|
Net Sales
|
|
Change
|
|
Translation
|
|
Acquisition
|
|
Change
|
ACCO Brands North America
|
4.1%
|
|
(0.4)%
|
|
—%
|
|
4.5%
|
ACCO Brands EMEA
|
(6.9)%
|
|
(6.6)%
|
|
—%
|
|
(0.3)%
|
ACCO Brands International
|
2.9%
|
|
(5.3)%
|
|
11.2%
|
|
(3.0)%
|
Total
|
0.5%
|
|
(3.2)%
|
|
2.1%
|
|
1.6%
|
|
|
|
|
|
|
|
|
|
2019
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
Year-to-Date
|
||||||||
Net cash (used) provided by operating activities
|
$
|
(61.3
|
)
|
|
$
|
(54.4
|
)
|
|
$
|
190.8
|
|
|
$
|
75.1
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash (used) by investing activities:
|
(12.5
|
)
|
|
(7.1
|
)
|
|
(49.5
|
)
|
|
(69.1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net cash provided (used) by financing activities:
|
107.6
|
|
|
54.3
|
|
|
(196.0
|
)
|
|
(34.1
|
)
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(0.3
|
)
|
|
0.8
|
|
|
(1.7
|
)
|
|
(1.2
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
33.5
|
|
|
$
|
(6.4
|
)
|
|
$
|
(56.4
|
)
|
|
$
|
(29.3
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
2018
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
Year-to-Date
|
||||||||
Net cash provided (used) by operating activities
|
$
|
60.4
|
|
|
$
|
(66.9
|
)
|
|
$
|
91.2
|
|
|
$
|
84.7
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash (used) by investing activities:
|
(8.0
|
)
|
|
(9.0
|
)
|
|
(46.4
|
)
|
|
(63.4
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net cash (used) provided by financing activities:
|
(7.0
|
)
|
|
99.1
|
|
|
(88.2
|
)
|
|
3.9
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
0.4
|
|
|
(6.7
|
)
|
|
(0.8
|
)
|
|
(7.1
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
45.8
|
|
|
$
|
16.5
|
|
|
$
|
(44.2
|
)
|
|
$
|
18.1
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
Amount of Change
|
||||||||
(in millions)
|
September 30,
2019 |
|
September 30,
2018 |
|
|||||||
Accounts receivable
|
$
|
54.0
|
|
|
$
|
46.2
|
|
|
7.8
|
|
|
Inventories
|
34.8
|
|
|
(81.2
|
)
|
|
116.0
|
|
|||
Accounts payable
|
(102.1
|
)
|
|
39.1
|
|
|
(141.2
|
)
|
|||
Cash flow (used) provided by net working capital
|
$
|
(13.3
|
)
|
|
$
|
4.1
|
|
|
$
|
(17.4
|
)
|
•
|
Inventories generated $34.8 million in 2019, a favorable change of $116.0 million when compared with the $81.2 million used in the prior year. Inventory was higher at year end 2018 following advanced purchases of materials to secure supply and to partially reduce the anticipated inflation, including tariffs, which have continued to inflate the value of inventory held. As a consequence, incremental purchases in 2019 were lower than the prior year and inventory levels are now similar to our seasonal normal although reflecting inflation.
|
•
|
Accounts payable used $102.1 million in 2019, an adverse change of $141.2 million when compared with the $39.1 million contributed in 2018. This was due to a cycle of earlier inventory purchases which occurred in the fourth quarter of 2018 that resulted in unusually high payables at 2018 year end (and higher payments earlier in 2019). Incremental purchases in the third quarter of 2019 were lower than the prior year as inventory was consumed.
|
•
|
Accounts receivable contributed $54.0 million in 2019, compared to a contribution of $46.2 million in the prior year. The $7.8 million improvement resulted from strong third quarter back-to-school collections in North America, partially offset by lower 2018 year-end accounts receivable which reduced collections in early 2019.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program(1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
|
||||||
July 1, 2019 to July 31, 2019
|
|
1,504,310
|
|
|
$
|
7.91
|
|
|
1,504,310
|
|
|
$
|
157,733,070
|
|
August 1, 2019 to August 31, 2019
|
|
353,935
|
|
|
9.46
|
|
|
353,935
|
|
|
154,384,473
|
|
||
September 1, 2019 to September 30, 2019
|
|
249,378
|
|
|
9.59
|
|
|
249,378
|
|
|
151,993,771
|
|
||
Total
|
|
2,107,623
|
|
|
$
|
8.37
|
|
|
2,107,623
|
|
|
$
|
151,993,771
|
|
3.1
|
31.1
|
31.2
|
32.1
|
32.2
|
101.INS
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
REGISTRANT:
|
|
|
|
ACCO BRANDS CORPORATION
|
|
|
|
By:
|
/s/ Boris Elisman
|
Boris Elisman
|
|
Chairman, President 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/ Kathleen D. Hood
|
Kathleen D. Hood
|
|
Senior Vice President and Chief Accounting Officer
(principal accounting officer)
|
(d)
|
the dates at which dividends, if any, shall be payable;
|
(e)
|
the redemption rights and price or prices, if any, for shares of the series;
|
(j)
|
the voting rights, if any, of the holders of shares of the series.
|
3.
|
Certain Definitions. For the purposes of this Article X:
|
A.
|
A "Business Combination" shall mean:
|
D.
|
A person shall be a "beneficial owner" of any Capital Stock:
|
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 fiscal 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.
|
By:
|
/s/ Boris Elisman
|
|
Boris Elisman
|
|
Chairman, President and
Chief Executive Officer
|
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 fiscal 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.
|
By:
|
/s/ Neal V. Fenwick
|
|
Neal V. Fenwick
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) 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/ Boris Elisman
|
|
Boris Elisman
|
|
Chairman, President and
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) 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
|