The majority of our office products, such as stapling, binding and laminating equipment and related consumable supplies, shredders and whiteboards, are used by businesses. Most of these end-users purchase their products from our customers, which include commercial contract stationers, mass merchandisers, retail superstores,traditional office supply resellers, wholesalers resellers, e-tailers, club stores and dealers.other retailers, including on-line retailers. We also supply some of our products directly to large commercial and industrial end-users, and provide business machine maintenance and certain repair services. Additionally, we supply some similar private label products.

Our schoolacademic products include notebooks, folders, decorative calendars and stationery products. We distribute our schoolacademic products primarily through traditionalmass merchandisers and online retail, mass merchandisers,other retailers, such as grocery, drug and office superstore channels.superstores, as well as on-line retailers. We also distribute to small independent retailers in emerging markets and supply some private label products within the school products sector.academic products.

Our calendar products are sold throughoutthrough all the same channels where we sell officebusiness or schoolacademic products, as well as directly to consumers, both on-line and through direct to consumers.mail.

Competitors of our ACCO Brands North America and ACCO Brands International segments include 3M, Blue Sky, Carolina Pad, CCL Industries, Dominion Blueline, Esselte, Fellowes, Franklin Covey, Hamelin, House of Doolittle, LSC Communications, Newell Rubbermaid,

Our products are either manufactured or sourced to ensure that we supply our customers with appropriate customer service, quality products, innovative solutions and attractive pricing. We have built a customer-focused business model with a flexible supply chain to ensure that these factors are appropriately balanced. Using a combination of manufacturing and third-party sourcing also enables us to reduce our costs and effectively manage our production assets by lowering capital investment and working capital requirements. Our strategy is to manufacture locally those products that would incur a relatively high freight and/or duty expense or have high service needs and source those products that have a high proportion of direct labor cost. We currently manufacture approximately half of our products locally where we operate, and source the remaining half. Low-cost sourcing primarily comes from China, but we also source from other Far Eastern countries and Eastern Europe.

Our large customers have the abilitymay seek to leverage their size to obtain favorable terms,pricing and other terms. In addition, they have the ability to directly source their own private label products and to create and support new and competing suppliers. The loss of, or a significant reduction in business fromsales to, one or more of our majortop customers, or significant changes to the terms on which we sell our products to our top customers, could have a material adverse effect on our business, results of operations and financial condition.

Our historical customers, especially our large office superstore and wholesale customers, have steadily consolidated over the last two decades. In the fourth quarter of 2013, two of our large customers, Office Depot and OfficeMax, completed their previously announced merger. Management currently expectsFollowing a customer consolidation, the combined companies will takecompany typically takes actions to harmonize pricing from theirits suppliers, close retail outlets, reduce inventories and rationalize theirits supply chain, which will negatively impactimpacts our sales and margins and adversely affect our business and results of operations. These adverse affects are expected to take several years to be fully realized. There can be no assurance that following consolidation these and other large customers willmargins. Customers who have consolidated or may consolidate in the future may not continue to buy from us across our different product segments or geographic regions or at the same levels as prior to consolidation, which could negativelyadversely impact our financial results. Further, if

Recently, these same customers have sought other means to address the industry consolidation trend continues, it is likelychallenges of increased competition, seeking to transform their businesses in a variety of ways. Such actions may result in our customers changing their historical buying patterns, which may result in further pressures that could reducereductions in our sales and margins and sales and have a materialan adverse affecteffect on our business, results of operations and financial condition.

We cannot predict the rate at which the U.S. dollar will trade against other currencies in the future. When the U.S. dollar strengthens, it makes the dollar more valuable relative to other currencies in the global market, and negatively impacts the U.S. dollar value of our international sales, profits and cash flowsflow and adversely impacts our ability to compete or competitively price our products in those markets. Conversely, if the U.S. dollar weakens, it has the opposite effect.

