ACCO BRANDS Corp (ACCO)

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

Introduction

Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three and six months ended June 30, 2026 and 2025 should be read in conjunction with the unaudited condensed consolidated financial statements of ACCO Brands Corporation and the accompanying notes contained therein.

Overview of the Company

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

The Company has two operating segments, Americas and International. Each operating segment designs, markets, sources, manufactures, and sells recognized consumer, technology and business branded products used in schools, homes and at work. Product designs are tailored to end-user preferences in each geographic region, and where possible, leverage common engineering, design, and sourcing.

Our product categories include gaming and computer accessories; storage and organization; notebooks; shredding; laminating and binding machines; stapling; punching; planners; dry erase boards; and do-it-yourself tools, among others. We distribute our products through a wide variety of channels to ensure that our products are readily and conveniently available for purchase by consumers and other end-users, wherever they prefer to shop. These channels include mass retailers, e-tailers, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, contract stationers, and specialty technology distributors. We also sell directly through e-commerce sites and our direct sales organization.

On January 30, 2026, we completed the acquisition of EPOS from Demant A/S ("EPOS"), a leading Danish hearing healthcare company. Based in Copenhagen, Denmark, EPOS provides a comprehensive range of premium enterprise wired and wireless headsets, and other audio solutions, that build on over a century of research in psychoacoustics. The EPOS product line is designed to reduce listening fatigue, improve voice clarity and support cognitive performance. EPOS complements our global computer accessories portfolio and expands on our strategy into growing technology peripherals.

Overview of Performance

The second quarter benefited from the acquisition of EPOS and favorable foreign exchange. The Company continues to be impacted by softer global demand primarily due to lower consumer and office spending and geopolitical instability. We expect these collective global trends and the impact of evolving trade policy to continue to impact our results of operations.

During the second quarter, our net sales increased $20.3 million, or 5.1 percent, compared to the prior year's second quarter. The net sales increase reflects the acquisition of EPOS and favorable foreign exchange. Growth in the Americas segment's learning and creative category was partially offset by organic declines within the International segment.

We reported operating income of $30.3 million in the second quarter, compared to $33.0 million in the prior year's second quarter. The decline reflects the gain on sale of property in the prior year, as well as the amortization of inventory step-up and a Brazil indirect tax in the current year, which more than offset the increase in gross profit and reduction in restructuring expense.

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Our operating cash flow for the first six months was cash used of $31.8 million compared to cash used of $33.4 million in the prior year primarily reflecting reductions in working capital. Our operating cash flow continues to be seasonal with a historic pattern of strong inflows during the second half of the year.

Tariffs

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

•
Communicated and implemented price increases in the U.S.,

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

•
Negotiated with suppliers on best terms, and

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

In February 2026, the U.S. Supreme Court overturned the temporary tariffs imposed in the prior year under IEEPA, reducing the impact of U.S. tariffs on imported goods prospectively.

In March 2026, the CIT directed the CBP to begin refunding all tariffs imposed under IEEPA. In April 2026, the CBP launched the CAPE process, which allows entities to submit refund claims for IEEPA tariffs paid. We submitted claims seeking approximately $20.6 million of previously paid IEEPA tariffs through CAPE, which we expect to receive during the second half of 2026. In addition, we intend to submit additional claims of approximately $5.0 million which we expect to receive during 2027.

The Company elected to account for the recoveries for previously paid IEEPA tariffs in accordance with ASC 450. ASC 450 states that a gain contingency is not recognized in the financial statements until the gain is realized or realizable. The Company will record tariff refunds received as a reduction of inventory to the extent the inventory remains on hand, or a reduction of cost of goods sold for inventory that has already been sold. There can be no assurance of the timing or likelihood of receipt of these refund claims.

In July 2026, the U.S. government announced new tariffs under Section 301 of the U.S. trade laws which became effective on July 24, 2026 when the temporary tariffs expired.

For further information on our risks related to the impact of tariffs and changes in trade policies, see "Part I, Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025.

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Consolidated Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025

(1)
See reconciliation to GAAP contained in Part I, Item 2. "Supplemental Non-GAAP Financial Measure."

Net Sales

For the three months ended June 30, 2026, net sales increased $20.3 million, or 5.1 percent. including $22.4 million of sales from the acquisition of EPOS and $6.9 million, or 1.7 percent from favorable foreign exchange. Comparable net sales decreased 2.3 percent which includes lower volume of $12.8 million, or 3.2 percent, as growth in the Americas segment's learning and creative category was more than offset by declines in the International segment and technology peripherals globally.

For the six months ended June 30, 2026, net sales increased $46.6 million, or 6.5 percent, including $37.6 million of sales from the acquisition of EPOS and $26.0 million, or 3.7 percent from favorable foreign exchange. Comparable net sales decreased 2.5 percent which includes lower volume, of $25.4 million, or 3.6 percent, as stronger demand for learning and creative categories in the Americas segment and growth in Mexico were more than offset by declines in technology peripherals and lower demand for workspace solutions globally.

