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Commission File Number 0-2604

GENERAL BINDING CORPORATION
(Exact name of registrant as specified in its charter)

36-0887470
(I.R.S. employer identification No.)

Delaware
(State or other jurisdiction of incorporation or organization)

One GBC Plaza,
Northbrook, Illinois 60062
(Address of principal executive offices, including zip code)

(847) 272-3700
(Registrant's telephone number, including area code)

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GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(000 omitted, except per share data)

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GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(000 omitted)

GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 omitted)

The condensed consolidated financial statements include the accounts of General Binding Corporation and its subsidiaries ("GBC" or the "Company"). These financial statements have been prepared by GBC pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. GBC believes that the disclosures included in these condensed consolidated financial statements are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in GBC's 2001 Annual Report on Form 10-K. In the opinion of management, all adjustments necessary to present fairly the financial position of GBC as of September 30, 2002 and December 31, 2001 and the results of their operations for the three and nine months ended September 30, 2002 and 2001 have been included. Operating results for any interim period are not necessarily indicative of results that may be expected for the full year.

    (2)           Borrowings

A significant portion of GBC's long-term funding has been provided through its Revolving Credit Facility. The Revolving Credit Facility was amended and restated in January 2002. The maturity date on the majority portion of the Revolving Credit Facility was extended until January 13, 2004, and on the remaining portion until July 13, 2004. See Item 2. - -- Management's Discussion and Analysis of Financial Condition and Results of Operations - - Liquidity and Capital Resources -- for a further discussion of GBC's credit facilities.

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GBC's Certificate of Incorporation provides for 40,000,000 authorized shares of Common Stock, $0.125 par value per share, and 4,796,550 shares of Class B Common Stock, $0.125 par value per share. Each Class B share is entitled to 15 votes and is to be automatically converted into one share of Common Stock upon transfer thereof. All of the Class B shares are owned by Lane Industries, Inc., GBC's majority stockholder.

The following table illustrates the computation of basic and diluted earnings per share (000 omitted except per share data):

During the first nine months of 2002, GBC recorded pre-tax restructuring charges of $6.4 million, which primarily consisted of expenses related to: a) the closure of a plant in Buffalo Grove, Illinois ($3.1 million); b) the downsizing of a facility in Amelia, Virginia ($1.1 million); c) costs associated with the creation of the Commercial and Consumer Group ($0.6 million); and d) charges related to the reorganization of certain Corporate and other support functions ($0.9 million). The restructuring expenses primarily consist of severance and related benefit expenses, asset write-offs, contractual lease payments, and other costs related to the changes at these facilities. The operations currently performed at these locations will be absorbed into existing GBC facilities, and it is anticipated that these actions should be completed during the fourth quarter of 2002. As of September 30, 2002, approximately 170 employees have been notified of termination of their employment or have already been terminated.

The components of the restructuring expenses are as follows (000 omitted):

Management believes that the restructuring provisions recorded will be adequate to cover estimated restructuring costs that will be paid in future periods. The balance in the restructuring reserve at September 30, 2002 primarily related to asset write-downs, lease expenses, severance, early retirement and other benefit expenses to be paid in future periods.

Changes in the restructuring reserve for the nine months ended September 30, 2002 and 2001 were as follows (000 omitted):

           (1) Amounts primarily relate to the effects of foreign exchange rate changes.

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During 2002, GBC incurred $0.9 million of special charges primarily related to costs associated with the transition of production from the closed/down-sized facilities to other GBC facilities. In 2001, GBC incurred $4.5 million of other expenses primarily related to contractual severance payments to its former CEO, transition expenses for GBC's new Chairman, and severance costs to be paid to the Company's former CFO.

In accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," GBC has identified four reportable operating segments based on the amount of revenues and operating income of these segments. GBC's operating segments are based on the organization of GBC into business groups comprised of similar products and services. The Document Finishing Group's revenues are primarily derived from sales of binding and punching equipment and related supplies, custom binders and folders, and maintenance and repair services. The Films Group's revenues are primarily derived through sales of thermal and pressure sensitive films, mid-range and commercial high-speed laminators and large-format digital print laminators. The Document Finishing Group's and the Films Group's products and services are sold through direct and dealer channels to the general office markets, commercial reprographic centers, educational and training markets, commercial printers, and to government agencies. The Office Products Group's revenues are primarily derived from the sale of binding and laminating equipment and supplies, document shredders, visual display products and desktop accessories through indirect channels (resellers) including office product superstores, contract/commercial stationers, wholesalers, mail order companies and retail dealers. The Europe Group distributes the Office Products and Document Finishing Groups' products to customers in Europe.