Our customers operate in a very competitive environment. Historically, large office superstores and wholesalers have maintained a significant market share in business, academic and dated goods, but these customers are experiencing increasing competition from mass merchandisers and on-line retailers. This shift in channels may impact our sales and margins due to the more limited range of products carried in these alternate channels and their overall inventory efficiencies. Additionally, if we are unable to grow sales and gain market share with customers operating in these alternate channels of distribution or if the margins we realize in these channels are lower, our business, results of operations and financial position.condition could be adversely affected.

We operate in highly competitive business segments that faceenvironment, which presents a number of challenges, including including:

As a result, our business is likely to be affected by: (1) the decisions and actions of our major customers including their decisions on whether to increase their purchases of private label products or otherwise change product assortments; (2) decisions of current and potential suppliers of competing products on whether to take advantage of low entry barriers to expand their production or lower prices; and (3) the decisions of end-users of our products to expand their use of lower priced, substitute or alternative productsproducts. Any such decisions could result in lower sales and margins and adversely affect our business, results of operations and financial condition.

Our competitive position depends on continued investment in innovation and product development, manufacturing and sourcing, quality standards, marketing and customer service and support. Our success will depend, in part, on our ability to anticipate and offer products that appeal to the changing needs and preferences of our customers and end-users in a market where many of our product categories are affected by continuing improvements in technology and shortened product lifecycles and others are experiencing secular declines. We may not have sufficient resources to make the investments that may be necessary to anticipate

Sales ofDemand for our products, especially business machines and other durable goods, can be very sensitive to uncertain or weak economic conditions, particularly in categories whereconditions. In addition, during periods of economic uncertainty or weakness, we compete againsttend to see the demand for our products decrease, increased competition from private label and other branded and/or generic products that compete on price and quality, service or other grounds.and our reseller customers reduce inventories. In periods of economic uncertainty or weakness, the demand for our products may decrease, as businesses and consumers may seek or be forcedaddition, end-users tend to purchase more lower cost,lower-cost, private label or other economy brands, may more readily switch to electronic, digital or web-based products serving similar functions, or may forgo certain purchases altogether. As a result, adverse changes in economic conditions or sustained periods of economic uncertainty or weakness particularly in the U.S. and in other geographies where we operate could negatively affect our earnings and could have a materialan adverse effect on our business, results of operations, cash flowsflow and financial position.

The integrationeconomic climate in some of countries in which we operate is unstable, negatively impacting our sales, profitability and transition associated with the acquisition of Mead C&OP, including those relatedcash flow in these countries, and we expect that this situation may continue. Any economic recovery in these countries may be weak and slow to changes to, or implementation of critical information technology systems, required modifications to our internal control systems, processes and information technology systems. Failure to successfully complete the integration and transition could adversely affect our internal control over financial reporting, our disclosure controls and procedures and our ability to effectively and timely report our financial results. If we are unable to accurately report our financial results in a timely manner or are unable to remedy our existing material weakness, avoid future material weaknesses, and conclude that our internal control over financial reporting and disclosure controls and procedures are effective, our business, results of operation and financial condition, investor, supplier and customer confidence in our reported financial information, the market perception of our Company and/or the trading price of our common stock could be materially and adversely affected.materialize.

We rely extensively on our information technology systems, mostmany of which are managed byoutsourced to third-party service providers, acrossproviders. We depend on these systems and our operations. Our abilitythird-party service providers to effectively manage our business and execute the production, distribution and sale of our products as well as our ability to manage and report our financial results and run other support functions depends significantly on the reliabilityfunctions. Although we have implemented service level agreements and capacity of these systems andhave established monitoring controls, if our third-party service providers.outsourcing vendors fail to perform their obligations in a timely manner or at satisfactory levels, our business could suffer. The failure of these systems to operate effectively, problems with transitioning to upgraded or replacement systems, or a breach in the security of these systems could disrupt service to our customers, negatively impact our ability to report our financial results in a timely and accurate manner, damage our reputation and adversely affect our business, results of operations and financial condition.

Our information technology general controls are an important aspectelement of our internal control over financial reporting and our disclosure controls and procedures. Failure to successfully execute our ITinformation technology general controls could adversely impact the effectiveness of our internal control over financial reporting and our disclosure controls and procedures and impair our ability to accurately report our financial results in a timely manner.