Gross Profit

For the three months ended June 30, 2026, gross profit increased $4.4 million, or 3.4 percent, primarily due to global cost reduction actions and the acquisition of EPOS, partially offset by $3.4 million of inventory step-up amortization. Favorable foreign exchange increased gross profit by $1.8 million, or 1.4 percent.

For the six months ended June 30, 2026, gross profit increased $11.6 million, or 5.1 percent, primarily due to global cost reduction actions and the acquisition of EPOS, partially offset by $3.4 million of inventory step-up amortization. Favorable foreign exchange increased gross profit $8.0 million, or 3.5 percent.

Selling, General and Administrative Expenses ("SG&A")

For the three months ended June 30, 2026, SG&A increased $8.6 million, or 10.4 percent. The increase was due to the acquisition of EPOS, a Brazil indirect tax, and adverse foreign exchange which more than offset the positive impact of global cost reductions.

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For the six months ended June 30, 2026, SG&A increased $15.0 million, or 8.6 percent. The increase was due to the acquisition of EPOS, a litigation settlement, a Brazil indirect tax, and adverse foreign exchange which more than offset the positive impact of global cost reductions.

Operating Income

For the three months ended June 30, 2026, operating income decreased $2.7 million or 8.2 percent. The quarter was impacted by the amortization of inventory step-up and a Brazil indirect tax in the current year, partially offset by a reduction in restructuring expense. The prior year quarter benefited from the gain on sale of property.

For the six months ended June 30, 2026, operating income decreased $6.4 million or 24.3 percent. The current year period was impacted by $4.0 million related to a litigation settlement, $3.4 million of inventory step-up amortization, $1.8 million Brazil indirect tax, partially offset by the benefit of cost reduction actions and lower restructuring expense. The prior year benefited from the gain on sale of property of $6.9 million. Favorable foreign exchange benefited operating income $1.3 million, or 4.9 percent.

Bargain Purchase Gain

For the six months ended June 30, 2026, we recorded a $36.5 million preliminary bargain purchase gain related to our acquisition of EPOS.

For further information, see "Note 3. Acquisitions" to the consolidated financial statements contained in "Part I, Item 1. Financial Information" of this Quarterly Report on Form 10-Q.

Income Tax Expense (Benefit)

For the three months en

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements of ACCO Brands Corporation and the accompanying notes contained in Part II, Item 8. and the relevant risks outlined in Part I, Item 1A. Risk Factors of this report. The following discussion and analysis are for the year ended December 31, 2025, compared with the same period in 2024 unless otherwise stated. For a discussion and analysis of the year ended December 31, 2024, compared with the same period in 2023, please refer to "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in Part II, Item 7. of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the "SEC") on February 21, 2025.

Overview of the Company

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

The Company has two operating segments, Americas and International. Americas includes the U.S., Canada, Brazil, Mexico, and Chile and International includes EMEA, Australia, New Zealand, and Asia. Each operating segment designs, markets, sources, manufactures and sells recognized consumer, technology, and business branded products used in schools, homes, and at work. Product designs are tailored to end-user preferences in each geographic region, and where possible, leverage common engineering, design, and sourcing.

Our product categories include gaming and computer accessories; storage and organization; notebooks; shredding; laminating and binding machines; stapling; punching; planners; dry erase boards; and do-it-yourself tools, among others. We distribute our products through a wide variety of channels to ensure that our products are readily and conveniently available for purchase by consumers and other end-users, wherever they prefer to shop. These channels include mass retailers, e-tailers, discount, drug/grocery and variety chains, warehouse clubs, hardware and specialty stores, independent office product dealers, office superstores, wholesalers, contract stationers, and specialist technology businesses. We also sell directly through e-commerce sites and our direct sales organization.

Overview of 2025 Financial Performance

During 2025, the Company was impacted by soft global demand, reflecting weak consumer and business spending due to a weak macroeconomic environment and geopolitical uncertainties. We expect these collective global trends to continue to impact our financial results.

In 2025, our net sales decreased $141.5 million, or 8.5 percent, compared to the prior year. Globally, demand was softer for certain office related products. In addition, sales were impacted by tariff disruptions in the Americas operating segment, primarily in the United States. Gross margin decreased 50 basis points compared to the prior-year period, primarily due to the impact of volume declines and tariff related impacts.

We reported operating income of $92.3 million in 2025 compared to an operating loss of $37.0 million in 2024. The increase was primarily due to the prior year non-cash goodwill and intangible asset impairment charge.

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We reported net income of $41.3 million, or $0.44 per share, compared to a net loss of $101.6 million, or $(1.06) per share in the prior year. The prior year reported net loss reflects non-cash goodwill and intangible asset impairment charges and lower benefits from discrete tax items.