Expenses incurred by the four reportable segments described above relate to costs incurred to manufacture or purchase products, as well as selling, general and administrative costs. The All Others category presented below primarily represents expenses of a corporate nature as well as revenues and expenses for certain entities not assigned to one of the other four reportable segments. For internal management purposes and the presentation below, operating income is determined as income before taxes excluding interest expense, goodwill amortization, restructuring and other expenses, and other income and expense.

During the third quarter of 2002, GBC created the Commercial and Consumer Group by merging the Document Finishing and Office Product Groups. GBC is in the process of defining the operational structure of the new group. Management continues to evaluate the Company's operating performance based upon previous organizational structure of four business groups. Therefore, at this time, no changes to GBC's segment reporting have been made.

GBC does not separately identify interest expense or income taxes for its operating segments. Sales between business groups are recorded at cost for domestic business units, and cost plus a normal profit margin for sales between domestic and international business units. GBC's business groups record expenses for certain services provided and 

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expense allocations; however, the charges and allocations between business groups are not significant. As a result of the implementation of SFAS No. 142 (see Note 6 New Accounting Standards), goodwill is no longer amortized, and is not included as a component of operating income. The prior periods have been restated for these reporting changes. Segment data is provided below for the three and nine months ended September 30, 2002 and 2001 (000 omitted).

	Unaffiliated Customer Sales		Affiliated Customer Sales		Operating Income (1)
	Three months ended		Three months ended		Three months ended
	September 30,		September 30,		September 30,
	2002	2001	2002	2001	2002	2001
Document Finishing Group	$ 45,538	$ 48,053	$ 3,065	$ 4,977	$ 3,345	$ 5,357
Films Group	38,355	39,803	4,937	6,164	6,771	7,947
Office Products Group	60,423	58,782	2,657	466	7,853	6,656
Europe Group	21,713	22,877	2,369	3,860	(363)	(566)
All Others	9,882	9,485	-	-	(4,553)	(7,624)
Eliminations	-	-	(13,028)	(15,467)	-	-
Total	$ 175,911       =======	$ 179,000     ======	$ -        ==	$-        ==	$ 13,053     =======	$ 11,770       =======

	Unaffiliated Customer Sales		Affiliated Customer Sales		Operating Income (1)
	Nine months ended		Nine months ended		Nine months ended
	September 30,		September 30,		September 30,
	2002	2001	2002	2001	2002	2001
Document Finishing Group	$ 137,593	$ 149,922	$ 12,473	$ 17,251	$ 14,063	$ 18,162
Films Group	110,082	118,604	16,523	17,690	19,757	20,848
Office Products Group	173,013	175,168	3,768	2,034	20,085	19,856
Europe Group	70,587	76,489	9,910	11,047	(183)	(825)
All Others	31,234	31,287	-	-	(18,588)	(21,028)
Eliminations	-	-	(42,674)	(48,022)	-	-
Total	$ 522,509      =======	$ 551,470      =======	$ -       ==	$ -       ==	$ 35,134      =======	$ 37,013      ======

	Total Segment Assets
	September 30,	December 31,
	2002	2001
Document Finishing Group	$ 177,680	$ 167,467
Films Group	239,772	222,701
Office Products Group	294,113	402,479
Europe Group	132,094	119,644
All Others	280,213	337,474
Eliminations	(556,525)	(530,595)
Total	$ 567,347              =======	$ 719,170                =======

(1)      Operating income as presented above excludes restructuring and other expenses, interest expense, and other income and expense. Goodwill amortization has been excluded from the 2001 amounts.

GBC's products are sold primarily in North America, Latin America, Europe, Japan and Australia to office products resellers and directly to end-users in the business, education, commercial/professional and government markets. GBC has a large base of customers; however, the loss of, or major reduction in business or failure to collect receivables from, 

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one or more of GBC's major customers could have a material adverse effect on GBC's financial position or results of operations.

Financial information for the three and nine months ended September 30, 2002 and 2001, by geographical area is summarized below (000 omitted).