Finally, the integration of Pelikan Artline and Esselte will involve changes to, or implementation of critical information technology systems, modifications to our internal controls systems, processes and information technology systems, and the establishment of disclosure controls and procedures and internal control over financial reporting necessary to meet our obligations as a publicly traded company in the U.S. Failure to successfully complete any of these tasks could adversely affect our internal control over financial reporting, our disclosure controls and procedures and our ability to effectively and timely report our financial results. If we are unable to accurately report our financial results in a timely manner or to conclude that ourand establish internal control over financial reporting and disclosure controls and procedures that are effective, our business, results of operation and financial condition, investor, supplier and customer confidence in our reported financial information, the market perception of our Company and/or the trading price of our common stock could be materially and adversely affected.

An increasing percentageWe sell computer products in a market that is characterized by rapid technological changes, short product life cycles and a dependency on the introduction by third party manufacturers of new products and devices, which drives demand for accessories sold by the Company's sales are derived from emerging markets such as Latin AmericaCompany. To compete successfully, we need to anticipate and Asia. Moreover, the profitable growth of our businessbring to market innovative new accessories in emerging markets is key to our long term growth strategy. If we are unablea timely and effective way, which requires significant skills and investment. We may not have sufficient market intelligence, talent or resources to successfully expandmeet these challenges. Additionally, the short product life cycles increase the risk that our businesses in emerging markets,products will become commoditized or achieve the return on capitalobsolete and that we expect as a result of our investments, our financial performance could be adversely affected.left with an excess of old and slow-moving inventory. Rapid changes in technology, shifting demand for personal computers, laptops, tablets and mobile devices, as well as delays in the introduction of

Tilibra is disputing both of the tax assessments through established administrative procedures. We believe we have meritorious defenses and intend to vigorously contest these matters; however, there can be no assurances that we will ultimately prevail. We are still in the earlyadministrative stages of the process to challenge the FRD's tax assessments, and the ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which is expected to take a number of years. In addition, Tilibra's 2011-2012 tax years remain open and subject to audit, and there can be no assurances that we will not receive additional tax assessments regarding the goodwill deducted for the Tilibra acquisition for one or moreboth of those years. The time limit for issuing an assessment for 2011 expires in January 2018. If the FRD's initial position is ultimately sustained, the amount assessed would materially and adversely affect our cash flow in the year of settlement.

There are various other claims, lawsuits and pending actions against us incidental to our operations. It is the opinion of management that (other than the Brazilian Tax Assessment) the ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position,condition, results of operations or cash flows.flow. However, we can makethere is no assurancesassurance that we will ultimately be successful in our defense of any of these matters.matters or that an adverse outcome in any matter will not affect our results of operations, financial condition or cash flow.

We outsource certain manufacturing functions to suppliers in China, other Far Eastern countries and other Asia-Pacific countries.Eastern Europe. Outsourcing generatesof product design and production creates a number of risks, including decreased control over the engineering and manufacturing process potentially leading toprocesses resulting in unforeseen production delays or interruptions, inferior product quality, control andloss or misappropriation of trade secrets. In addition,secrets and other performance issues, with these supplierswhich could result in cost overruns, delayed deliveries shortages, quality and compliance issues or other problems. Moreover, if one or more of our suppliers becomes insolvent, is unable or unwilling to continue to provide products of acceptable quality, at acceptable cost or in a timely manner, or if customer demand for our products increases, we may be unable to secure sufficient additional capacity from our current suppliers, or others, on commercially reasonable terms, if at all. Any of these events could negatively affect our ability to deliver our products and services to our customers, which could materially and adversely affect our business, results of operations and financial condition.

Moreover, if one or more of our suppliers are dependent upon other industries for raw materials and otheris unable or unwilling to continue to provide products and services necessaryof acceptable quality, at acceptable cost or in a timely manner due to produce and provide the products they supply to us. Any adverse impacts to those industries could have a ripple effect on these suppliers, which could adversely impact their ability to supply us at levels we consider necessaryfinancial difficulties, insolvency or appropriateotherwise, or if customer demand for our business,products increases, we may be unable to secure sufficient additional capacity from our current suppliers, or at all.others, in a timely manner or on acceptable terms. Any such disruptionsof these events could result in unforeseen production delays and increased costs and negatively impactaffect our ability to deliver our products and services to our customers, all of which in turn could have an adverse impact onadversely affect our business, results of operations and financial condition.