Operating cash flows for the year provided cash of $68.7 million and $148.2 million in 2025 and 2024, respectively. Our seasonal operating cash flow followed our historic pattern of outflow in the first half followed by strong inflows in both quarters of the second half.

Response to Tariffs

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

•
Communicated and implemented price increases in the U.S.,

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

•
Negotiated with suppliers on best terms, and

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

For further information on our risks related to the impact of tariffs and changes in trade policies, see "Part I, Item 1A. Risk Factors" of this report.

Consolidated Results of Operations for the Years Ended December 31, 2025 and 2024

(1)
See reconciliation to GAAP contained in Part II, Item 7. "Supplemental Non-GAAP Financial Measures."

Net Sales

For the year ended December 31, 2025, net sales decreased $141.5 million, or 8.5 percent. Favorable foreign exchange increased sales by $13.2 million, or 0.8 percent. Comparable net sales decreased 9.3 percent. The reported sales decline was driven by lower volume, which was down $161.0 million or 9.7 percent, primarily due to lower global demand for consumer and business products and tariff-related impacts, partially offset by the acquisition of Buro (for more information see "Note 3. Acquisitions" to the Consolidated Financial Statements contained in Part II, Item 8. of this report).

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Gross Profit

For the year ended December 31, 2025, gross profit decreased $55.4 million, or 10.0 percent, primarily due to volume declines, reduced fixed-cost absorption, and impacts from tariffs, partly offset by savings resulting from our global cost reduction actions. Gross profit margin declined 50 basis points. Favorable foreign exchange increased gross profit by $5.4 million, or 1.0 percent.

Selling, General and Administrative Expenses ("SG&A")

For the year ended December 31, 2025, SG&A decreased $19.0 million, or 5.2 percent. The decrease was due to the positive impact of global cost reduction actions and lower incentive compensation expense. Adverse foreign exchange increased SG&A by $2.2 million, or 0.6 percent.

Operating Income (Loss)

For the year ended December 31, 2025, we reported operating income of $92.3 million compared to a loss of $37.0 million in the prior year. The prior year operating loss was due to non-cash impairment charges totaling $165.2 million related to goodwill and an indefinite-lived trade name within our Americas reporting unit. The current year period was impacted by lower sales volume, reduced fixed-cost absorption and $4.8 million of higher restructuring expense, partly offset by a net gain of $6.8 million primarily related to the sale of facilities in Sidney, New York and Barcelona, Spain and the benefit of cost reduction actions and lower incentive compensation expense. Favorable foreign exchange increased operating income $1.8 million, or 4.9 percent.

Interest Expense, Net

For the year ended December 31, 2025, interest expense, net decreased $8.7 million or 19.3 percent, primarily due to lower variable interest rates on lower variable debt balances versus the prior year. The weighted average interest rate on $265.9 million of outstanding variable rate debt as of December 31, 2025, decreased to 4.66 percent from 5.15 percent in the prior year.

Income Tax Expense

For the year ended December 31, 2025, we recorded income tax expense of $7.8 million on income before taxes of $49.1 million. This compared with income tax expense of $14.3 million on a loss before taxes of $87.3 million for the year ended December 31, 2024. After removing the impacts of the 2024 non-cash impairment charges, the decrease in income tax expense versus 2024 was primarily due to a reduction of income before income tax, the tax benefit recorded in 2025 from the settlement of the Brazil Tax Assessments, partially offset by the tax expense for a foreign statutory tax rate change.

See "Note 12. Income Taxes" to the Consolidated Financial Statements contained in Part II, Item 8. of this report for more information.

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

ACCO Brands Americas

(1)
See reconciliation to GAAP contained in Part II, Item 7. "Supplemental Non-GAAP Financial Measure."

(2)
Segment operating income (loss) excludes corporate costs. See "Part II, Item 8. Note 18. Information on Operating Segments" for a reconciliation of total "Segment operating income (loss)" to "Income (Loss) before income tax."

For the year ended December 31, 2025, net sales decreased $105.5 million, or 10.6 percent. Adverse foreign exchange reduced net sales $4.6 million, or 0.5 percent. Comparable net sales decreased 10.1 percent. The reported sales decline was driven by lower volume which was down $98.5 million, or 9.9 percent, primarily due to lower demand for consumer and business products, as well as disruptions in customer purchasing, including cancelled or delayed orders, due to uncertainty related to the tariffs.

For the year ended December 31, 2025, we reported operating income of $97.7 million compared to a loss of $45.5 million. The prior year operating loss was due to non-cash impairment charges totaling $165.2 million related to goodwill and an indefinite-lived trade name. The current year was impacted by lower sales volume, reduced fixed-cost absorption and impacts from tariffs, partly offset by cost savings, lower incentive compensation and the gain on the sale of our Sidney, New York facility of $5.7 million. Favorable foreign exchange increased operating income $0.3 million or 0.7 percent.

ACCO Brands International

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