	Unaffiliated Customer Sales		Unaffiliated Customer Sales
	Three months ended		Nine months ended		Long-lived Assets
	September 30,		September 30,		September 30,	December 31,
	2002	2001	2002	2001	2002	2001
United States	$ 119,842	$ 120,657	$ 344,346	$ 364,689	$ 361,394	$ 472,391
Europe	30,504	31,522	97,400	103,044	20,030	22,933
Other International	25,565	26,821	80,763	83,737	20,720	20,182
Eliminations	-	-	-	-	(108,065)	(101,388)
Total	$ 175,911       =======	$ 179,000         =======	$ 522,50     =======	$ 551,470      =======	$ 294,079    =======	$ 414,118     =======

EITF Issue No. 01-09

Effective January 1, 2002, GBC implemented EITF Issue No. 01-09 "Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products)." This pronouncement specifies when companies are required to record the cost of certain sales incentives and how the costs are to be classified in the income statement. GBC previously recorded the costs of such sales incentives as selling expenses in its income statement; these costs are now recorded as a reduction in sales. The prior year's results have been restated for this change. The impact on the prior year's results was to reduce both net sales and selling service and administrative expenses by $54.6 and $18.0 million for the nine months and three months ended September 30, 2001, respectively. There has been no change to operating income as a result of the implementation of this standard; however, operating income margins have increased.

          Goodwill and Other Intangible Assets

Effective January 1, 2002, GBC implemented SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." With the adoption of SFAS No.'s 141 and 142, goodwill is no longer subject to amortization over its useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value-based test. Under the new rules, an acquired intangible asset would be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the acquirer's intent to do so.

In accordance with SFAS No. 142, GBC tested its goodwill balances to determine whether these assets were impaired. Based upon the testing performed, GBC recorded a non-cash impairment charge of $110 million ($79 million after-tax) effective January 1, 2002, primarily related to the impairment of goodwill in the Office Products Group. In 

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addition, SFAS No. 142 also requires that previously recognized intangible assets, other than goodwill, be reassessed to determine the appropriateness of the estimated useful lives of these assets. Intangible assets determined to have finite lives are amortized over those lives and intangible assets that have indefinite lives are not amortized. As of September 30, 2002, there have been no events or circumstances which would warrant a revision to the remaining useful lives of these assets.

The following table reconciles net income, basic and diluted earnings per share to amounts that would have been reported if SFAS No. 142 had been implemented as of January 1, 2001 (000 omitted except per share data):

GBC's carrying values for goodwill by business segment as of September 30, 2002 and December 31, 2001 are summarized below (000 omitted). The change in the carrying amount for goodwill between December 31, 2001 and September 30, 2002 is related to the impairment charge of goodwill and changes in foreign currency exchange rates.

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Amortization expense related to GBC's other intangible assets is summarized below:

Accounting for Costs Associated with Exit and Disposal Activities

In July 2002, the FASB issued SFAS No.146, "Accounting for Costs Associated with Exit and Disposal Activities. " This statement revises the accounting for exit and disposal activities under EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity," by spreading out the reporting of expenses related to restructuring activities. Commitment to a plan to exit an activity or dispose of long-lived assets will no longer be sufficient to record a one-time charge for most anticipated costs. Instead, companies will record exit or disposal costs when they are "incurred" and can be measured at fair value, and they will subsequently adjust the recorded liability for changes in estimated cash flows. The provisions of SFAS No.146 are effective prospectively for exit or disposal activities initiated after December 31, 2002. Companies may not restate previously issued financial statements for the effect of the provisions of SFAS No. 146, and liabilities that a company previously recorded under EITF Issue 94-3 are grandfathered. The Company does not believe that the adoption of SFAS No.146 will have a material impact on its consolidated financial statements.

As a result of new U.S. Federal tax legislation, the Company was able to obtain a tax refund in the first quarter of 2002 (see Management Discussion and Analysis for a detailed discussion of this issue). The cash refund amounted to $7.5 million; however, the Company's income tax provision was negatively impacted by $1.5 million due to a deferred tax asset write-off associated with the refund.

In the second quarter of 2002, the Company settled a U.S. Federal income tax claim, which resulted in a reduction to GBC's income tax provisions of $0.9 million.

During 1998, GBC issued $150 million of 9.375% Senior Subordinated Notes due 2008 to finance the acquisition of Ibico AG. Each of GBC's domestic restricted subsidiaries has jointly and severally, fully and unconditionally guaranteed the Senior Subordinated Notes. Rather than filing separate financial statements for each guarantor subsidiary with 

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the Securities and Exchange Commission, GBC has elected to present the following condensed consolidating results of operations, financial position and cash flows of the Parent, Guarantors and Non-Guarantors (in each case carrying investments under the equity method) and the eliminations necessary to arrive at the information for GBC on a consolidated basis:

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Consolidating Balance Sheets (000 omitted)