A number of our products and brands consist of paper-based dated, time management and productivity tools that historically have tended to be higher-margin products. However, consumer preference for technology-based solutions for time management and planning continues to grow worldwide. Many consumers use or have access to electronic tools that may serve as substitutes for traditional paper-based time management and productivity tools. Accordingly, the continued introduction of new digital software applications and web-based services by companies offering time management and productivity solutions could continue to adversely impact the revenue and profitability of our largely paper-based portfolio of dated, time management and productivity products.

Material disruptions at oneAdditionally, the demand for other product categories, such as decorative calendars, ring binders and mechanical binding equipment, are also declining. A continued decline in the overall demand for any of our or at one of our suppliers' major manufacturing or distribution facilitiesthe products we sell could negativelyadversely impact our business, results of operations and financial condition.

The primary materials used in the manufacturing of many of our products are paper, plastics, resin, plastics, polyester and polypropylene substrates, paper, steel, wood, aluminum, melamine, zinc and cork. In general, our gross profit may be affected from time to time by fluctuations in the prices of these materials because our customers require advance notice and negotiation to pass through raw material price increases. This gives rise to a delay before cost increases can be passed to our customers.materials. We attempt to reduce our exposure to increases in these costs through a variety of measures, including obtaining price increases from our customers when appropriate as well as executing periodic purchases, future delivery contracts, and longer-term price contracts together withand holding our own inventory; however, theseinventory. Likewise, we attempt to take advantage of price decreases by negotiating cost reductions with our suppliers to ensure that our customer pricing remains competitive. There can be no assurances that we will successfully negotiate price increases or decreases or that the other measures may not alwayswe take to manage the risk of fluctuation in raw material costs will be effective. effective in avoiding a negative impact in our sales and profitability. See also "Note 13. Derivative Financial Instruments" to the consolidated financial statements contained in Part II, Item 8. of this report.

Inflationary and other substantial increases and decreases in costs of materials, labor and labortransportation have occurred in the past and may recur, and raw materials may not continue to be available in adequate supply in the future. Shortages in the supply of any of the raw materials we use in our products and other factors, such as inflation,services, the availability of international shipping capacity or labor strife at ports we use, could result in price increases thator decreases or negatively impact our ability to deliver our products to our customers, which could have a materialan adverse effect on our business, results of operations and financial condition.

The difference between plan obligationsOur defined benefit pension plans are not fully funded and assets, or the fundedfunding status of our defined benefit pension plans is a significant factor in determining the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Changes in interest rates and the market value of plan assets impact the funded status of these plans and cause volatility in the net periodic benefit cost and future plan funding requirements of these plans. The Company'srequirements. Our cash contributions to pension and defined benefit plans totaled $14.7$6.2 million in 2013;2016; however

Our concentrated customer base increases our customer credit risk. Were any of our major customers to make aface liquidity issues, become insolvent or file for bankruptcy, filing, we could be adversely impacted due to not only a reduction in future sales but also delays in payment and/or losses associated with the potential inability to collect any outstanding accounts receivable from suchthat customer. Such a result could negativelyadversely impact our cash flows,flow, results of operations and financial condition.

We own and license many patents, trademarks, brand names, and trade names, and proprietary content that are, in the aggregate, important to our business. If third parties challenge the validity or enforceability of our intellectual property rights and we cannot successfully defend these challenges, or our intellectual property is invalidated or our patents expire, or if our licenses are terminated due to breach by us, or if licenses expire or are not renewed, our business, results of operations and financial condition could be adversely impacted. The loss, expiration or non-renewal of any individual trademark, patent or license may not be material to us, taken as a whole, but the loss of a number of patents or trademarks, or the expiration or non-renewal of a significant number of licenses that representrelate to principal portions of our business, could negatively impact our competitive position in the market and have a materialan adverse effect on our business.

We could also incur substantial costs to pursue legal actions relating to the unauthorized use by third parties of our intellectual property, which could have a material adverse effect on our business, results of operation or financial condition.property. If our brands become diluted, if our patents are infringed, or if our competitors introduce brands and products that cause confusion with our brands in the marketplace, the value that our consumers associate withof our brands may becomebe diminished, which could negativelyadversely impact our sales. If third parties challenge the validity or enforceability of our intellectual property rightssales and we cannot successfully defend these challenges, or our intellectual property is invalidated, we could lose our ability to use the technology, brand names or other intellectual property that were the subject of those challenges, which, if such intellectual property is material to the operation of our business or our financial results, could have a material adverse effect on our business, results from operations and financial condition.profitability.

We may also become involved in defending intellectual property infringement claims being asserted against us that could cause us to incur substantial costs, divert the efforts of our management and require us to pay substantial damages or require us to obtain a license, which might not be available on reasonable terms, if at all.

Claims for losses or injuries purportedly caused by some of our products arise in the ordinary course of our business. In

Our success will dependdepends on our ability to attract and retain qualified personnel, including executive officers and other key management personnel. We rely to a significant degree on compensating our executive officers and key employees with performance-based incentive awards that pay out only if specified performance goals have been met. To the extent these performance goals are not met and our incentive awards do not pay out, or pay out less than the targeted amount, it may not be ablemotivate certain executive officers and key employees to seek other opportunities and affect our ability to attract and retain qualified management and other personnel necessary for the development, manufacture and sale of our products, and key employees may not remain with us in the future. If we fail to retain our key employees, we may experience substantial disruption in our businesses.personnel. The loss of key management personnel or other key employees or our potential inability to attract such personnel may adversely affect our ability to manage our overall operations and successfully implement our business strategy,strategy.

A disruption at one of our or at one of our suppliers' or third-party service providers' facilities (especially facilities in China and other Asia-Pacific countries as well as Latin America) or a disruption of international transportation or at ports could adversely impact production, and customer deliveries or otherwise negatively impact the operation of our business and result in increased costs. Such a disruption could occur as a result of any number of events including but not limited to a significant degree on compensatingmajor equipment failure, labor stoppages, transportation failures affecting the supply and shipment of materials and finished goods, the unavailability of raw materials, severe weather conditions, natural disasters, civil unrest, war or terrorism and disruptions in utility and other services. Any such disruptions could adversely impact our officersbusiness, results of operations and key employees with incentive awards that pay out only if specified performance goals have been met. To the extent these performance goals are not met and the incentive awards do not pay out, or pay out less than the targeted amount, as has occurred in recent years, it may motivate certain officers and key employees to seek other opportunities.financial condition.

Tilibra is disputing both of the tax assessments through established administrative procedures. We believe we have meritorious defenses and intend to vigorously contest these matters; however, there can be no assurances that we will ultimately prevail. We are still in the earlyadministrative stages of the process to challenge the FRD's tax assessments, and the ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which is expected to take a number of years. In addition, Tilibra's 2011-2012 tax years remain open and subject to audit, and there can be no assurances that we will not receive additional tax assessments regarding the goodwill deducted for the Tilibra acquisition for one or moreboth of those years. The time limit for issuing an assessment for 2011 expires in January 2018. If the FRD's initial position is ultimately sustained, the amount assessed would materially and adversely affect our reported cash flow in the year of settlement.

Restructuring charges were $30.1 million comparedThe Company initiated cost reduction plans related to $24.3the consolidation and integration of Pelikan Artline with our already existing Australian and New Zealand businesses, and as a result incurred $4.2 million in charges, primarily related to severance. In addition, the prior-year period. Employee terminationCompany initiated additional cost reduction plans and incurred $1.2 million in severance charges included in restructuring chargesrelated to the consolidation of certain functions in the current and prior year relate our North American and International operations and are primarily associated with post-merger integration activities following the Merger and changes in the European business model and manufacturing footprint. In addition, during the fourth quarter of 2013 we committed to restructuring actions that were primarily focused on streamlining our North American school, office and computer products operations.America segment.